TCR_Public/140516.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 16, 2014, Vol. 18, No. 134

                            Headlines

1250 OCEANSIDE PARTNERS: Hackahokulia to Give Up Lot
ADVANCED MICRO DEVICES: Stockholders Elect 11 Directors
ALG INTERMEDIATE: S&P Affirms 'B' Corp. Credit Rating
API TECHNOLOGIES: Steel Excel Owns 20.5% Equity Stake
AMERICAN APPAREL: EVP Glenn Weinman Resigns

ASHLEY STEWART: May Assume James Rhee Employment Contract
ASHLEY STEWART: Gets Final Nod for $17.5MM Salus DIP Financing
ASHLEY STEWART: Global Settlement, Incentive Plan Okayed
ASHLEY STEWART: Has Until Oct. 6 to Decide on Unexpired Leases
BEAZER HOMES: Provides Preliminary Second Quarter Data

BLOOM ELECTRIC: Case Summary & 12 Unsecured Creditors
BROOKSTONE HOLDINGS: Panel Says 'No-Shop' Blocked Buyer
C&K MARKET: Files Fine-Tuned Chapter 11 Reorganization Plan
CAESARS ENTERTAINMENT: Three Directors Elected at Annual Meeting
CASH STORE: To Wind Down Brokered Lending Business

CALDERA PHARMACEUTICALS: Delays Form 10-K for 2013
CALMENA ENERGY: Forbearance Term May Be Extended to July 31
CASH STORE: Units Barred From Selling Payday Loan
CEETOP INC: Delays 2013 Form 10-K for Review
CENTRAL FEDERAL: Closes Sale of $6.7 Million Preferred Shares

CHARLES CARDIN: Absolute-Priority Rule Applies to Individual Ch11
COLDWATER CREEK: Finds Buyer for Idaho Headquarters
COMDISCO HOLDING: Reports Fiscal 2014 2nd Qtr. Financial Results
CRAMER WOOD: Case Summary & 20 Largest Unsecured Creditors
DIOCESE OF STOCKTON: Sexual Abuse Claim Bar Date Set for Aug. 15

DOLAN COMPANY: Court Approves Hiring of Deloitte Tax
DOLAN COMPANY: Court Okays Faegre Baker as Special Counsel
DOLAN COMPANY: Court Approves Hilco Real Estate as Advisor
DOTS LLC: Wins Approval to Hire Togut Firm as Special Co-counsel
DOTS LLC: Clothing Chain So Far Sells More Than 140 Store Leases

DOTS LLC: Two Buyers Win Intellectual Property
E. H. MITCHELL: Creditor Supports Bid to Dismiss Case
ECOTALITY INC: Exclusive Plan Filing Period Extended to June 29
EDGENET INC: Seeks More Time for Plan Exclusivity Pending Sale
EL MIRAGE MARKET: Files Chapter 11 Weeks Before Foreclosure Sale

ELBIT IMAGING: Widens Loss to NIS1.5 Billion in 2013
ELIZABETH ARDEN: Moody's Affirms 'Ba3' CFR; Outlook Developing
ENCOMPASS DIGITAL: Moody's Rates $295MM First Lien Debt 'B2'
ENERGY FUTURE: Committee Hires MoFo and Polsinelli as Counsel
ESP RESOURCES: Delays 2013 Annual Report

EVANS & SUTHERLAND: Delays 2013 Form 10-K for Analysis
FARMERS MUTUAL: A.M. Best Affirms 'C++' Fin. Strength Rating
FIRST DATA: Incurs $200.5 Million Net Loss in First Quarter
FRIENDSHIP DAIRIES: Amends Schedules of Assets and Liabilities
FURNITURE BRANDS: Exclusive Plan Filing Period Extended to Aug. 20

GASCO ENERGY: Suspending Filing of Reports with SEC
GENERAL MOTORS: Recalls Another 2.7 Million Vehicles
GOLDEN LAND: Section 341(a) Meeting Set on June 16
GGW BRANDS: 'Girls Gone Wild' Video Franchise Sale Approved
HAMPTON ROADS: Promotes James Williams to Chief Info. Officer

HD SUPPLY: John Alden Appointed as Director
HOLLY RIDGE: Case Summary & 6 Unsecured Creditors
HOWARD & CHRISTINE BINGHAM: Foreclosure Auction Set for June 11
INDYMAC BANCORP: FDIC Loses on Bank Tax Refund in 9th Cir. Appeal
INTERFAITH MEDICAL: Plan Hearing Adjourned to May 23

INTERFAITH MEDICAL: Former Board Member Seeks Case Dismissal
IOWA GAMING: Case Summary & 20 Largest Unsecured Creditors
INFINIA CORPORATION: Liquidating Plan Confirmed
IRISH BANK: Sells 4,500 U.S.-Based Loans With $8.57B in Balances
KOPPERS' HOLDINGS: Moody's Affirms Ba2 Corporate Family Rating

LEHMAN BROTHERS: SunCal Closes Escrow on Purchase of Oakland Site
MERVYN'S LLC: ECJ Wins Summary Judgment in Polacheck Suit
MILLENIUM DEVELOPMENT: Voluntary Chapter 11 Case Summary
MINT LEASING: Posts $3.2 Million Net Income in 2013
MONARCH COMMUNITY: Incurs $2.5 Million Net Loss in 2013

MONEY CENTERS: To Have Chapter 11 Trustee
MONTANA ELECTRIC: Debtor Plan Modified After Noteholders Deal
MSC SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
NACE LAND AND CATTLE: Property to Be Auctioned Off June 3
NEWLEAD HOLDINGS: MGP Seeks Add'l 2.85 Million Settlement Shares

OCTAVIAR ADMIN: Chapter 15 Petitioners Fight Drawbridge
OGX PETROLEO: Batista Presents Defense in Insider-Trading Suit
OPTA MINERALS: Resets Financial Covenant Ratios Following Waiver
OPTIM ENERGY: Walnut Creek Denied Standing to Sue Cascade, ECJV
OPTIM ENERGY: Seeks to Sell Coal-Fired Plant

OVERSEAS SHIPHOLDING: May 23 Hearing on CBA Amendments
OVERSEAS SHIPHOLDING: Proposes New Plan Discovery Schedule
OVERSEAS SHIPHOLDING: Seeks Okay of $1.35BB Jefferies Financing
OVERSEAS SHIPHOLDING: Posts $10.4MM Net Income for Q1 2013
PACIFIC CARGO: Court Dismisses GE Appeal on Hino Truck Sale

PACIFIC RUBIALIS: S&P Affirms 'BB+' CCR; Outlook Stable
PETTERS COMPANY: Trustee Granted Authority to Sue Outside U.S.
PETRON ENERGY: Delays Form 10-K for 2013
PITT PENN: Delaware First to Allow Electronic Plan Voting
PLC SYSTEMS: Proposes Business Transactions to Raise Capital

PLUG POWER: Incurs $62.8 Million Net Loss in 2013
PROSPECT PARK: Files Schedules of Assets and Liabilities
QUANTUM CORP: Starboard Value Reports 16.6% Equity Stake
REALOGY HOLDINGS: Prices Offering of $450 Million Senior Notes
RICEBRAN TECHNOLOGIES: Reports $17.6 Million 2013 Net Loss

RIVERHOUNDS EVENT: Won't Have Trustee Appointed
SCRUB ISLAND: FirstBank Seeks to File Competing Plan
SIGNET UK: Moody's Rates $400MM Senior Unsecured Notes 'Ba1'
SONIC AUTOMOTIVE: Moody's Raises Corp. Family Rating to 'Ba3'
SPIRE CORP: Incurs $8.5 Million Net Loss in 2013

SRKO FAMILY: May 22 Hearing to Approve Plan Supplement Deal
SRKO FAMILY: NRC Realty Approved to Market Colorado Crossings
STAR DYNAMICS: Has Until July 8 to Decide on Property Leases
STAR DYNAMICS: Bid to Expand Scope of Chantayan's Task Withdrawn
STAR DYNAMICS: Womble Carlyle to Handle Transactional Matters

TELEXFREE INC: Gardy & Notis Files Securities Class Action
THOMPSON CREEK: Stockholders Elect Six Directors
UNIVERSAL COOPERATIVES: Files for Chapter 11 to Sell Assets
UNIVERSAL COOPERATIVES: Proposes Prime Clerk as Claims Agent
UNIVERSAL COOPERATIVES: Has $13MM DIP Financing from BofA

VICTOR OOLITIC: Indiana Limestone Reopens Under New Management
WEST CORP: Annual Meeting Held to Discuss Results
WP MUSTANG: Moody's Assigns 'B3' Corporate Family Rating
ZALE CORP: Board Recommends Approval of Signet Transaction

* Gambling Debts Not Automatically Non-Dischargeable
* Reopening Not Required for Dischargeability Complaint
* Property Tax Rebate Isn't Public Assistance Benefit

* Peitzman Weg Bankruptcy Team to Join Robins, Kaplan, Miller

* BOOK REVIEW: CHARLES F. KETTERING: A Biography


                             *********


1250 OCEANSIDE PARTNERS: Hackahokulia to Give Up Lot
----------------------------------------------------
1250 Oceanside Partners last month submitted a motion with the
bankruptcy court for approval of a potential Deed in Lieu of
Foreclosure Agreement with one of its borrowers, Hackahokulia,
LLC.

Hackahokulia purchased one of the lots in the Hokulia Development
located at 81-6629 Haokea Place, South Kona, Hawaii.  On April 18,
2001, it executed a promissory note in favor of Oceanside, in the
principal amount of $680,000, for the balance remaining on its
purchase of the property.  It defaulted on its obligations under
the note by failing to pay the amounts owed when due.

According to Alika L. Piper, Esq., attorney for the Debtors,
pursuant to the Agreement, Hackahokulia has agreed to convey its
property and interest in the Club of Hokuli'a to Oceanside, and
further agrees to release its subject claims against Oceanside.
In return, Oceanside agrees to release Hackahokulia from any
further claims under the subject loan documents.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.

The Honolulu Star-Advertiser reports that U.S. Bankruptcy Judge
Robert Faris on May 12 confirmed the bankruptcy-exit plan by 1250
Oceanside Partners and two affiliates.

1250 Oceanside Partners on May 12, 2014 won court approval of a
reorganization plan that would turn over ownership to its secured
lender.  Sun Kona would provide a $65 million exit facility to
help make payments under the plan and to fund the reorganized
company when it leaves court protection.


ADVANCED MICRO DEVICES: Stockholders Elect 11 Directors
-------------------------------------------------------
Advanced Micro Devices, Inc., held its 2014 annual meeting of
stockholders on May 8 at which the Company's stockholders:

   (1) elected Bruce L. Claflin, W. Michael Barnes, John E.
       Caldwell, Henry WK Chow, Nora M. Denzel, Nicholas M.
       Donofrio, Martin L. Edelman, John R. Harding, Michael J.
       Inglis, Rory P. Read and Ahmed Yahia as directors;

   (2) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 27, 2014;

   (3) approved the amendment and restatement of the Advanced
       Micro Devices, Inc., 2004 Equity Incentive Plan; and

   (4) approved, on a non-binding advisory basis, the compensation
       of the Company's named executive officers.

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million for the year
ended Dec. 28, 2013, as compared with a net loss of $1.18 billion
for the year ended Dec. 29, 2012.  As of March 29, 2014, the
Company had $4.10 billion in total assets, $3.59 billion in total
liabilities and $511 million in total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating for Advanced Micro
Devices.  The rating reflects Fitch's expectations for negative
near-term free cash flow and limited top-line visibility, despite
solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


ALG INTERMEDIATE: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed it 'B' corporate
credit rating on U.S.-based resort management and packaged
vacation provider ALG Intermediate Holdings B.V. The outlook is
stable.

"In addition, we affirmed our 'CCC+' issue-level rating and '6'
recovery rating on the company's $75 million second-lien term loan
due 2020," S&P said.

"At the same time, we revised our recovery rating on ALG's $160
million first-lien credit facilities (consisting of $20 million
revolver due 2018 and a $140 million term loan due 2019) to '1'
(90% to 100% recovery expectation) from '2' (70% to 90% recovery
expectation). We subsequently raised our issue-level rating on
this debt to 'BB-' from 'B+', in accordance with our notching
criteria."

The recovery rating revision reflects a lower amount of first-lien
debt outstanding under our simulated default scenario resulting
from a planned $17 million first-lien term loan prepayment related
to the receipt of escrow moneys following termination of two of
the company's resort management contracts. This results in
improved recovery prospects for the first-lien credit facilities,
enough to warrant a recovery rating of '1'.

The 'B' corporate credit rating on ALG reflects S&P's assessment
of the company's financial risk as "highly leveraged" and our
assessment of the business risk as "weak."

"Our assessment of ALG's financial risk profile as highly
leveraged reflects control by financial sponsor Bain Capital,
notwithstanding credit measures in our base-case forecast that
otherwise would indicate an improved financial risk assessment. We
expect total lease-adjusted debt to EBITDA to be in the high-4x
area in 2014 and about 4x in 2015, and EBITDA coverage of interest
expense to be 3x and above through 2015, credit measures that
could be in line with an improved "aggressive" financial risk
assessment. However, we believe financial sponsors frequently
extract cash or otherwise increase leverage over time, and as a
result, our financial policy assessment is 'FS-6' and in line
with highly leveraged financial risk," said S&P.

"Our assessment of ALG's business risk profile as weak reflects
high levels of competition for discretionary leisure spending by
the company's mostly U.S. and Canadian customer base, high levels
of competition and travel-related event risk in the company's
mostly Mexican and Caribbean all-inclusive resort market
destinations, limited geographic and business diversity compared
with other global leisure companies, and a limited track record of
operating results. Partly mitigating these risk factors is a
portfolio of long-term management contracts in the company's
AMResorts resort management business (which we anticipate to be
about 65% of 2014 EBITDA) that contain reasonable protections
against cancellation, the company's focus on the affluent North
American travel market, and the company's good position in, and
the increasing popularity of, the all-inclusive resort vacation
market," said S&P.


API TECHNOLOGIES: Steel Excel Owns 20.5% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Steel Excel Inc. and its affiliates disclosed
that as of May 8, 2014, they beneficially owned 11,377,192 shares
of common stock of API Technologies Corp. representing 20.5
percent of the shares outstanding.  The reporting persons
previously owned 9,628,588 shares at March 7, 2014.  A copy of the
regulatory filing is available for free at http://is.gd/JFs6s0

                       About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2013, the Company incurred a net
loss of $7.22 million on $244.30 million of net revenue as
compared with a net loss of $148.70 million on $242.38 million of
net revenue for the 12 months ended Nov. 30, 2012.

As of Nov. 30, 2013, the Company had $304.57 million in total
assets, $147.14 million in total liabilities, $26.32 million in
redeemable preferred stock and $131.10 million in shareholders'
equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


AMERICAN APPAREL: EVP Glenn Weinman Resigns
-------------------------------------------
American Apparel, Inc., and Glenn A. Weinman, executive vice
president, general counsel and secretary of the Company, entered
into a separation agreement and general release of all claims
pursuant to which Mr. Weinman resigned from his positions at the
Company effective May 16, 2014.

In addition, the Separation Agreement provides, that Mr. Weinman
will receive among other things from the Company:

   (i) continued payment of his annual base salary at the rate of
       $413,712 per annum, minus applicable payroll taxes and
       withholdings, payable over the course of the twelve-month
       period immediately following the Separation Date in
       accordance with the Company's usual payroll practices;

  (ii) a targeted bonus for fiscal 2014 of $310,284 minus
       applicable payroll taxes and withholdings, payable at the
       same time and in the same manner as bonuses are paid to
       participants in the applicable bonus plan, but in no event
       later than March 31, 2015;

(iii) a targeted bonus for the period of Jan. 1, 2015, through
       May 15, 2015, of $114,763 payable at the same time and in
       the same manner as bonuses are paid to participants in the
       applicable bonus plan, but in no event later than March 31,
       2016; and

  (iv) continued participation in the Company's medical, dental
       and insurance plans and arrangements, on the same terms and
       conditions as are in effect immediately prior to the
       Separation Date, for up to twelve months following the
       Separation Date.

In addition, all equity awards previously granted to Mr. Weinman
by the Company will be exercisable as provided in the applicable
award agreement for a termination without Cause as defined in his
Employment Agreement.  The Separation Agreement also contains
undertakings by Mr. Weinman relating to the protection of the
Company's confidential information, and the agreement provides
mutual releases by Mr. Weinman and the Company and contains other
standard provisions.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


ASHLEY STEWART: May Assume James Rhee Employment Contract
---------------------------------------------------------
The Bankruptcy Court authorized Ashley Stewart Holdings Inc., et
al., to assume the employment agreement with James C. Rhee, the
interim president and interim chief financial officer, with
respect to any sale bonus and severance payment.

Pursuant to the agreement:

   1. the Debtors will not make any payments to Mr. Rhee on
      account of any sale bonus or severance payment; and

   2. the Debtors will have no obligation to indemnify Mr. Rhee,
      or provide contribution or reimbursement to Mr. Rhee for
      any claim or expense that is: (i) judicially determined to
      have arisen from Mr. Rhee's gross negligence, willful
      misconduct or fraud; (ii) for a contractual dispute in
      which the Debtors allege breach of Mr. Rhee's contractual
      obligations if the Court determines that indemnification,
      contribution or reimbursement would not be permissible; or
      (iii) settled prior to a judicial determination under (i) or
      (ii) but determined by the Court, after notice and a
      hearing, to be a claim or expense for which Mr. Rhee must
      not receive indemnity, contribution or reimbursement under
      the terms of the employment agreement, as modified by the
      order.

The U.S. Trustee, in a limited objection, stated that the Debtors'
motion does not outline what forms of indemnity or insurance is
provided to other directors and officers of the Debtors, and
therefore the appropriateness of the indemnification agreement
compared to other such insiders cannot be considered.

                      About Ashley Stewart

The Ashley Stewart name is synonymous with offering women who wear
sizes 12 and up well-made fashionable clothes at affordable
prices.

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  New Ashley Stewart, Inc., disclosed $44,186,218 in
assets and $46,926,499 in liabilities as of the Chapter 11 filing.
The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

Ashley Stewart has obtained authority to conduct store closing
sales at 27 locations around the United States in accordance with
a consulting agreement with Gordon Brothers Retail Partners, LLC.


ASHLEY STEWART: Gets Final Nod for $17.5MM Salus DIP Financing
--------------------------------------------------------------
The Bankruptcy Court entered a final order authorizing Ashley
Stewart Holdings, Inc., et al.,

   i) to obtain up to an aggregate principal amount of $17,500,000
postpetition financing from Salus Capital Partners, LLC, as
administrative and collateral agent for the DIP Lenders; and

  ii) to grant allowed superpriority administrative expense claim
status in each of the cases and any successor cases to all
obligations owing under the DIP Credit Agreement and the other DIP
Loan Documents to the DIP Agent; and

iii) to grant the DIP Agent automatically perfected security
interests in and liens on all of the property constituting cash
collateral.

As of the Petition Date, the outstanding principal amount owed by
Holdings under the Prepetition Subordinated Credit Documents was
not less than $18,714,179.

A copy of the terms of the financing is available for free at
http://bankrupt.com/misc/ASHLEYST_325_financingord.pdf

Any and all objections to the motion that have not been withdrawn,
waived, or settled, and all reservations of rights included in
such objections, were overruled and denied.

                      About Ashley Stewart

The Ashley Stewart name is synonymous with offering women who wear
sizes 12 and up well-made fashionable clothes at affordable
prices.

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  New Ashley Stewart, Inc., disclosed $44,186,218 in
assets and $46,926,499 in liabilities as of the Chapter 11 filing.
The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

Ashley Stewart has obtained authority to conduct store closing
sales at 27 locations around the United States in accordance with
a consulting agreement with Gordon Brothers Retail Partners, LLC.


ASHLEY STEWART: Global Settlement, Incentive Plan Okayed
--------------------------------------------------------
The Bankruptcy Court has approved settlement and compromise dated
April 14, 2014, among Ashley Stewart Holdings, Inc., et al., the
Official Committee of Unsecured Creditors, DIP Secured Parties,
and Prepetition Secured Parties.

According to the Debtors, the global settlement paves the way for
an uncontested final DIP order, a consensual agreement between the
settlement parties on the key employee incentive program (KEIP)
and curtails administrative expense caused by litigation and
delay.

In connection with the global settlement, the DIP Lenders and the
GBG Parties have agreed to subordinate certain of their secured
claims in order to provide a pool of recovery for administrative
claimants.  In exchange for such value, mutual releases are being
granted.  The releases are critical to the global settlement since
without them, there would be no agreement and the estate would be
forced to participate in litigation that it does not believe would
be accretive to the creditors and would only serve to create more
expenses that the estate simply cannot afford.

Among other things, the settlement provides that the aggregate net
proceeds from the sale of the Debtor's assets will be applied in
this order:

   First, to the payment in full in cash of the DIP Obligations
less the "Compromise Fees" which consists of the amount of
$125,000 of the DIP Exit Fee and $50,000 of legal expenses due to
certain GBG Parties, as DIP Lender which will be paid pursuant to
section 2(a)(iii) of the agreement;

   Second, into a segregated escrow account only available for the
payments, an amount not to exceed $2,000,000 to pay allowed unpaid
administrative claims to be allocated in accordance with the
following waterfall: first, to pay accrued but unpaid professional
fees as of the closing of the Sale (which funds will be
immediately distributed from the GUC Account to the Professional
Fee Escrow Account) and accrued payroll and medical tail expenses
for non-transferred employees in an amount estimated not to exceed
$200,000 in a going concern Sale; second, to pay 50% of Allowed
Claims under Section 503(b)(9) of the Bankruptcy Code and 52% of
Allowed stub-rent Claims, as determined by the Committee, in
consultation with the Debtors, after good faith compliance with
Paragraph 3 below; and third, pro rata to fund post-closing
professional fees (which will be funded into the Professional Fee
Escrow Account at the discretion of the Debtors) and the first
$150,000 portion of the KEIP to the extent Allowed by the
Bankruptcy Court, provided however, if any amount projected in
Tier 2 of the Recovery Analysis, including but not limited to, the
503(b)(9) Settlement Claim Amount or the Stub Rent Settlement
Claim Amount of $450,000 and $400,000 respectively be less than
the amount stated in the Recovery Analysis, the difference between
the actual Tier 2 Claims and amounts set forth in the Recovery
Analysis for each Tier 2 Claim will be shared equally by the
Debtors' estates and the GBG Parties;

   Third, (x) in an amount not to exceed $2,800,000 to be shared
(y) 50% to the GBG Parties and (z) 50% to the GUC Account.  The
Tier 3 GUC Amount will be allocated in accordance with the
following waterfall: first, to pay remaining Allowed unpaid Claims
under section 503(b)(9) of the Bankruptcy Code and stub-rent
Claims; second, to pay the balance of the Compromise Fees; third,
to pay 50% of the remaining payments due under the KEIP and post-
closing professional fees; and fourth, to other unpaid, Allowed
administrative Claims; provided however, if an amount projected in
Tier 3 of the Recovery Analysis be less than the amount stated in
the Recovery Analysis, the difference between the actual Tier 3
Claims and the amount set forth in the Recovery Analysis for each
will be shared equally by the Debtors' estates and the GBG
Parties;

     Fourth, (x) all funds remaining from the Aggregate Sale Net
Proceeds, to be distributed (y) 87.5 percent to the GBG Parties
for the benefit of the 2012 Noteholders and the 2010 Noteholders
in accordance with their loan documentation; and (z) 12.5 percent
to the GUC Account. The Tier 4 GUC Amount will be allocated in
accordance with the following waterfall: first, to pay the
remaining payments due under the KEIP; second, to pay $200,000 of
the wind-down budget; and third, to pay the balance of Allowed
unpaid administrative Claims; provided however, should an amount
projected in Tier 4 of the Recovery Analysis be less than the
amount stated in the Recovery Analysis, the difference between the
actual Tier 4 Claims and the amount set forth in the Recovery
Analysis for each will be shared equally by the Debtors' estates
and the GBG Parties; and

     Fifth, any remaining amounts to be paid to the GUC Account.
(b) Application of Funds in GUC Account.  The funds in the GUC
Account will be distributed to holders of Allowed Claims in
accordance with the priority scheme set forth herein and in the
Bankruptcy Code. For the avoidance of doubt, the DIP Secured
Parties and the Prepetition Secured Parties will waive any secured
Claims, unsecured deficiency Claims, and superpriority
administrative or any other Claims to the funds in the GUC
Account.

A copy of the terms of the settlement and compromise is available
for free at:

     http://bankrupt.com/misc/ASHLEYSTEWART_292_compromise.pdf

Roberta A. Deangelis, U.S. Trustee for Region 3, has objected to
the funds being paid to specific administrative creditors without
the benefits of a plan of reorganization providing for such
creditors to share in the pool on a pro rata basis.

                 Incentive Program Gets Court's Nod

The Bankruptcy Court also has authorized Ashley Stewart to adopt
and implement a key employee incentive program, and to make
payments contemplated by the KEIP.  Approval of the KEIP was
subject to the approval of the global settlement, which was
approved on April 23.

The Debtors related that they had worked with the Official
Committee of Unsecured Creditors, the prepetition and postpetition
lenders, and have reached a global settlement that would resolve
all material issues between these parties in the cases related to
the Debtors' postpetition financing and budget and the KEIP
motion.  Importantly, the resolution of the critical issues among
the settlement parties paved the way for the consummation of a
going concern sale transaction for substantially all of the
Debtors' assets to close April 2014.

Specifically, the global settlement provides for treatment of the
claims of the employees eligible to participate in the Debtors'
KEIP, if the KEIP motion be approved by the Court.

Pursuant to the global settlement, the first $150,000 portion of
the KEIP, to the extent allowed by the Court, is provided for in
the third priority of Tier 2 of the Recovery Analysis -- after the
payment of claims of employees who are not transferred to the
going concern purchaser, certain professional fees and
approximately 50%-52% of claims under Section 503(b)(9) of the
Bankruptcy Code and "stub rent" claims.  Thereafter, to the extent
the proceeds of the sale are sufficient to cover Tier 2 Claims,
then the remaining 50% of the KEIP Claims will be paid in Tier 3.
Finally, to the extent the sale proceeds are sufficient to cover
all Tier 3 Claims, the remaining unpaid portion of the KEIP will
be paid together with Tier 4 Claims.

A copy of the KEIP is available for free at:

      http://bankrupt.com/misc/ASHLEYST_332_kEIPord.pdf

As reported in the Troubled Company Reporter on April 22, 2014,
the Debtors stated that the goals of the KEIP are to motivate
certain essential personnel through the closing of the sale, to
reward certain essential employees if critical goals are achieved
that benefits all stakeholders, and to maximize the value of the
Debtors' estates for the benefit of all creditors.

The Debtors state that they have identified four top executives
and six management team members (the Participating Employees) that
the Debtor believes are essential to the successful execution of
the sale and will have the most impact on the value achieved
through the sale process. The participating Employees are the
employees principally responsible for assisting with the sale of
the Debtors' assets and that incentivizing their performance will
certainly inure to the benefit of the Debtors' creditors and
stakeholders.

The Debtors explain that the proposed KEIP is a performance-based
incentive program. As such, it provides increasing levels of
incentive payments to the Participating Employees based upon a
successful sale of the Debtors' assets. The amount of the
individual incentive bonuses are based on the Debtors realizing
certain levels of proceeds from a sale of all or substantially all
of the Debtors' assets, including the Sale. The Debtors assert
that the KEIP has an estimated cost ranging from a minimum of $0
to an absolute maximum of $1,400,000.

The Debtors believe that achieving the target sale proceeds levels
for the incentive bonuses will be difficult and will require
significant efforts by the Participating Employees.

The Debtors state that incentivizing participating employees will
pass muster under the business judgment rule and thus the Court
should approve the KEIP. Incentivizing the Participating Employees
to work towards obtaining higher and better bids for the Debtors'
assets Debtors state increases the likelihood of a robust Auction
with multiple rounds of bidding. Thus, the Debtors submit that the
KEIP is a reasonable exercise of their business judgment and is
necessary to properly incentivize the Participating Employees
during the sale.

Further the Debtors state that the KEIP is reasonable in scope
because it only applies to four top executives and six management
team personnel, together representing approximately less than 3%
of full time employees and approximately less than 1% of total
employees.

The Debtors emphasize that they must rely on the efforts of the 10
Participating Employees, and their performance will have the
greatest impact on the value that the Debtors achieve during the
sale process. Without these Participating Employees Debtors state
that operations would likely grind to a halt before even
considering the aggressive marketing that will need to occur over
the coming weeks leading up to the Auction.

The U.S. Trustee, in its objection, stated that the Debtors sought
authority to pay 10 unnamed individuals aggregate bonuses of
between $350,000 and $1.4 million, the lower of which is already
triggered by the pending stalking horse sale, anything greater
than $350,000 depending on any increased sale above the amount
offered by the pending stalking horse.

The U.S. Trustee submitted that the motion failed to disclose the
identity, job title and job description of the ten key employees,
or the specifics of why each individual is essential to maximize
the results of the Debtors' pending sale process.

The Debtors are represented by:

         CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
         Attn: Steven J. Reisman, Esq.
               Cindi M. Giglio, Esq.
         101 Park Avenue
         New York, NY 10178-0061
         Tel: (212) 696-6000
         Fax: (212) 697-1559

         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD P.A.
         Attn: Michael D. Sirota, Esq.
               Ilana Volkov, Esq.
               Court Plaza North
               25 Main Street
               Hackensack, NJ 07601
               Tel: (201) 489-3000
               Fax: (201) 489-1536

The Committee is represented by:

         PACHULSKI STANG ZIEHL & JONES LLP
         Attn: Robert J. Feinstein, Esq.
               Bradford J. Sandler, Esq.
        780 Third Avenue
        New York, NY 10017
        Tel: (212) 561-7700
        Fax: (212) 561-7777

Salus is represented by:

         CHOATE, HALL & STEWART LLP
         Attn: John Ventola, Esq.
         Sean M. Monahan, Esq.
         Two International Place
         Boston, MA 02110
         Tel: (617) 248-5000
         Fax: (617) 248-4000

GBG Parties are represented by:

         LOWENSTEIN SANDLER LLP
         Attn: Kenneth A. Rosen, Esq.
               Bruce Buechler, Esq.
               Cassandra Porter, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                      About Ashley Stewart

The Ashley Stewart name is synonymous with offering women who wear
sizes 12 and up well-made fashionable clothes at affordable
prices.

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  New Ashley Stewart, Inc., disclosed $44,186,218 in
assets and $46,926,499 in liabilities as of the Chapter 11 filing.
The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

Ashley Stewart has obtained authority to conduct store closing
sales at 27 locations around the United States in accordance with
a consulting agreement with Gordon Brothers Retail Partners, LLC.


ASHLEY STEWART: Has Until Oct. 6 to Decide on Unexpired Leases
--------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey extended until Oct. 6, 2014, the deadline
for the Ashley Stewart debtors to assume or reject unexpired
leases of nonresidential real property.

As reported in the Troubled Company Reporter on April 15, 2014,
the Debtors' current deadline will expire on July 8.

The Debtors said they anticipate that many of their remaining real
property leases after the initial store closings and additional
store closings conclude will be assumed by the Debtors and
assigned to the ultimate purchaser of their assets.

According to papers filed with the Court, the proposed sale
contemplated that there will be a six-month option period where
the prevailing bidder can decide to assume or reject real property
leases.  Requiring the Debtors to assume or reject the real
property leases at this stage of the Chapter 11 Cases, before they
have had an opportunity to determine whether any such real
property leases can be assumed and assigned to a potential
purchaser, may limit the Debtors' ability to maximize the value of
their assets.

                      About Ashley Stewart

The Ashley Stewart name is synonymous with offering women who wear
sizes 12 and up well-made fashionable clothes at affordable
prices.

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  New Ashley Stewart, Inc., disclosed $44,186,218 in
assets and $46,926,499 in liabilities as of the Chapter 11 filing.
The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

Ashley Stewart has obtained authority to conduct store closing
sales at 27 locations around the United States in accordance with
a consulting agreement with Gordon Brothers Retail Partners, LLC.


BEAZER HOMES: Provides Preliminary Second Quarter Data
------------------------------------------------------
Beazer Homes USA, Inc., provided certain preliminary operational
results for its fiscal second quarter and its approximation of the
unrestricted cash balance as of March 31, 2014.

As expected, new orders and closings were impacted by an estimated
6 percent decline in active community count, including a 21
percent decline in active community count in the Company's West
segment.  In addition, closings, as well as some new orders, were
impacted by severe weather conditions in the Company's East
Segment, which comprises approximately 40 percent of the Company's
active community count.

Sales per community per month for the fiscal second quarter were
3.3, compared with 2.2 in the first quarter and 3.4 in the second
quarter of 2013.  The Company expects to report an unrestricted
cash balance as of March 31, 2014 of between $285 million and $315
million and expects to report positive net income for fiscal 2014.

"We remain optimistic about the 2014 spring selling season," said
Allan Merrill, CEO of Beazer Homes.  "The new home market
continues to benefit from gradual improvements in the labor
market, limited home inventories and generally favorable
affordability metrics.  These characteristics led to more online
visits, higher traffic to our communities and stable or improving
home prices in our markets."

A copy of the press release is available for free at:

                         http://is.gd/I3I8ut

          Prices Offering of $325 Million Senior Notes

Beazer Homes priced its previously-announced offering of $325
million aggregate principal amount of 5.750 percent Senior Notes
due 2019 at par.  This represents an increase of $25 million over
the aggregate principal amount previously announced.  The Notes
are being offered in a private offering that is exempt from the
registration requirements of the Securities Act of 1933.

The Company is offering the Notes to qualified institutional
buyers in accordance with Rule 144A or outside the United States
in accordance with Regulation S under the Securities Act.  The
Company intends to use the net proceeds from the offering to fund
or replenish cash that is expected to be used to fund the
redemption of its 9.125 percent senior notes due 2018.

                          About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $33.86 million for the year
ended Sept. 30, 2013, a net loss of $145.32 million for the year
ended Sept. 30, 2012, and a net loss of $204.85 million for the
year ended Sept. 30, 2011.

As of Dec. 31, 2013, the Company had $1.93 billion in total
assets, $1.69 billion in total liabilities and $235.60 million in
total stockholders' equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BLOOM ELECTRIC: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------
Debtor: Bloom Electric Holdings, LLC
        P.O. Box 271200
        Oklahoma City, OK 73137

Case No.: 14-12012

Chapter 11 Petition Date: May 13, 2014

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Niles L. Jackson

Debtor's Counsel: O. Clifton Gooding, Esq.
                  THE GOODING LAW FIRM
                  650 City Place Building
                  204 N Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: 405-948-1978
                  Fax: 405-948-0864
                  Email: cgooding@goodingfirm.com

Total Assets: $0

Total Liabilities: $1.9 million

The petition was signed by Richard Bloom, president.

A list of the Debtor's 12 unsecured creditors is available for
free at http://bankrupt.com/misc/okwb14-12012.pdf


BROOKSTONE HOLDINGS: Panel Says 'No-Shop' Blocked Buyer
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the auction for specialty retailer Brookstone Inc.
should be extended because a so-called no-shop agreement precluded
a potential bidder from seeing detailed financial information, the
creditors' committee said.

The no-shop agreement, which bars a seller from providing
information to any other potential buyer, took effect upon the
Chapter 11 filing and will remain in place until sale procedures
are approved, the newly formed creditors' committee said in court
papers, according to the report.

Although the potential bidder "hired high-caliber U.S. bankruptcy
counsel," it was barred from conducting due diligence, according
to the committee, which didn't identify the possible buyer, the
report related.

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


C&K MARKET: Files Fine-Tuned Chapter 11 Reorganization Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that C&K Market Inc., a chain of 40 grocery stores,
submitted a revised reorganization plan based on new financing to
pay off a $25 million loan owing to U.S. Bank NA, the current
secured lender.

According to the report, like a plan filed in January, the new
version offers common stock to unsecured creditors with an
estimated $60 million in claims. The new plan also gives preferred
stock to unsecured creditors.

Unsecured creditors individually owed $10,000 or less will be paid
80 percent in cash, the report related.  Creditors secured with
liens on personal property are to be paid in full over four years,
compared with five in the prior plan. The interest rate was
increased by one percentage point to 6 percent.

Creditors secured with liens on real property will receive seven-
year notes at 6 percent interest, an increase of one percentage
point, the report further related.  The loans will amortize
principal on a 25-year schedule.

There also may be a rights offering allowing unsecured creditors
to buy more stock, the report added.

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


CAESARS ENTERTAINMENT: Three Directors Elected at Annual Meeting
----------------------------------------------------------------
Caesars Entertainment Corporation held its annual meeting of
stockholders on May 8, 2014, at which the Company's stockholders:

  1. elected Kelvin Davis, Eric Press and David Sambur as Class II
     Directors nominated by the Board to serve until the 2017
     Annual Meeting of Stockholders and until their successors are
     elected and qualified; and

  2. approved the ratification of the appointment of Deloitte &
     Touche, LLP, as the Company's independent registered public
     accounting firm for the fiscal year ending Dec. 31 2014.

On May 7, 2014 the Human Resources Committee of the Company
approved grants of options to purchase shares and restricted stock
units under the 2012 Performance Incentive Plan to the Company's
named executive officers, namely: Gary W. Loveman, Donald A.
Colvin, John W. R. Payne, Thomas M. Jenkin and Timothy R. Donovan.

Also, on May 7, 2014 the Committee also approved the following:
4,787 options to purchase shares and 4,274 of restricted stock
units under the Plan, vesting in four equal installments on each
of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018 to each of the
following directors: Fred Kleisner, Lynn Swann and Chris Williams.

A full-text copy of the Form 8-K as filed with the U.S. Securities
and Exchange Commission is available for free at:

                        http://is.gd/my1uRF

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

Caesars Entertainment reported a net loss of $2.93 billion on
$8.55 billion in 2013, as compared with a net loss of $1.50
billion in 2012.  The Company's balance sheet at March 31, 2014,
showed $24.37 billion in total assets, $26.65 billion in total
liabilities and a $2.27 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.


CASH STORE: To Wind Down Brokered Lending Business
--------------------------------------------------
Cash Store Financial on May 14 disclosed that it has abandoned its
appeal of the previously announced decision of the Court which
declared the basic line of credit that the Company made available
in Ontario to be a payday loan subject to the OntarioPayday Loans
Act, 2008 and which prohibited the Company from acting as a loan
broker without a license under the Act.

Cash Store Financial is committed to completing the restructuring
process quickly and efficiently.  The Company remains open for
business and its branches continue to operate.  For further
information on Cash Store Financial and the CCAA proceedings,
please consult the website of FTI Consulting Canada Inc., the
Court-appointed Monitor of Cash Store Financial, at
http://cfcanada.fticonsulting.com/cashstorefinancial/

                    About Cash Store Financial

Headquartered in Edmonton, Alberta, Cash Store Financial Services
Inc. (TSX: CSF) is a lender and broker of short-term advances and
provider of other financial services in Canada. Cash Store
Financial operates 510 branches across Canada under the banners
"Cash Store Financial" and "Instaloans". Cash Store Financial also
operates 27 branches in the United Kingdom.

Cash Store Financial is not affiliated with Cottonwood Financial
Ltd. or the outlets Cottonwood Financial Ltd. operates in the
United States under the name "Cash Store".  Cash Store Financial
does not do business under the name "Cash Store" in the United
States and does not own or provide any consumer lending services
in the United States.

Cash Store Financial reported a net loss and comprehensive loss of
C$35.53 million for the year ended Sept. 30, 2013, as compared
with a net loss and comprehensive loss of C$43.52 million for the
year ended Sept. 30, 2012.  As of Sept. 30, 2013, the Company had
C$164.58 million in total assets, C$165.90 million in total
liabilities and a C$1.32 million shareholders' deficit.


CALDERA PHARMACEUTICALS: Delays Form 10-K for 2013
--------------------------------------------------
Caldera Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.  The Company was unable to file its Annual Report
by the prescribed date without unreasonable effort or expense
because the Company was unable to compile certain information
required in order to permit the Company to file a timely and
accurate report on the Company's financial condition.  The Company
believes that the Annual Report will be completed within the 15
day extension period provided under Rule 12b-25 of the Securities
Exchange Act of 1934.

                            About Caldera

Based in Cambridge, Massachusetts, Caldera Pharmaceuticals, Inc.,
is a drug discovery and pharmaceutical services company that is
based on a proprietary x-ray fluorescence technology, called
XRpro(R).

The Company's balance sheet at Sept. 30, 2013, showed
$2.14 million in total assets, $3.1 million in total liabilities,
and a stockholders' deficit of $1.09 million.

"[T]he Company incurred a net loss of $2,350,606 and $413,539
during the nine months ended September 30, 2013 and 2012,
respectively. As of September 30, 2013, the Company had an
accumulated deficit of $11,357,932. The Company had a working
capital deficiency of $1,500,503, including a non-cash derivative
liability of $1,475,975 as of September 30, 2013.  These operating
losses and working capital deficiency create an uncertainty about
the Company?s ability to continue as a going concern.  Although no
assurances can be given, management of the Company believes that
potential additional issuances of equity or other potential
financing will provide the necessary funding for the Company to
continue as a going concern.  The unaudited consolidated financial
statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.  The
Company is economically dependent upon future capital
contributions or financing to fund ongoing operations," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.


CALMENA ENERGY: Forbearance Term May Be Extended to July 31
------------------------------------------------------------
Calmena Energy Services Inc. on May 14 disclosed that on March 31,
2014, Calmena and its senior lender entered into an extension
agreement pursuant to which the Senior Lender agreed to continue
to forbear from demanding payment or enforcing its security under
its credit facilities until the earlier of June 30, 2014 or a
default as defined in the Extension. Pursuant to the terms of the
Extension, the Company paid $1.0 million to the Senior Lender as a
permanent reduction of the amount owing under the Credit
Facilities on signing the Extension.  Also pursuant to the
Extension, the Company was required, on or before April 30, 2014,
to pay $9.0 million as a permanent reduction of the amount
owing under the Credit Facilities or provide evidence satisfactory
to the Senior Lender, by such date, that the Company had entered
into one or more binding transactions to sell assets that will
allow the Company to fund the required $9.0 million permanent
reduction by May 31, 2014.

The forbearance term may be further extended to July 31, 2014 if
the Company provides evidence satisfactory to the Senior Lender,
by June 30, 2014, that the Company has entered into one or more
binding transactions to sell assets that will allow the Company to
fully repay all amounts owing under the Credit Facilities by
July 31, 2014.  The April 30, 2014 deadline was subsequently
extended to May 9, 2014.

The disclosure was made in Calmena's earnings release for the
fthe first quarter ended March 31, 2014, a copy of which is
available for free at http://is.gd/H3jm0o

               About Calmena Energy Services Inc.

Calmena is a diversified energy services company that provides
well construction services to its customers operating in Canada,
the United States, Latin America and the Middle East and North
Africa. The common shares of Calmena trade on the Toronto Stock
Exchange under the symbol "CEZ".


CASH STORE: Units Barred From Selling Payday Loan
-------------------------------------------------
The Ontario Registrar of the Ministry of Consumer Services has
issued a final order to refuse a lender's license under the Payday
Loans Act, 2008, to The Cash Store Financial Inc.'s subsidiaries,
The Cash Store Inc. and Instaloans Inc.  The Company is currently
not permitted to sell any payday loan products in Ontario and will
not be eligible to re-apply for a lender's license for 12 months
from the date of issuance of the final order.  If the Company
chooses to re-apply for a license after that time, the Company
will be required to provide new or additional evidence for the
Registrar to consider or demonstrate that material circumstances
have changed.

The Company has appealed the previously announced order of the
Ontario Superior Court of Justice dated Feb. 12, 2014, pursuant to
which the Company's basic line of credit product was declared to
be a payday loan and the Company was prohibited from acting as a
loan broker in respect of its basic line of credit product without
a broker's license under the Payday Loans Act.  There is no
certainty that the appeal will be successful and it is possible
that the Company will be required to permanently close its Ontario
operations.

The Company also announced that, as part of its ongoing strategic
review, the Company and the advisors to the Special Committee of
the Board of Directors have engaged in discussions with certain of
the Company's creditors and other stakeholders to address near
term liquidity issues that have arisen, including as a result of
the suspension of the Company's right to make loans in Ontario.
The Company has been notified of the formation of an ad hoc
committee of holders of the Company's 11.5 percent senior secured
notes through its legal and financial advisors and, accordingly,
the ad hoc committee is one of the creditor groups involved in
discussions with the Company regarding how to address its near
term liquidity issues.

There is no certainty that the Company's near term liquidity
issues will be resolved and, if resolved, on terms that are
favourable to the Company.

                    About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

Cash Store reported a net loss and comprehensive loss of C$35.53
million for the year ended Sept. 30, 2013, as compared with a net
loss and comprehensive loss of C$43.52 million for the year ended
Sept. 30, 2012.  As of Sept. 30, 2013, the Company had C$164.58
million in total assets, C$165.90 million in total liabilities and
a C$1.32 million shareholders' deficit.

                          *     *     *

As reported in the Feb. 18, 2014, edition of the TCR, Standard &
Poor's Ratings Services said it lowered its issuer credit rating
on Edmonton, Alta.-based The Cash Store Financial Services Inc.
(CSF) to 'CCC' from 'CCC+'.  The downgrade follows the Ontario
Superior Court of Justice's order that CSF is prohibited from
acting as a loan broker for its basic line of credit product
without a brokers license under the Payday Loans Act, 2008.

As reported by the TCR on Feb. 21, 2014, Moody's Investors Service
downgraded the Corporate Family of Cash Store Financial Services
Inc to Ca from Caa2.  The downgrade reflects the increased
pressure on Cash Store's near-term liquidity position after the
company was forced to cease offering its Line of Credit product in
Ontario by its regulator, the Ministry of Consumer Services.


CEETOP INC: Delays 2013 Form 10-K for Review
--------------------------------------------
Ceetop, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.  The Company said it cannot file its Annual Report
within the prescribed time period because its independent
accountants have not completed the process of gathering and
analyzing the financial information necessary for the review of
the financial statements that will be included in the Company's
Form 10-K.

                         About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

China Ceetop's balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CENTRAL FEDERAL: Closes Sale of $6.7 Million Preferred Shares
-------------------------------------------------------------
Central Federal Corporation, on May 12, 2014, completed the sale
of 270,000 shares of its newly designated 6.25 percent Non-
Cumulative Convertible Perpetual Preferred Stock, Series B, with a
liquidation preference of $25.00 per share, for an aggregate
offering price of $6,750,000.  The 270,000 shares of Series B
Preferred Stock were sold pursuant to the Company's private
placement of up to 480,000 shares of Series B Preferred Stock for
an offering price of $25.00 per share.  The Series B Preferred
Stock was sold by the Company with the assistance of McDonald
Partners, LLC, as placement agent, on a best efforts basis.
After payment of approximately $272,250 in placement fees to
McDonald Partners, LLC, and approximately $75,000 of other
offering expenses, the Company's net proceeds from its sale of the
270,000 shares of Series B Preferred Stock were approximately
$6,402,750.

For each share of Series B Preferred Stock sold in the private
placement, the Company also agreed to issue, at no additional
charge, a warrant to purchase (i) 2.00 shares of common stock of
the Company if the purchaser purchased less than $700,000 (28,000
shares) of Series B Preferred Stock in the private placement, or
(2) 3.25 shares of common stock if the purchaser purchased
$700,000 (28,000 shares) or more of Series B Preferred Stock in
the private placement.  Warrants to purchase an aggregate of
610,000 shares of common stock were issued by the Company to the
purchasers of the 270,000 shares of Series B Preferred Stock sold
on May 12, 2014.  Subject to the limitations, the Warrants are
exercisable for a period of approximately five (5) years expiring
on July 15, 2019, at a cash purchase price of $1.85 per share of
common stock.

A copy of the Form 8-K is available for free at:

                        http://is.gd/cWdD9c

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014.  Crowe Horwath LLP was dismissed as
the Company's accounting firm.

The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014.  The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.  As of Dec. 31, 2013, the Company had $255.74 million in
total assets, $232.88 million in total liabilities and
$22.86 million in total stockholders' equity.


CHARLES CARDIN: Absolute-Priority Rule Applies to Individual Ch11
-----------------------------------------------------------------
The United States Court of Appeals, Sixth Circuit, held that the
Bankruptcy Code's absolute-priority rule continues to apply to
pre-petition property of individual debtors in Chapter 11 cases.
Accordingly, the Sixth Circuit reversed a bankruptcy court order
confirming a plan in an individual debtor's Chapter 11 case,
saying the plan did not comply with the rule.  The Sixth Circuit
remanded the case for further proceedings.

The appellate case is ICE HOUSE AMERICA, LLC, Appellant, v.
CHARLES CARDIN, Appellee, No. 13-5764 (6th Cir.).  The question
presented in the appeal is whether the 2005 amendments to the
Bankruptcy Code abrogated the "absolute-priority rule" as applied
to individual debtors who file for bankruptcy under Chapter 11 of
the Code. The bankruptcy court said yes, and approved a bankruptcy
plan that allowed the debtor, Charles Cardin, to retain most of
his pre-petition assets while paying his principal unsecured
creditor, Ice House America, LLC, less than 10 cents on the dollar
of its approved claim.

Ice House manufactures stand-alone machines that make cubed ice
and then vend the ice in bags to consumers. Cardin bought eight of
the machines, and operates them at various locations in Eastern
Tennessee. The machines provide substantial income: $264,000 in
2012, according to Mr. Cardin's own projections.  Separately, in
2004, Cardin (through a company he wholly owns) also signed
agreements to be the exclusive distributor of Ice House's machines
in Tennessee. But four years later Ice House sued for breach,
eventually obtaining two judgments against Cardin totaling
$1,301,900, without interest. Cardin then filed for bankruptcy as
an individual debtor.

Ice House and the United States Trustee objected to Cardin's plan
on the ground that it violates the absolute-priority rule. The
bankruptcy court overruled the objections, construing the 2005
amendments to the Bankruptcy Code to eliminate the absolute-
priority rule as applied to individual debtors. The bankruptcy
court then confirmed Cardin's plan.

Ice House appealed to the district court, which certified the
question presented for direct appeal to the Sixth Circuit.

A copy of the Sixth Circuit's May 13, 2014 Opinion is available at
http://is.gd/pEwGDFfrom Leagle.com.

Ice House America is represented in the appeal by:

     Michael S. Kelley, Esq.
     KENNERLY, MONTGOMERY & FINLEY, P.C.
     550 Main Street W
     Knoxville, TN  37902
     E-mail: mkelley@kmfpc.com

The Debtor is represented by:

     William E. Maddox, Jr., Esq.
     WILLIAM E. MADDOX, JR., LLC
     608 Mabry Hood Road
     Knoxville, TN 37932
     Tel: 865-293-4953
          865-314-8062
     Fax: 865-293-4969


COLDWATER CREEK: Finds Buyer for Idaho Headquarters
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coldwater Creek Inc., the liquidating 362-store
women's-wear retailer, found a buyer to pay $2.6 million for its
headquarters campus in Kootenai, Idaho.

According to the report, the buyer is Litehouse Foods, the largest
employer in the county after Coldwater. Litehouse makes and
distributes refrigerated salad dressing, dips, sauces and
beverages.

Coldwater marketed the property before bankruptcy and attempted
unsuccessfully to complete the sale before filing in Chapter 11 on
March 11, the report related.  If the bankruptcy judge approves at
a May 21 hearing, the property will be sold without the usual
auction.

                      About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities.  Affiliate
Coldwater Creek U.S. Inc. estimated $100 million to $500 million
in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent.  The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent.  Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.


COMDISCO HOLDING: Reports Fiscal 2014 2nd Qtr. Financial Results
----------------------------------------------------------------
Comdisco Holding Company, Inc. on May 14 reported financial
results for its fiscal second quarter ended March 31, 2014.
Comdisco emerged from Chapter 11 bankruptcy proceedings on
August 12, 2002, and under its Plan of Reorganization, its
business purpose is limited to the orderly sale or run-off of all
its remaining assets.

Operating Results: For the quarter ended March 31, 2014, Comdisco
reported net earnings of approximately $1,249,000, or $0.31 per
common share (basic and diluted).  The net earnings were driven by
a gain on sale of equity and warrant securities and the reversal
of uncertain tax positions in Canada as the Company?s Canadian
subsidiary, Comdisco Canada Limited, was liquidated during the
quarter ended March 31, 2014.  The per share results for Comdisco
were based on 4,028,951 shares of common stock outstanding on
March 31, 2014.

For the quarter ended March 31, 2014, total revenue was
approximately $1,703,000 as compared to approximately $26,000 for
the quarter ended March 31, 2013.  Net cash provided by operating
activities was approximately $1,008,000 for the six months ended
March 31, 2014 as a result of the receipt of the equity investment
proceeds and an income tax refund from Canada, offset partially by
payment of selling, general and administrative expenses and a
Canadian withholding tax.

Total assets were approximately $38,203,000 as of March 31, 2014,
including approximately $32,647,000 of unrestricted cash, compared
to total assets of approximately $38,304,000 as of September 30,
2013, including approximately $32,011,000 of unrestricted cash and
short-term investments.  The increase in unrestricted cash and
short-term investments was primarily a result of equity investment
proceeds and an income tax refund from Canada received during the
six months ended March 31, 2014 which was partially offset by
selling, general and administrative expenses and a Canadian
withholding tax paid during the period.

As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting and multiple asset sales, Comdisco?s
financial results are not comparable to those of its predecessor
company, Comdisco, Inc. Please refer to Comdisco?s quarterly
report on Form 10-Q filed with the Securities and Exchange
Commission on May 14, 2014 for complete financial statements and
other important disclosures.

                          About Comdisco

Comdisco emerged from Chapter 11 bankruptcy proceedings on
August 12, 2002.  The purpose of reorganized Comdisco is to sell,
collect or otherwise reduce to money in an orderly manner the
remaining assets of the corporation.  Pursuant to the Plan and
restrictions contained in its certificate of incorporation,
Comdisco is specifically prohibited from engaging in any business
activities inconsistent with its limited business purpose.
Accordingly, within the next few years, it is anticipated that
Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan.  At that point, the company will cease
operations.  The company filed on August 12, 2004 a Certificate of
Dissolution with the Secretary of State of the State of Delaware
to formally extinguish Comdisco Holding Company, Inc.'s corporate
existence with the State of Delaware except for the purpose of
completing the wind-down contemplated by the Plan.


CRAMER WOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cramer Wood Products, Inc.
        600 N. Scientific Street
        High Point, NC 27260

Case No.: 14-10535

Chapter 11 Petition Date: May 14, 2014

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: Hon. Benjamin A. Kahn

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                  Suite 500, 100 S. Elm St.
                  P. O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: 336-274-4658
                  Fax: 336-274-4540
                  Email: dws@imgt-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Stephen A. Cramer, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncmb14-10535.pdf


DIOCESE OF STOCKTON: Sexual Abuse Claim Bar Date Set for Aug. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court in Sacramento, California, has
established a deadline for filing claims relating to or arising
from sexual abuse in the Chapter 11 case of The Roman Catholic
Bishop of Stockton.

Spefically, the Court set Aug. 15, 2014 at 4:00 p.m. (prevailing
Pacific Time) as the last date and time for each Sexual Abuse
Claimant to assert a claim based on Sexual Abuse that occurred
before Jan. 15, 2014.

A different deadline applies to parties who may assert claims that
are not Sexual Abuse Claims against the Debtor.  Holders of
general unsecured claims have until May 22 to file proofs of
claim, while governmental entities have until July 14 to file
proofs of claim.

The Sexual Abuse Proof of Claim Form will not be available to the
general public, but will be kept confidential, except that copies
of Sexual Abuse Proof of Claim Forms will be provided, pursuant to
Court-approved guidelines, to the Debtor, the Debtor's counsel,
the Committee's counsel, and upon request, to the United States
Trustee, certain additional parties the Committee approves.

For purposes of the Bar Date Notice:

     1. "Sexual Abuse" means sexual conduct/touching or
misconduct, sexual abuse, sexual misconduct or molestation,
indecent assault and/or battery, rape, lascivious behavior,
undue familiarity, pedophilia, ephebophilia, or sexually related
psychological or emotional harm or contacts or interactions of a
sexual nature between a child and an adult, or a non-consenting
adult and another adult. "Sexually Abused" has a correlative
meaning. A child or non-consenting adult may be Sexually Abused
whether or not this activity involves explicit force, whether or
not this activity involves genital or other physical contact and
whether or not there is physical, psychological or emotional harm
to the child or non-consenting adult.

     2. A "Sexual Abuse Claim" is a claim for any or all acts or
omissions for which the Debtor may be legally responsible that in
any way arise out of, are based upon, or involve Sexual Abuse.

     3. A "Sexual Abuse Claimant" is a person who asserts a Sexual
Abuse Claim.

A list of claimed abusers is attached to the notice.  This list is
not exhaustive. Possible abusers might include clergy members,
employees, deacons, teachers, coaches, volunteers, or other
personnel.  The list includes:

     * Fr. Antonio Camacho;
     * Br. Didachus Clavell, O.F.M.;
     * Fr. Murty Fahy, O.S.F.S.;
     * Fr. Michael Kelly;
     * Fr. Titian Miani;
     * Fr. Antonio Munoz Rodriguez;
     * Monsignor Edward Noonan;
     * Fr. Oliver O'Grady;
     * Fr. Oskar Pelaez;
     * Fr. Leo Suarez; and
     * Fr. Fernando Villalobos, O.F.M.

                     About Diocese of Stockton

The Diocese of Stockton, California was established on Feb. 21,
1962, by Pope John XXIII from the territory formerly located in
the Archdiocese of San Francisco and the Diocese of Sacramento.
The Diocese, comprising the six counties of San Joaquin,
Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently
serves approximately 250,000 Catholics in 35 parishes.

As a religious organization, The Roman Catholic Bishop of
Stockton ("RCB") has no significant ongoing for-profit business
activities.  Revenue for the RCB principally comes from the annual
ministry appeal, fees for services provided to non-RCB entities,
donations, grants, and RCB ministry revenue.

When the Diocese was created, most, if not all, of the property of
the Parishes (excluding the pre- and/or elementary (K-8) schools)
was held in the name of the RCB. The RCB also held the property
for the cemeteries in the Diocese as well as some of the real
property to be used for future parishes.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15,
2014.  Judge Christopher M. Klein oversees the case.  Attorneys at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel
to the Debtor.

Stockton scheduled total assets of more than $7.2 million against
debt totaling $11.85 million.  The schedules also show that the
diocese has $1.6 million in secured debt.  Creditors of the
diocese assert $367,290 in unsecured priority claims and $9.88
million in unsecured non-priority claims.


DOLAN COMPANY: Court Approves Hiring of Deloitte Tax
----------------------------------------------------
The Dolan Company and its debtor-affiliates sought and obtained
permission from the Hon. Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware to employ Deloitte Tax LLP as
tax services provider, nunc pro tunc to the Mar. 23, 2014 petition
date.

Deloitte Tax will provide a variety of tax services to the
Debtors.  The various services include these bankruptcy tax
consulting services:

   (a) advise the Debtors and Debtor's counsel and financial
       advisors on the cash tax effects of restructuring and
       bankruptcy and the post-restructuring tax profile,
       including plan of reorganization tax costs, including
       gaining an understanding of the Debtors' financial
       advisors' valuation model and disclosure model to consider
       accuracy of tax assumptions;

   (b) advise the Debtors' regarding the restructuring and
       bankruptcy emergence process from a tax perspective,
       including the tax work plan;

   (c) advise the Debtors' on the cancellation of debt income for
       tax purposes under Internal Revenue Code Section 108;

   (d) advise the Debtors' on post-bankruptcy tax attributes
       available under the applicable tax regulations and the
       reduction of such attributes based on the Debtors'
       operating projections, including a technical analysis of
       the effects of Treasury Regulation Section 1.1502-28 and
       the interplay with IRC Sections 108 and 1017, if
       applicable;

   (e) advise the Debtors on the potential effect of the
       Alternative Minimum Tax in various post-emergence
       scenarios;

   (f) advise the Debtors on the effects of tax rules under IRC
       382(0(5) and (0(6) pertaining to the post-bankruptcy net
       operating loss carryovers and limitations on their
       utilization and the Debtors' ability to qualify for IRC
       section 382(0(5);

   (g) advise the Debtors on net built-in gain or net built-in
       loss position at the time of "ownership change", including
       limitations on use of tax losses generated from post-
       restructuring or post-bankruptcy asset or stock sales;

   (h) advise the Debtors as to the proper treatment of post-
       petition interest for state and federal income tax
       purposes;

   (i) advise the Debtors as to the proper state and federal
       income tax treatment of pre-petition and post-petition
       reorganization costs, including restructuring-related
       professional fees and other costs, the categorization
       and analysis of such costs, and the technical positions
       related thereto;

   (j) advise the Debtors in their evaluation and modeling of the
       tax effects of liquidating, disposing of assets, merging or
       converting entities as part of the restructuring, including
       the effects on federal and state tax attributes, state
       incentives, apportionment, and other tax planning;

   (k) advise the Debtors on state income tax treatment and
       planning for restructuring or bankruptcy provisions in
       various jurisdictions, including cancellation of
       indebtedness calculation, adjustments to tax attributes,
       and limitations on tax attribute utilization;

   (1) advise the Debtors on responding to tax notices and audits
       from various taxing authorities;

   (m) advise the Debtors on income tax return reporting of
       bankruptcy issues and related matters;

   (n) advise the Debtors in its review and analysis of the tax
       treatment of items adjusted for financial reporting
       purposes as a result of "fresh start" accounting as
       required for the emergence date of the U.S. financial
       statements in an effort to identify the appropriate tax
       treatment of adjustments to equity and other tax basis
       adjustments to assets and liabilities recorded;

   (o) assist in documenting, as appropriate, the tax analysis,
       development of the Debtors' opinions, recommendations,
       observations, and correspondence for any proposed
       restructuring alternative tax issue or other tax matter
       described above;

   (p) advise the Debtors regarding other state or federal income
       tax questions that may arise in the course of this
       engagement, as requested by the Debtors, and as may be
       agreed to by Deloitte Tax; and

   (q) advise the Debtors in the Debtors' efforts to calculate tax
       basis in the stock in each of the Debtors' subsidiaries or
       other entity interests.

In addition, Deloitte Tax will provide general tax advisory
services to the Debtors as may be requested by the Debtors and as
may be agreed to by Deloitte Tax pursuant to the terms and
conditions of the Tax Advisory Engagement Letter.

The hourly rates for the Restructuring Advisory Services to be
rendered by Deloitte Tax are:

       National Partner/Principal/Director     $755
       Partner/Principal/Director              $725
       Senior Manager                          $640
       Manager                                 $565
       Senior                                  $480
       Staff                                   $375

The hourly rates for the Tax Advisory Services to be rendered by
Deloitte Tax are:

       Partner/Principal/Director              $590
       Senior Manager                          $520
       Manager                                 $445
       Senior                                  $370
       Staff                                   $285

Deloitte Tax will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Deloitte Tax provided prepetition tax services to the Debtors.
Deloitte Tax received approximately $224,787 from the Debtors in
the ninety days prior to petition date.  As of the petition date,
there were no unpaid invoices with respect to services provided by
Deloitte Tax to the Debtors.

James Watson, partner of Deloitte Tax, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Deloitte Tax can be reached at:

       James Watson
       DELOITTE TAX LLP
       Suite 2800
       50 South Sixth Street
       Minneapolis, MN 55402-1538
       Tel: +1 (612) 397-4000
       Fax: +1 (612) 397-4450

                   About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  The Company has said it expects to
emerge from bankruptcy within two months.

Judge Brendan L. Shannon oversees the cases.  Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel.  Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link
Schultz, Esq.

An Official Committee of Equity Security Holders is represented by
Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B.
Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts.

The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.


DOLAN COMPANY: Court Okays Faegre Baker as Special Counsel
----------------------------------------------------------
The Dolan Company and its debtor-affiliates sought and obtained
permission from the Hon. Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware to employ Faegre Baker Daniels,
LLP as special counsel, nunc pro tunc to Mar. 23, 2014 petition
date.

The Debtors seek to retain Faegre Baker to advise and represent
the Debtors regarding these matters:

   (a) corporate governance matters;

   (b) compliance with Delaware General Corporation Law;

   (c) compliance with federal and state securities laws,
       including the rules and regulations of the U.S. Securities
       and Exchange Commission and the New York Stock Exchange;

   (d) the execution of equity and debt financings;

   (e) the execution of acquisitions and divestitures;

   (f) employment law matters;

   (g) the negotiation and interpretation of real estate leases;

   (h) government relations with federal and state legislative
       bodies with respect to matters of importance to the
       Debtors;

   (i) certain commercial litigation matters;

   (j) various commercial agreements, including intellectual
       property licensing; and

   (k) general corporate law matters.

Faegre Baker will be paid at these hourly rates:

       Alyn Bedford, Counsel               $410
       Morgan Burns, Partner               $625
       Sonnie Elliot, Senior Director      $345
       Richard Forschler, Partner          $580
       Christopher Harayda, Associate      $360
       Paul Moe, Partner                   $630
       Jonathan Nygren, Partner            $515
       Daniel Prokott, Partner             $460
       Steven Reeves, Partner              $450
       Samuel Rosenbaum, Associate         $340
       Dennis Ryan, Partner                $645
       Allen Wheeler, Associate            $425
       Partners                            $460-$765
       Associates                          $265-$490
       Law clerks, paralegals
         legal and project assistants      $200-$260

With respect to Faegre Baker's government relations and
legislative lobbying services, Faegre Baker intends to apply for
interim, to the extent applicable, and final compensation on a
fixed-fee basis, pursuant to the Compensation Procedures.  For the
past several years, the Debtors have retained Faegre Baker for a
fee of $8,000 per month.  This fee covers monitoring of
legislative and regulatory activities at both the state and
federal levels that may affect the Debtors' businesses.

On Dec. 23, 2013, the Debtors paid Faegre Baker a retainer of
$133,964.50, and have agreed that Faegre Baker will hold the
retainer in trust for application against its allowed post-
petition fees and expenses.  The Debtors paid Faegre Baker a total
of $286,674.64 in connection with prepetition services in the 90
days prior to the Petition Date.  As of the Petition Date, FBD
holds a prepetition claim of approximately $38,000 for services
rendered to the Debtors.

Dennis M. Ryan, Esq., partner of Faegre Baker, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Faegre Baker can be reached at:

       Dennis M. Ryan
       FAEGRE BAKER DANIELS LLP
       2200 Wells Fargo Center
       90 S. Seventh Street
       Minneapolis, MN 55402-3901
       Tel: +1 (612) 766-6810
       Fax: +1 (612) 766-1600
       E-mail: dennis.ryan@faegrebd.com

                   About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  The Company has said it expects to
emerge from bankruptcy within two months.

Judge Brendan L. Shannon oversees the cases.  Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel.  Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link
Schultz, Esq.

An Official Committee of Equity Security Holders is represented by
Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B.
Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts.

The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.


DOLAN COMPANY: Court Approves Hilco Real Estate as Advisor
----------------------------------------------------------
The Dolan Company and its debtor-affiliates sought and obtained
permission from the Hon. Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware to employ Hilco Real Estate,
LLC as real estate advisors, nunc pro tunc to Mar. 23, 2014
petition date.

As further set forth in the Services Agreement, the Debtors have
requested that Hilco Real Estate serve as real estate advisor
during these chapter 11 cases to perform a broad range of services
on behalf of the Debtors in connection with the Debtors' real
property holdings.  Among other things, the Services include:

   (a)  meeting with the Debtors to ascertain the Debtors' goals,
        objectives and financial parameters and working with the
        Debtors' management on an ongoing basis to review the
        Debtors' real estate portfolio, or portions thereof, in
        order to develop an appropriate series of cost savings and
        value strategies on both a portfolio-wide and property-by-
        property basis;

   (b) mutually agreeing with the Debtors with respect to a
       strategic plan for restructuring, assigning, selling, or
       terminating the Debtors' leases (the "Strategic Plan");

   (c) at the Debtors' direction and on the Debtors' behalf,
       engaging with the landlord for a particular real property
       lease to negotiate the terms of a restructuring agreement
       for such lease in accordance with the Strategic Plan for
       such lease;

   (d) providing periodic written reports to the Debtors regarding
       the status of the negotiations in subsection (c); and

   (e) assisting the Debtors in closing the pertinent lease
       Restructuring agreements.

The Debtors will compensate Hilco Real Estate in accordance with
the terms and conditions and at the times set forth in the
Services Agreement, which provides in relevant part for the
following compensation structure:

   -- for each Lease that becomes a Restructured Lease, Hilco Real
      Estate shall earn a fee equal to an amount equal to the sum
      of (i) $2,500 and (ii) the aggregate Restructured Lease
      Savings multiplied by eight percent, for the first six years
      of savings achieved;

   -- for each Lease that becomes a Restructured Lease, Hilco Real
      Estate shall earn a fee equal to the Restructured Lease
      Savings Fee.  The amounts payable on account of a
      Restructured Lease shall be paid in a lump sum upon closing
      of the transaction having the effect of restructuring the
      Lease; and

   -- all fees payable to Hilco Real Estate under the Services
      Agreement shall be free and clear of any liens, claims, and
      encumbrances, including the liens of any secured parties.

Hilco Real Estate will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Ian S. Fredericks, vice president and assistant general counsel of
Hilco Trading, LLC, the managing member of Hilco Real Estate,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Hilco Real Estate can be reached at:

       Ian S. Fredericks
       HILCO REAL ESTATE, LLC
       5 Revere Drive, Suite 206
       Northbrook, IL 60062
       Tel: (847) 418-2075
       Fax: (847) 897-0859

                   About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  The Company has said it expects to
emerge from bankruptcy within two months.

Judge Brendan L. Shannon oversees the cases.  Marc Kieselstein,
P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at
Kirkland & Ellis LLP, serve as the Debtors' counsel.  Timothy P.
Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.

Kevin Nystrom serves as the Company's chief restructuring officer.
Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

Bayside Capital is represented in the case by Akin Gump Strauss
Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link
Schultz, Esq.

An Official Committee of Equity Security Holders is represented by
Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R.
Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J.
Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B.
Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts.

The Debtors have filed a request to disband the Equity Committee,
given the "hopeless insolvency" of their estates.


DOTS LLC: Wins Approval to Hire Togut Firm as Special Co-counsel
----------------------------------------------------------------
Dots, LLC and its debtor-affiliates sought and obtained permission
from the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for
the District of New Jersey to employ Togut, Segal & Segal LLP as
special co-counsel for the Debtors, effective Mar. 25, 2014.

Togut Firm will investigate, analyze and prosecute preference
claims in favor of the Debtors' estates on a contingency fee
basis.

The Debtors and Togut Firm have agreed that the Firm will be
compensated for professional services rendered for prosecution of
the Preference Claims on a 25% contingency fee from all cash
recoveries of the Preference Claims plus its reasonable out of
pocket costs and expenses:

   (a) Contingency Fee: The Togut Firm will handle all section 547
       preference demands and actions on a contingency fee basis
       pursuant to the following formula (the "Contingency Fee"):
       25% of the cash recoveries per matter (whether by
       settlement, a judgment that is reduced to cash or other
       cash proceeds, or otherwise);

   (b) The Togut Firm will remit the net recoveries (i.e., the
       defendant's payments less the Contingency Fee) to the
       Debtors 21 days after the Togut Firm receives a defendant's
       payment.  Section 502(h) claim waivers will not be included
       in the calculation of the Contingency Fee;

   (c) The Togut Firm will be reimbursed by the Debtors and their
       Estates for its reasonable and necessary out of pocket
       expenses, including filing fees, within 30 days following
       submission of a detailed invoice, together with all
       necessary back-up documentation consistent with the Interim
       Compensation Order;

   (d) The Togut Firm will not be responsible for expert witness
       fees and expenses or the fees and expenses of any mediator,
       which shall be paid by the Debtors' estates; and

   (e) The Togut Firm will not hire any expert or mediator without
       the prior written consent of (i) the Debtors, (ii) Salus
       Capital Partners, LLC ("Salus"), as administrative and
       collateral agent, and the other lenders who are party to
       the post-petition DIP financing agreement (collectively,
       the "DIP Lenders"), and (iii) Irving Place Capital
       (together with Salus and the other prepetition secured
       lenders, the "Prepetition Secured Parties"); and in
       consultation with the Committee.

Neil Berger, member of the Togut Firm, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Togut Firm can be reached at:

       Neil Berger, Esq.
       TOGUT, SEGAL & SEGAL LLP
       One Penn Plaza, Suite 3335
       New York, NY 10119
       Tel: (212) 594-5000
       Fax: (212) 967-4258
       E-mail: neilberger@teamtogut.com

                           IP Sale

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a hearing was slated for May 13 to approve the sale
of Dots LLC's trademarks, brand names, customer lists, websites
and other intellectual property.

As previously reported by The Troubled Company Reporter, Hilco
Streambank, a Hilco Global company, has been retained by Dots to
conduct the sale of its IP portfolio.  The trademarks include the
well-known Dots(R) apparel and accessories brand and the Dots.com
domain name.

                        About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DOTS LLC: Clothing Chain So Far Sells More Than 140 Store Leases
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dots LLC, a liquidating women's wear retailer, got
permission from the bankruptcy court in Newark, New Jersey, to
sell 107 stores to Rainbow Southeast Leasing Inc.

According to the report, citing an e-mail from Andrew D. Behlmann
of Lowenstein Sandler, an attorney for Dots, Rainbow has taken
over 139 locations.  Two more are in process, bringing the total
to 141, the report related.  At an auction, Rainbow won the right
to take not fewer than 100 leases for $2.1 million, the report
further related.

At an auction set for May 8, Dots will sell trademarks, brand
names, customer lists, websites and other intellectual property,
the report added.  Those bids are due initially by May 6.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DOTS LLC: Two Buyers Win Intellectual Property
----------------------------------------------
Bevin Fletcher, writing for The Deal, reported that Dots LLC can
look ahead to a May 20 sale hearing after the retailer's
intellectual property fetched $661,000 at auction.

According to the report, in a May 13 statement, Hilco Streambank
announced an individual entrepreneur and New Dots LLC were both
winners of the May 10 auction.  According to Hilco, the unnamed
entrepreneur offered $335,000 for Dots' domain name, while New
Dots will pick up the remaining IP, including trademarks, customer
lists and brand names, for $326,000.

"The auction was very active with multiple rounds of bidding,"
Hilco Streambank executive vice president Jack Hazan said in the
statement, the report related.  "It was interesting to see the
bidding on the dots.com domain name top the bids on all of the
other assets. You need to think out of the box when selling IP, as
the best buyers are not always the likely suspects."

Hazan was not immediately available for comment, but he previously
told the Deal Pipeline that a four-letter, single-domain name such
as Dots can be valuable for domain investors or other businesses
with the word "dots" in their name, the report further related.

Each of the winning bids surpassed the stalking-horse offer from
Rainbow Inc., which totaled $250,000 for the whole package, the
report added.  Rainbow is entitled to up to $25,000 in expense
reimbursement, according to bidding procedures approved April 21.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


E. H. MITCHELL: Creditor Supports Bid to Dismiss Case
-----------------------------------------------------
Reginald J. Laurent, a creditor of E. H. Mitchell & Company LLC,
filed a Memorandum in Support of the motion of Henry G. Hobbs,
Jr., Acting U.S. Trustee for Region 5, seeking to convert or,
alternatively, to dismiss the chapter 11 case of E. H. Mitchell &
Company LLC.

According to Mr. Laurent, all of the conditions, facts and
circumstances evidencing bad faith filing of a bankruptcy
petition, as determined by the Fifth Circuit in Matter of Little
Creek Development Co., exist with respect to the filing of
Mitchell's petition.

Mr. Laurent argued that:

     -- Mitchell is a "single asset real estate" as defined in
        11 U.S.C. Sec. 101(51B).  Mitchell has one asset, a
        tract of undeveloped real property and the revenues
        it receives are passive in nature. Mitchell conducts no
        active business, other than merely operating the real
        property and activities incidental thereto.

     -- The First National Bank of Picayune, and other secured
        creditors' liens encumber Mitchell's single asset.

     -- Mitchell has no employees. Only the three principals,
        i.e., members Brian Furr, Michael Furr and Steven Furr.

     -- Mitchell has little cash flow in comparison to its debts
        owed.

     -- Mitchell has no available sources of income to sustain
        a plan of reorganization or to make adequate protection
        payments pursuant to 11 U.S.C. Sec. 361,362(d)(1),
        363(e), or 364(d)(1).

     -- Mitchell has only a few unsecured creditors, namely,
        its former accountant Kathie Rickert and its former
        attorney Alan Ezkovich, whose claims are small
        relatively speaking.

     -- Mitchell's property was on the brink of being posted
        for foreclosure by the First National Bank of Picayune.

     -- Mitchell and its largest creditor (Laurent) have
        proceeded to a stand-still in litigation that commenced
        in state court litigation.  Bankruptcy offered the only
        possibility of forestalling Laurent's State Court Lawsuit
        for attorney's fees.  Mitchell admitted in its Motion to
        Extend the Exclusivity Period, that its predominant
        purpose in filing the petition was to forestall Laurent's
        effort to assess his attorney's fee for time and labor
        expended for seven years and to avoid recordation of the
        "special privilege" accorded him under Louisiana law.

     -- There are allegations of wrongdoing by Patricia Furr and
        Brian Furr, the principals of Mitchell, both of whom are
        insiders.

Law of Office of Reginald J. Laurent can be reached at:

         Reginald J. Laurent, Esq.
         3277 Pontchartrain Drive
         Slidell, LA 70458
         Tel: (985) 847-1657
         Fax: (985) 847-2599

                    About E. H. Mitchell & Company LLC

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

The petition was signed by Michael Furr, secretary/member.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


ECOTALITY INC: Exclusive Plan Filing Period Extended to June 29
---------------------------------------------------------------
At the behest of Electric Transportation Engineering Corporation,
dba Ecotality North America and its debtor-affiliate, the U.S.
Bankruptcy Court extended the Debtors' exclusive periods to file a
plan of reorganization up to and including June 29, 2014, and the
exclusive solicitation period up to and including August 28, 2014.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EDGENET INC: Seeks More Time for Plan Exclusivity Pending Sale
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edgenet Inc., a provider of cloud-based applications
and services, is seeking an extension of its exclusive right to
propose a Chapter 11 plan.

According to the report, so far, the company has a $6.5 million
offer from PCF Number 2 Inc. in Laguna Hills, California.  If a
Delaware bankruptcy judge grants the extension at a May 14
hearing, exclusive plan-filing rights will be extended two months
to July 13, the report related.

Mr. Rochelle separately reported that former owners of Edgenet
used the threat of litigation to negotiate changes in authority
for the provider of cloud-based applications and services to use
cash constituting collateral for secured lenders' claims.
According to the report, the former owners got an extension until
May 14 for starting litigation alleging defects in the $85 million
secured claim of Liberty Partners Lenders LLC, which claims a lien
on all assets.

The former owners didn't gain the right to sue Liberty over the
invalidity of the liens, the report said.  Instead, the bankruptcy
judge in an order said that merely filing papers for the right to
sue will stop Liberty's secured claims from becoming validated on
May 14.

                         About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.  The U.S. Trustee, however, appointed an official
committee of Noteholders, comprised of holders of a segment of the
promissory notes Edgenet issued in 2004.


EL MIRAGE MARKET: Files Chapter 11 Weeks Before Foreclosure Sale
----------------------------------------------------------------
El Mirage Market Place, LLC, sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 14-07114) on May 12, 2014, in
Phoenix, Arizona. Judge Madeleine C. Wanslee presides over the
case.  Carlos M. Arboleda, Esq., at Arboleda Brechner, serves as
bankruptcy counsel.

El Mirage listed total assets of $4.51 million and total
liabilities of $15.63 million.  The petition was signed by Joseph
A. David, managing member.

The filing comes less than a month before a scheduled foreclosure
sale of the Debtor's assets.  Lots 1 and 2, of El Mirage Market
Place, located at 12170 N. El Mirage Rd. El Mirage, Arizona, is
due to be sold at public auction to the highest bidder, at the law
offices of Quarles & Brady LLP, Two North Central Avenue, Phoenix,
Maricopa County, Arizona, on June 5, 2014 at 10:00 a.m.  The
Debtor's bankruptcy halts that sale.

The property served as collateral under a promissory note in the
original principal balance of $5,232,000 owed to:

     Wells Fargo Bank, National Association
     c/o Hudson Americas, LLC
     Its Attorney-in-Fact
     2711 North Haskell Ave., Suite 1800
     Dallas, TX 75204

The current Trustee for the asset is:

     Isaac M. Gabriel, Esq.
     QUARLES & BRADY LLP
     Renaissance One
     Two North Central Avenue
     Phoenix, AZ 85004-2391
     Telephone No. 602-229-5200

Foreclosure sale also has been set for June 5 with respect to the
assets of Joseph A. David and Christine M. David located at 1428
East Villa Maria Drive, in Phoenix.  Mr. David signed the
bankruptcy petition for El Mirage Market Place, LLC.  According to
a notice of the foreclosure sale, debt due to Wells Fargo is
presently $5,632,000.  Quarles & Brady's Mr. Gabriel also serves
as trustee.


ELBIT IMAGING: Widens Loss to NIS1.5 Billion in 2013
----------------------------------------------------
Elbit Imaging Ltd. reported a loss of NIS1.56 billion on
NIS360.59 million of total revenues for the year ended Dec. 31,
2013, as compared with a loss of NIS483.98 million on NIS418.48
million of total revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed NIS4.56
billion in total assets, NIS4.97 billion in total liabilities and
a NIS408.63 million shareholders' deficit.

Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu, in Tel-Aviv, Israel, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.

On Nov. 14, 2013, Plaza Centers, Elbit Imaging's subsidiary,
announced that its board of directors has concluded that PC will
withhold payment on the upcoming maturities of its bonds and
approach its creditors with a restructuring plan.  Specifically,
PC's board resolved to withhold the repayment of approximately
EUR 15 million to its Polish bondholders due on Nov. 18, 2013; and
approximately additional EUR 17 million to Israeli bondholders due
on Dec. 31, 2013 (total of NIS 152 million).

On Nov. 18, 2013, PC, filed for reorganization proceedings with
the District Court of Amsterdam and submitted a restructuring plan
to the Court.  Pursuant to Dutch reorganization proceedings, the
Court has appointed an administrator.  PC's management in co-
operation with the administrator manages the affairs of the PC.
In practice, under such proceedings the administrator has a
supervisory role (rather than an initiative role), responsible
mainly to assure that there is no unauthorized leakage of
assets/funds from PC.

PC's ordinary unsecured creditors become subject to a stay and PC
has the ability to restructure its debts during the moratorium
with majority consent of its creditors.

Main features of PC's debt restructuring plan include:

  1. Deferral of payment obligations to PC?s creditors for a
     period of three to four years, or shorter if cash flow
     permits;

  2. Allotment of options to purchase 9.9 percent of PC's shares
     at an exercise price of GBP 0.25 per share;

  3. increased interest compensation to by 1.5 percent to
     bondholders;

  4. negative pledge on all the PC and its subsidiaries' assets;

  5. potential issuing of rights by shareholders; and

  6. dividend distribution restriction.

The meeting of creditors to approve the plan is scheduled to
June 26, 2014.  The bondholders have the right to accept or to
refuse the above mentioned features of the debt restructuring
plan.  Such refusal will lead to the liquidation of PC.

"The above described raise substantial doubt about PC's ability to
continue as a going concern," the auditors noted.

A copy of the Form 6-K Report is available for free at:

                        http://is.gd/juh3QZ

                           CEO Terminated

Elbit Imaging has formally notified Mr. Mordechay Zisser that he
will not continue as the Company's chief executive officer and
executive president, effective March 31, 2014.  The term of the
agreement between the Company and Europe Israel (M.M.S.) Ltd. for
the provision of management services by Mr. Zisser expired on
Aug. 1, 2013, and the term of the agreement between the Company
and Control Centers Ltd. for the provision of coordination,
planning, execution and supervision services to the Company's and
its subsidiaries' and affiliates' real estate projects expired on
May 31, 2011, but it continued to apply to certain real estate
projects that commenced prior to that date.  The Company is in
preliminary discussions regarding the possible engagement of Mr.
Zisser as a consultant to the Company.  However, no agreement has
yet been reached and there is no assurance that that agreement
will ultimately be reached.

The Company's board of directors is currently seeking a
replacement to serve as the Company's chief executive officer.

                     About Elbit Imaging Ltd.

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors -
- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


ELIZABETH ARDEN: Moody's Affirms 'Ba3' CFR; Outlook Developing
--------------------------------------------------------------
Moody's Investors Service changed Elizabeth Arden, Inc.'s (RDEN)
rating outlook to Developing from Stable. This follows the
company's announcement that it is exploring potential strategic
alternatives to enhance shareholder value, and its report of a
significant drop in revenue and earnings in its fiscal third
quarter. The Developing rating outlook reflects that RDEN's
strategic alternatives evaluation could lead to transactions that
are either positive or negative for creditors, as well the
potential for downward rating pressure if the company is unable to
improve its operating performance and reduce its high leverage.
Moody's affirmed RDEN's existing ratings including its Ba3
Corporate Family Rating (CFR) based on an expectation that the
company's cost reduction initiatives and gradual improvements in
international distribution will stabilize earnings over the next
year.

RDEN has not provided a time frame or details of the actions being
considered in the strategic alternatives evaluation. LG Household
& Health Care Ltd. (LGHHC) indicated in late April that it was
considering a possible acquisition of RDEN, and Moody's believes
other potential acquirers could emerge. An acquisition by a larger
entity that would accelerate the company's international growth
initiatives, or one that was otherwise financially stronger, could
be credit positive. Conversely, an asset split-up or leveraging
acquisitions would be credit negative if RDEN's existing debt
remains in place.

Actions that trigger the change of control provision in RDEN's
2021 note indenture provide bondholders some downside protection
in the event of a leveraging sale. Moody's would withdraw RDEN's
ratings if any transaction results in the redemption of its
existing debt.

Moody's took the following actions on Elizabeth Arden, Inc.:

Ratings Affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Speculative Grade Liquidity Rating at SGL-2

Senior Unsecured Regular Bond/Debenture at B1 (LGD 5, 70%)

Outlook, changed to Developing from Stable

Ratings Rationale

RDEN's Ba3 CFR reflects the limited cash flow generated from its
portfolio of well-known classic, celebrity, and designer-branded
fragrances and skin care products, greater reliance on
discretionary spending than other beauty and cosmetic categories,
modest scale, and high leverage. RDEN is attempting to increase
revenue in international markets where its fragrance market shares
are lower than in the U.S., and evolve its business mix with a
focus on skin care to reduce reliance on fragrance. Such
initiatives are occurring at a time when soft consumer demand is
contributing to a highly promotional environment in the U.S. and
other markets. RDEN is operating in a competitive market
environment that will challenge its ability to execute a quick
operational turnaround. Moody's anticipates continued near-term
earnings pressure, but that the company's growth and cost
initiatives will begin to gain some traction by the end of its
June 2015 fiscal year.

The company's SGL-2 speculative-grade liquidity rating reflects
its modest cash balance ($54 million as of 3/31/14), break even
projected free cash flow over the next 12 months, lack of near-
term debt maturities, and ample unused capacity under its $330
million asset based revolving credit facilities which expire in
January 2016. The company is reliant on the revolvers to cover its
highly seasonal cash flow, and Moody's projects revolver
borrowings will peak in a $125-$150 million range in the fall of
2014 as it builds inventory in advance of the holiday sales
period. Moody's expects that RDEN will remain comfortably above
the minimum availability thresholds in the revolver to avoid
triggering the minimum 1.1x fixed charge coverage ratio (FCCR)
maintenance covenant. However, Moody's projects only a modest
EBITDA cushion within the FCCR covenant in the event the covenant
applies.

RDEN's ratings are unlikely to be upgraded unless the company
improves its scale and product diversity such that earnings and
free cash flow are stronger and more stable. The company would
need to sustain an EBIT margin above 10%, debt-to-EBITDA leverage
below 2.5x (excluding seasonal borrowings), and comfortably
positive free cash flow. A strong liquidity position is also
necessary for an upgrade. An acquisition by a larger and more
financially conservative company could lead to an upgrade of the
bond rating if the bonds are not redeemed.

RDEN's ratings could be downgraded if earnings weaken due to
ongoing softness in consumer demand, continued competitive
promotional activity, market share erosion, or an inability to
rebound from the recent sharp drop in earnings. Debt-to-EBITDA
(excluding seasonal borrowings) exceeding 4.5x could result in a
downgrade. Debt-financed share repurchases, acquisitions, an
outcome from the strategic alternatives evaluation that was credit
negative, or a deterioration of liquidity could also lead to a
downgrade.

RDEN, headquartered in Miami, FL, is a global beauty products
company with a broad portfolio of branded prestige fragrance, skin
care and cosmetics sold in approximately 100 countries worldwide.
RDEN markets more than 100 company brands and distributes an
additional 300 brands. Revenue for the LTM 3/31/14 period was
approximately $1.2 billion.


ENCOMPASS DIGITAL: Moody's Rates $295MM First Lien Debt 'B2'
------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Encompass
Digital Media, Inc.'s proposed $265 million first-lien term loan
maturing 2021 and $30 million first-lien revolving credit facility
maturing 2019; and Caa2 rating to the new $75 million second-lien
term loan maturing 2022. In connection with this rating action,
Moody's affirmed Encompass' B3 Corporate Family Rating (CFR) and
B3-PD Probability of Default Rating (PDR). The rating outlook
remains stable.

Proceeds from the new term loans will refinance the existing term
loan B due 2017 (approximately $262 million outstanding) and
retire other outstanding obligations, including: $21 million of
borrowings under the existing revolving credit facility;
approximately $32.8 million of Macquarie Capital provided 10%
subordinated debt; and $17.4 million of deferred payout and
milestone payment obligations to TIBA Satellite Services, which
was acquired in November 2012. The first-lien term loan will
benefit from upstream domestic and first-tier foreign wholly-owned
subsidiary guarantees and be secured by a first-lien security
interest on Encompass' US assets and 65% of the voting stock of
its foreign subsidiaries. The second-lien term loan will benefit
from the same collateral package and guarantees as the first-lien
instruments but on a second-priority lien basis. Moody's views the
refinancing transaction favorably due to the maturity extensions
and comparatively lower interest rate on the new term loans, which
will reduce cash interest expense by around $3.5 million per
annum. Encompass also plans to replace the existing $30 million
revolver due 2017 with a new $30 million first-lien revolving
credit facility, which we expect to be undrawn at closing.

Ratings Assigned:

Issuer: Encompass Digital Media, Inc.

  $30 Million First-Lien Revolving Credit Facility due 2019 --
  B2 (LGD-3, 35%)

  $265 Million First-Lien Term Loan due 2021 -- B2 (LGD-3, 35%)

  $75 Million Second-Lien Term Loan due 2022 -- Caa2 (LGD-5, 84%)

Ratings Affirmed:

Issuer: Encompass Digital Media, Inc.

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the B2
ratings on the existing first-lien credit facilities upon full
repayment.

Ratings Rationale

Encompass' B3 CFR reflects the high pro forma leverage of 6.7x
total debt to EBITDA (as of fiscal year ended March 31, 2014
including Moody's standard adjustments), which primarily stems
from the February 2012 leveraged buyout (LBO) transaction by Court
Square Capital Partners. Moody's anticipates Encompass will reduce
adjusted leverage to around 6x (similar to other B3 rated global
cross industry peers) by FY16 as a result of EBITDA growth driven
by continued secular outsourcing trends from Tier-1 media
customers seeking to reduce operating expenses, new international
channel launches and increasing online video streaming and video-
on-demand (VOD) consumption. Despite the reduction in interest
expense, Encompass has limited ability to repay debt from internal
sources as a result of the sizable pro forma cash interest burden
(approximately $21 million per annum), which will consume about
30% of EBITDA. Nonetheless, we expect modestly positive free cash
flow in FY15 resulting in free cash flow to adjusted debt in the
low-single digit range. Ratings are constrained by the company's
small revenue base, customer concentration and the need to fund
incremental upfront capital expenditures as new contracts are
awarded or as the majority of existing contracts are expanded.
Given ownership by a private equity sponsor, ratings are also
constrained by the potential for shareholder-friendly actions
including additional debt-financed acquisitions and/or dividend
payments.

Ratings are supported by the contractual or recurring nature of
75% of Encompass' annual revenue and over $500 million revenue
backlog (as of 3/31/14), which will contribute nearly 80% of the
company's revenue over the rating horizon. Additional ratings
support is derived from Encompass' long-standing relationships
with blue-chip customers supported by long-term contracts that are
typically 5-7 years in length, contract renewal rates over 94%,
preferred vendor status, high switching costs and good geographic
diversity with a global network infrastructure that produces
meaningful barriers to entry. Given the maturation of US cable
channel growth, incremental demand for third-party origination and
distribution services is expected to be driven largely by the
outsourcing of upgraded content onto new platforms and into new
geographies, proliferation of multiple file formats, increasing
media consumption (primarily online video on PCs, smartphones,
tablets and gaming consoles), growth in overseas markets and
rising demand for disaster recovery services.

Liquidity is good given Encompass' modest free cash flow
generation and our expectation of full availability under the new
$30 million revolver at closing. To the extent Encompass chooses
to increase capital spending above the projected plan or
experiences a longer payback period, the liquidity profile could
possibly weaken.

Rating Outlook

The stable rating outlook reflects Moody's view that total debt to
EBITDA will remain in the 6-7x range (Moody's adjusted) over the
rating horizon and Encompass' multi-year backlog will continue to
support consistent revenue performance. The outlook also
incorporates our expectation that Encompass' liquidity will be
good, Moody's adjusted EBITDA margins will remain at or above 27%
and management will be able to maintain capital expenditures at
forecasted levels, assuming no significant acquisitions.

What Could Change the Rating - UP

Ratings could be upgraded if total debt to EBITDA is sustained
comfortably at or below 5.5x (Moody's adjusted) and free cash flow
to debt of at least 5% (Moody's adjusted), reflecting organic
growth across all operating segments and improved EBITDA margins,
together with an expanded revenue backlog.

What Could Change the Rating - DOWN

Ratings could be downgraded if revenue or EBITDA fall short of
management's plan due to a decline in contract renewals or an
inability to develop new business resulting in delayed
deleveraging and prospective total debt to EBITDA sustained above
7x on a Moody's adjusted basis. A decrease in backlog or margin
erosion resulting in weakened liquidity including deterioration in
EBITDA cushion relative to financial maintenance covenant
requirements would likely create downward rating pressure. Sizable
debt-financed acquisitions and/or dividend payments could also
result in a downgrade.

Encompass Digital Media, Inc., headquartered in Stamford, CT, is a
leading provider of outsourced network origination and
transmission services to broadcasters, cable channels and other
media companies. Having completed the acquisition and integration
of the satellite services businesses of Crawford Communications in
January 2010, the content distribution businesses of Ascent Media
in February 2011 and TIBA Satellite Services in November 2012,
Encompass operates globally throughout the US, Europe, Asia and
Latin America. Roughly 77% of revenue is derived from full-time
channel origination and transmission, 16% from occasional-use
services and 7% from government services, digital media and other
services. Court Square Capital Partners owns approximately 85% of
the company with the remaining 15% owned by management. Revenue
totaled approximately $263 million for the fiscal year ended March
31, 2014.


ENERGY FUTURE: Committee Hires MoFo and Polsinelli as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Energy Future
Holdings Corp., et al., has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lead lawyers working on the engagement are:

       James M. Peck, Esq. -- jpeck@mofo.com
       Brett H. Miller, Esq. -- bmiller@mofo.com
       Lorenzo Marinuzzi, Esq. -- lmarinuzzi@mofo.com
       MORRISON & FOERSTER LLP
       250 West 55th Street
       New York, NY 10019
       Telephone: (212) 468-8000

              -and-

       Christopher A. Ward, Esq. -- cward@polsinelli.com
       Justin K. Edelson, Esq. -- jedelson@polsinelli.com
       Shanti M. Katona, Esq. -- skatona@polsinelli.com
       POLSINELLI PC
       222 Delaware Avenue, Suite 1101
       Wilmington, DE 19801
       Telephone: (302) 252-0920

              -and-

       Edward Fox, Esq. -- efox@polsinelli.com
       POLSINELLI PC
       900 Third Avenue, 21st Floor
       New York, NY 10022
       Telephone: (212) 684-0199

As reported in the Troubled Company Reporter on May 14, 2014, the
seven members serving on the Creditors' Committee are the Pension
Benefit Guaranty Corporation; HCL America Inc.; The Bank of New
York Mellon; Law Debenture Trust Company of New York; Holt Texas
LTD, dba Holt Cat; ADA Carbon Solutions (Red River); and
Wilmington Savings Fund Society.

           About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisors for the Chapter 11 proceedings are Richard M.
Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq.,
Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J.
Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland &
Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi,
Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger,
P.A.  The Debtors also tapped as financial advisor, Evercore
Partners, and as restructuring advisor, Alvarez & Marsal.  Epiq
Systems is the claims agent.

The TCEH first lien lenders supporting the restructuring agreement
are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP
as legal advisor, and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.


ESP RESOURCES: Delays 2013 Annual Report
----------------------------------------
ESP Resources, Inc., was unable to timely file its annual report
on Form 10-K for the year ended Dec. 31, 2013, due to
unanticipated delays in the preparation of its financial reports,
according to the Company's Form 12b-25 filed with the U.S.
Securities and Exchange Commission.  The Company was unable,
without unreasonable effort and expense, to obtain and review the
information necessary to complete the preparation of its Form
10-K.

The Company expects to file its Form 10-K within the extension
period provided under Rule 12b-25 of the Securities Exchange Act
of 1934, as amended.

                         About ESP Resources

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.

The Company reported a net loss of $5.08 million on $18.09 million
of sales in 2012, compared with a net loss of $4.33 million on
$11.13 million of sales in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $5.52
million in total assets, $9.49 million in total liabilities and a
$3.97 million total stockholders' deficit.

"At September 30, 2013, the Company had cash and cash equivalents
of $52,290 and deficit working capital of $5,087,022.  The Company
believes that its existing capital resources may not be adequate
to enable it to execute its business plan.  These conditions raise
substantial doubt as to the Company's ability to continue as a
going concern," the Company stated in the quarterly report for the
period ended Sept. 30, 2013.


EVANS & SUTHERLAND: Delays 2013 Form 10-K for Analysis
------------------------------------------------------
Evans & Sutherland Computer Corporation filed with the U.S.
Securities and Exchange Commission a Notification of Late Filing
on Form 12b-25 with respect to its annual report on Form 10-K for
the year ended Dec. 31, 2013.  The Company said it requires more
time to analyze and complete the information to be contained in
the Company's 10-K for the year ended Dec. 31, 2013.

                     About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

For the nine months ended Sept. 27, 2013, the Company reported a
net loss of $793,000 on $18.42 million of sales as compared with a
net loss of $2.19 million on $17.92 million of sales for the nine
months ended Sept. 28, 2012.  The Company's balance sheet at Sept.
27, 2013, showed $25.47 million in total assets, $50.35 million in
total liabilities and a $24.88 million total stockholders'
deficit.


FARMERS MUTUAL: A.M. Best Affirms 'C++' Fin. Strength Rating
------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of C++ (Marginal) and the
issuer credit rating of "b" of Farmers Mutual Fire Insurance
Company of Branch County (FMFBC) (Coldwater, MI).

The revised outlook represents the company's moderating
underwriting leverage, improving underwriting performance, more-
than-adequate balance sheet liquidity, recent addition to surplus
and its long-standing market presence in Michigan.  However, the
company's long-term trend of unprofitable results as indicated by
the negative returns on equity and revenue on a five- and 10-year
average basis has yet to be replaced by sustained profitability.
In recent years, declines in FMFBC's surplus have plateaued due to
an improvement of underwriting standards, and the company has been
able to add to surplus.  Additionally, due to its geographic
concentration of property risks in Michigan, the company remains
exposed to severe weather-related events and competitive and
regulatory market conditions.  Furthermore, FMFBC's expense ratio
continues to strain profitability, resulting in combined ratios
that consistently exceeded the composite.

Given the company's current stable outlook, A.M. Best does not
foresee downgrading or placing a negative outlook upon the ratings
in the near term.  However, this could occur if the company were
to resume incurring material losses in its capitalization; have a
further reduction in the profitability of its core book of
business, (despite recent corrective efforts); be unable to
contain its exposure to catastrophic events within its
underwriting footprint with the current set of preventative
measures; be unable to contain its current growth pattern; or have
substantial adverse reserve development relative to its peers, as
well as the industry's averages.  Positive rating actions could
occur if FMFBC continues to narrow its level of fluctuation in its
operating results and grow premium and capital at its current
planned rates.


FIRST DATA: Incurs $200.5 Million Net Loss in First Quarter
-----------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $200.5 million on $2.64 billion of
revenues for the three months ended March 31, 2014, as compared
with a net loss attributable to the Company of $337.4 million on
$2.59 billion of revenues for the same period last year.

As of March 31, 2014, the Company had $37.15 billion in total
assets, $35.61 billion in total liabilities, $70.6 million in
redeemable noncontrolling interest, and $1.46 billion in total
equity.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/6hP4QO

                        About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of
$869.1 million in 2013, a net loss attributable to the Company of
$700.9 million in 2012 and a net loss attributable to the Company
of $516.1 million in 2011.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FRIENDSHIP DAIRIES: Amends Schedules of Assets and Liabilities
--------------------------------------------------------------
Friendship Dairies submitted to the U.S. Bankruptcy Court for the
Northern District of Texas amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,829,900
  B. Personal Property           $24,291,951
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $42,199,882
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $373,424
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,981,645
                                 -----------      -----------
        TOTAL                    $45,121,851      $45,554,951

A copy of the amended schedules is available for free at
http://bankrupt.com/misc/FriendshipDairies_amendedSAL.pdf

According to a report by the Troubled Company Reporter, the Debtor
previously disclosed $44,421,851 in assets and $45,554,951 in
liabilities as of the Chapter 11 filing.

                    About Friendship Dairies

Friendship Dairies, a general partnership, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas,
on Aug. 6, 2012.  The Debtor operates a dairy near Hereford, Deaf
Smith County, Texas.  The dairy consists of 11,000 head of cattle,
fixtures and equipment.  The Debtor also farms 5,000 acres of land
for production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FURNITURE BRANDS: Exclusive Plan Filing Period Extended to Aug. 20
------------------------------------------------------------------
Furniture Brands International sought and obtained an extension
until August 24, 2014 of the exclusive period within which the
Debtors may file a Chapter 11 plan.  The exclusive period within
which the Debtors may solicit acceptances on the Plan is extended
until October 21, 2014.

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.

Furniture Brands on April 21, 2014, filed a Chapter 11 plan to get
out of bankruptcy in which it proposes to distribute cash proceeds
from the liquidation of the assets of the company and its
subsidiaries.  The liquidating plan calls for the distribution of
the cash proceeds to Furniture Brands' creditors, which include
proceeds from the sale of its major assets to KPS Capital
Partners' new holding company and from the sale of its remaining
assets.

A hearing to consider the adequacy of the Disclosure Statement
will be held before Bankruptcy Judge Christopher S. Sontchi on
May 29, 2014 at 2:00 p.m. (prevailing Eastern Time.


GASCO ENERGY: Suspending Filing of Reports with SEC
---------------------------------------------------
Gasco Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Form 15 to terminate the registration of its common
shares under Section 12(g) of the Securities Exchange Act of 1934.
As a result of the Form 15 filing, the Company will not anymore be
obligated to file periodic reports with the SEC.

                         About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $51.27
million in total assets, $41.24 million in total liabilities and
$10.03 million in stockholders' equity.

                        Bankruptcy Warning

"If the Company is unable to generate sufficient operating cash
flows or secure additional capital before February 2014, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code," the Company said in the
quarterly report for the period ended Sept. 30, 2013.


GENERAL MOTORS: Recalls Another 2.7 Million Vehicles
----------------------------------------------------
Jeff Bennett and Joseph B. White, writing for The Wall Street
Journal, reported that General Motors Co. recalled an additional
2.7 million vehicles in the U.S. to fix a variety of defects, and
said it would take a $200 million charge against second-quarter
earnings to cover the repair costs.

According to the report, the largest U.S. auto maker has recalled
nearly 12.8 million cars world-wide this year, including vehicles
equipped with a defective ignition switch that it has acknowledged
investigating for years without taking action. GM has linked 13
fatalities to the faulty switch.

Since the controversy over its delayed response, the Detroit
company reorganized its vehicle-safety management structure and
instituted new policies to act sooner on evidence of safety
defects, the report related.  GM's new vehicle-safety chief, Jeff
Boyer, said in a statement that the latest recalls reflect those
policies.

The latest recalls also came "as a result of NHTSA's investigative
efforts and continued engagement" with GM, a National Highway
Traffic Safety Administration spokeswoman said, the report further
related.

Most of the vehicles affected by the five new recalls were made in
the mid-2000s, although some are newer, the report said.  The
latest charge to earnings brings the auto maker's total cost to
date for the safety actions to $1.5 billion.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government
provided financing.  The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.

Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor.  Garden City Group is the claims
and notice agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation was dissolved.  On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GOLDEN LAND: Section 341(a) Meeting Set on June 16
--------------------------------------------------
A meeting of creditors in the bankruptcy case of Golden Land LLC
will be held on June 16, 2014, at 3:00 p.m. at Room 2579, 271-C
Cadman Plaza East, Brooklyn, NY.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014.
The Debtor estimated assets and debt of $10 million to $50
million.  Xiangan Gong, Esq., at Xiangan Gong serves as the
Debtor's counsel.  Judge Nancy Hershey Lord presides over the
case.


GGW BRANDS: 'Girls Gone Wild' Video Franchise Sale Approved
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Los Angeles bankruptcy judge approved a sale of the
"Girls Gone Wild" video franchise and other assets for $1.83
million on April 23.

According to the report, an auction was canceled because there no
bids to compete with the so-called stalking horse, who isn't
affiliated with founder Joe Francis.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


HAMPTON ROADS: Promotes James Williams to Chief Info. Officer
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, promoted James T. Williams to
chief information officer.  In this role, Mr. Williams will be
responsible for providing leadership and executing information
technology strategy in a variety of areas, such as
systems/process, procedure and policy management, security program
management, audit/risk/governance/compliance management, and
project management.  Mr. Williams will continue to be based in
Raleigh, NC.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "James has made
outstanding contributions to the company since joining us in 2011,
and we are excited to announce his promotion.  He has nearly three
decades of experience in information technology, much of that in
the banking industry, and his strong track record of leadership,
operational support, and IT expertise will help us continue to
deliver on our One Bank strategy."

Mr. Williams has served as senior vice president, director of
Information Technology at the Company since January 2011.  Before
joining the Company, Mr. Williams worked at RBC Bank from May 1994
to January 2011, serving as Information Security Manager from
March 2005 to January 2011.  Prior to that experience, Mr.
Williams worked in various IT positions at Sprint Mid-Atlantic
Telcom and MicroAge Computer Center.  He holds a Bachelor of
Science degree in Management of Technology and attains CPE credits
annually to ensure technology trending knowledge needed to
maintain professional certifications.

Mr. Williams is active in a number of professional organizations,
and his affiliations include a Global Information Assurance
Certification from SANS, and the designation of Certified
Information Security Manager from ISACA.  Mr. Williams
participates in the Research Triangle Park (RTP) Chapters of
Infragard, which is a coalition sponsored by the Department of
Homeland Security and Federal Bureau of Investigation to promote
and ensure infrastructure security within the nation's private
sector businesses.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Hampton Roads posted net income attributable to the Company of
$4.07 million in 2013, a net loss attributable to the Company of
$25.09 million in 2012 and a net loss attributable to the Company
of $97.54 million in 2011.  As of Dec. 31, 2013, the Company had
$1.95 billion in total assets, $1.76 billion in total liabilities
and $183.84 million in total shareholders' equity.

                          Written Agreement

The Company and Bank of Hampton Roads entered into a Written
Agreement with the Federal Reserve Bank of Richmond and the Bureau
of Financial Institutions effective June 9, 2010.  Under the terms
of the Written Agreement, BOHR agreed to certain actions and
restrictions on its operations and could not declare or pay
dividends to its shareholders without prior regulatory approval.
The Written Agreement was terminated on Feb. 20, 2014, and the
Company and BOHR are no longer subject to its terms and
conditions.  The FRB and Bureau of Financial Institutions retain
supervisory oversight following termination and have the ability
to institute informal measures that could impose restrictions on
the business activities of the company and its subsidiaries.
Shore was not a party to the Written Agreement.


HD SUPPLY: John Alden Appointed as Director
-------------------------------------------
Upon recommendation from the nominating and corporate governance
committee of the board of directors of HD Supply Holdings, Inc.,
the board of directors of Holdings and HD Supply, Inc., appointed
John W. Alden to the Board and to the Board's Audit Committee.

The Board has determined that Mr. Alden is an independent director
under the applicable independence requirements of the NASDAQ Stock
Market and the Securities Exchange Act of 1934.  The appointment
is effective April 3, 2014.  Mr. Alden is filling the Class I
vacancy on the board of directors following the resignation of Mr.
Mitchell Jacobson which became effective on Dec. 31, 2013.  Mr.
Alden will serve as a Class I director of Holdings, and will stand
for re-election at the 2014 annual meeting of shareholders.

Mr. Alden, 72, served with United Parcel Service, Inc., the
largest express package carrier in the world, for 35 years,
serving on UPS's board of directors from 1988 to 2000.  His most
recent role at UPS was as vice chairman of the board from 1996
until his retirement in 2000.  Mr. Alden is also a director of the
following public companies: Barnes Group Inc. since 2000, Silgan
Holdings Inc. since 2001, The Dun & Bradstreet Corporation since
2002, and Arkansas Best Corporation since 2005.  He will be
retiring from Dun & Bradstreet's board as of the date of its May
2014 annual meeting.  He has not served as a director of any other
public company in the last five years.  Mr. Alden brings to the
board extensive experience in strategic planning, worldwide
marketing, sales, communications, public relations and logistics
and a life-long career in industry.

Mr. Alden will participate in Holdings' standard outside director
compensation program, including a pro-rated annual equity retainer
based on the date he joined the Holdings' board of directors.  Mr.
Alden entered into the Company's standard indemnification
agreement.

There are no family relationships between Mr. Alden and any
officer or other director of the Company or any related party
transactions involving Mr. Alden.  There is no arrangement or
understanding between Mr. Alden and any other person pursuant to
which either was selected as a director.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.

As of Nov. 3, 2013, the Company had $6.51 billion in total assets,
$7.21 billion in total liabilities and a $698 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HOLLY RIDGE: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: Holly Ridge Development, LLC
        5842 W 21st
        Wichita, KS 67205

Case No.: 14-21130

Chapter 11 Petition Date: May 13, 2014

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Hon. Robert E. Nugent

Debtor's Counsel: David P Eron, Esq.
                  ERON LAW, P.A.
                  229 E. William, Suite 100
                  Wichita, KS 67202
                  Tel: 316-262-5500
                  Fax: 316-262-5559
                  Email: david@eronlaw.net

Total Assets: $5.60 million

Total Liabilities: $8.10 million

The petition was signed by Christopher Stevens, member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/ksb14-21130.pdf


HOWARD & CHRISTINE BINGHAM: Foreclosure Auction Set for June 11
---------------------------------------------------------------
Real and personal property of Howard R & Christine O Bingham LLC
will be sold at public auction to the highest bidder at front
steps to Graham County Courthouse, 800 W. Main Street, Safford,
Arizona, on June 11, 2014, at 10:00 a.m.

The property is located at 1765 South 20th Avenue, Safford, AZ
85546.  Proceeds of the sale will be used to pay down debt in the
original principal balance of $382,000 owed to:

     Wells Fargo Bank, National Association
     121 Park Center Plaza, 6th Floor
     San Jose, CA 95113

The Current Trustee may be reached at:

     W. Scott Jenkins, Jr.
     RYLEY CARLOCK & APPLEWHITE
     One North Central Avenue, Suite 1200
     Phoenix, AZ 85004

The sale will be made for cash, federal funds wire transfer or
other form of payment satisfactory to the Trustee.  Every bidder
except for Beneficiary will be required to provide a $10,000
deposit in form satisfactory to the Trustee as a condition to
entering a bid.  Wells Fargo reserves the right to transfer the
secured indebtedness to, and/or to acquire title to all or part of
the collateral in the name of, a title-holding affiliate following
the commencement of this sale.


INDYMAC BANCORP: FDIC Loses on Bank Tax Refund in 9th Cir. Appeal
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that unsecured creditors of IndyMac Bancorp Inc. for a
third time won a $55 million victory over the Federal Deposit
Insurance Corp. on the question of whether the holding company or
the liquidated bank subsidiary is entitled to a tax refund.

According to Mr. Rochelle, the question has received differing
answers from different courts. The latest decision was handed down
on April 21 by the U.S. Court of Appeals in San Francisco dealing
with the IndyMac tax refund.

In April 2012, U.S. Bankruptcy Judge Sheri Bluebond issued a
report and recommendation where she concluded that the bankrupt
holding company owned the tax refund, with the FDIC, as receiver
for the bank, having only an unsecured claim, the report related.
Her recommendation was upheld by a federal district judge. The
FDIC appealed to the Ninth Circuit appeals court in San Francisco
and lost again.

In a five-page unsigned opinion, the three-judge appellate court
said that California law allows families of company to decide by
contract how they will handle tax refunds among themselves, the
report further related.  In IndyMac's case, the tax-sharing
agreement didn't establish a "principal-agent" relationship, the
court said, and didn't give the bank subsidiary any control.

Therefore, there was no trust relationship and thus no valid
argument that the holding company held the refund in trust for the
benefit of the bank subsidiary, the report added.

The appeal in the circuit court is FDIC v. Siegel (In re IndyMac
Bancorp Inc.), 12-56218, U.S. Court of Appeals for the Ninth
Circuit (San Francisco).

                     About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr.
C.D. Cal. Case No. 08-21752) on July 31, 2008.  Representing
the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer,
Esq.  Bloomberg noted that Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


INTERFAITH MEDICAL: Plan Hearing Adjourned to May 23
----------------------------------------------------
The bankruptcy court has adjourned the May 12 hearing to consider
confirmation of Interfaith Medical Center, Inc.'s Chapter 11 plan
to May 23, 2014 at 10:30 a.m. (Eastern Time), with additional time
available on May 30 at 10:30 a.m. (Eastern Time) to the extent, if
any, necessary.

The Debtor believes the Plan would maximize returns to IMC's
creditors and maximize the provision of health care services to,
as well as the preservation and creation of health care jobs in,
IMC's community.

The Plan contemplates satisfaction of the prepetition secured
creditor and DIP lender The Dormitory Authority of the State of
New York's claims through transfer to DASNY's designee of certain
real property and real property leases (which assets primarily
will be leased to the Reorganized Debtor). DASNY is slated to
have a less than 50% recovery on account of its secured claims
(Class 4).

The Reorganized Debtor will retain certain operating assets and
certain real property leases, which the Reorganized Debtor then
will use to provide healthcare services in the Debtor's community.

The Plan contemplates the formation of a liquidating trust as of
the Effective Date, which will receive, liquidate, and distribute
the net proceeds of certain assets of the Debtor to holders of
general unsecured claims.

The Debtor notes that acceptance of the Plan by holders of general
unsecured claims (Class 6) would benefit such holders as then: (a)
DASNY would waive any distribution in its allowed Class 6 Claim of
not less than $100 million; and (b) all funds available for
distributions from the liquidating trust would go to allowed
claims in Class 6 and would not be available for any potential
shortfall in funding available or reserved for the payment of
allowed administrative claims and allowed claims in Classes 1, 2,
and 3.  The Disclosure Statement does not provide for the
estimated percentage recovery for general unsecured creditors.

Equity holders are not receiving anything under the Plan.

The voting deadline was May 5 and the deadline for plan objections
was May 8.

A black-lined copy of the First Amended Disclosure Statement filed
April 11, 2014 is available for free at:

  http://bankrupt.com/misc/Interfaith_Medical_1st_Am_DS_Blackline.pdf

A blacklined copy of the Chapter 11 Plan filed April 11, 2014 is
available for free at:

  http://bankrupt.com/misc/Interfaith_Medical_1st_Am_Plan_Blackline.pdf

                 Committee Confirmation Objections

The Creditors Committee argues that the Plan cannot be confirmed
on these grounds:

  -- The Plan improperly treats DASNY's claims;

  -- The Plan does not satisfy the requirements of Sections 1122,
1123, and 1129 of the Bankruptcy Code.  It does not provide for
payment in full of administrative claims, priority claims, or
postpetition medical malpractice claims in violation of Section
1129(a)(9) of the Bankruptcy Code.

  -- The Plan also impermissibly provides for the estimation or
liquidation of medical malpractice claims by the bankruptcy court
in violation of 28 U.S.C. Sec. 157(b)(2)(B) and 157(b)(5).

  -- The Plan grants impermissible non-debtor releases.

With respect to DASNY, the Committee points out that DASNY was a
prepetition lender and thereby held certain prepetition secured
and unsecured claims against the Debtor.  After the Petition Date,
DASNY became the DIP Lender and thereby holds certain DIP claims.
The Committee believes that the Court is likely to find that the
value of DASNY's prepetition collateral is less than the value of
DASNY's DIP Claims and its postpetition adequate protection
Claims.  Accordingly, the Committee believes that all of DASNY's
prepetition Claims are now general unsecured claims that will vote
as part of Class 6, and that the postpetition claims in Class 4
(secured claims) are not eligible to vote.

                       Disclosure Statement

Interfaith Medical in April obtained approval of the disclosure
statement explaining its First Amended Chapter 11 Plan.

The Pension Benefit Guaranty Corporation, the Official Committee
of Unsecured Creditors and certain unions asserted in their
disclosure statement objections that DASNY, which is the DIP
lender, is not providing sufficient amounts for payment of
postpetition administrative expense and priority claims.  DASNY
disputed the allegations, saying that it will provide sufficient
funds to pay all such administrative expense claims and will
establish disputed claims reserves for the estate of all such
claims that have yet to be allowed.

DASNY's counsel can be reached at:

         WINSTON & STRAWN LLP
         David Neier, Esq.
         Carrie V. Hardman
         200 Park Avenue
         New York, NY 10166-4193
         Tel: (212) 294-6700
              (212) 294-4700
         E-mail: denier@einston.com
                 chardman@winston.com

The Committee's counsel can be reached at:

         ALSTON & BIRD LLP
         Martin G. Bunin, Esq.
         Craig E. Freeman, Esq.
         90 Park Avenue
         New York, New York 10016
         Tel: (212) 210-9400

                About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Former Board Member Seeks Case Dismissal
------------------------------------------------------------
Julia James, a former member of Interfaith Medical Center, Inc.'s
board of trustees, filed with the bankruptcy court on May 9 a
motion to dismiss IMC's Chapter 11 case.

Ms. James says she was a member of the board of trustees during
the bankruptcy proceeding until removed from the board solely
because of her notification to the Court of irregularities.

"While it is not a prerequisite for a petitioner for
reorganization to allege or show insolvency or inability to pay
debts as they mature, the Debtor and its largest secured creditor,
the Dormitory Authority of the State of New York have fraudulently
petitioned and/or represented to the Court that the Interfaith
lacks the ability to pay its debts."

Ms. James seeks to dismiss the bankruptcy filing on the basis of
bankruptcy fraud and failure to propose a Chapter 11 plan in good
faith.

Ms. James, acting pro se, claims that the Debtor knowingly made a
false entry relating to its financial affairs, and the Debtor's
operating cash was artificially reported low by intentional
failure to bill timely.  She alleges that loss reserves for
Medicaid and Medicare receivables were grossly and materially
overstated in order to manipulate income reported in its
bankruptcy schedules. As to the Plan, she points out that the Plan
is not fair or equitable to unsecured creditors.

                About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


IOWA GAMING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

    Debtor                                 Case No.
    ------                                 --------
    Iowa Gaming Company, LLC               14-13904
    825 Berkshire Blvd.
    Wyomissing, PA 19610

    Belle of Sioux City, L.P.              14-13907
    825 Berkshire Blvd
    Wyomissing, PA 19610

Type of Business: Casino Operator

Chapter 11 Petition Date: May 14, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Judge: Hon. Richard E. Fehling

Debtors' Counsel: John C. Kilgannon, Esq.
                  Robert Lapowsky, Esq.
                  STEVENS & LEE, P.C.
                  1818 Market Street, 29th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 751-1943
                  Email: jck@stevenslee.com
                         rl@stevenslee.com

Debtors'
Co-Counsel:       John K. Shaffer, Esq.
                  Eric D. Winston, Esq.
                  Rachel Appleton, Esq.
                  QUINN EMANUEL URQUHART & SULLIVAN, LLP
                  865 S. Figueroa Street, 10th Floor
                  Los Angeles, CA 90017

Debtors'
Financial
Advisor:          PROVINCE, INC.

Debtors'
Litigation
Co-Counsel:       WEINHARDT & LOGAN, P.C.

                                       Estimated   Estimated
                                         Assets      Debts
                                     ------------  ----------
Iowa Gaming Company                  $50MM-$100MM  $1MM-$10MM
Belle Sioux City                     $50MM-$100MM  $1MM-$10MM

The petitions were signed by Robert S. Ippolito, secretary and
treasurer.

List of Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Missouri River Historial Dev        QSO Nonprofit     $1,604,660
P.O. Box 131
Salix, IA 51052
Tel: 712-943-4050

City of Sioux City                  Utilities           $142,432

Woodbury County-Board of SUPVR      Government           $19,986

Sysco Lincoln Inc.                  Trade                $18,986

Aristocrat Technologies Inc.        Trade                $16,970

Janitor Depot Inc.                  Trade                $12,063

Central Credit LLC                  Trade                $11,410

Avery Outdoor                       Trade                $11,400

Iowa Dept. of Admin. Services       Government           $6,101

US Bank Credit Cards                Credit               $5,843

The Chesterman Co.                  Trade                $5,125

Farner-Bocken Co.                   Trade                $4,974

Midamerican Energy Company          Utilities            $4,206

Greater Siouxland Imp Assoc.        QSO Nonprofit        $4,201

SHFL Entertainment, Inc.            Trade                $3,782

Coffee King Inc.                    Trade                $3,680

The Printer Inc.                    Trade                $3,512

The Leroy Hanson Co. Inc.           Trade                $3,501

Sapp Brothers Petroleum Inc.        Utilities            $3,467

L & L Distributing Co. Inc.         Trade                $2,727


INFINIA CORPORATION: Liquidating Plan Confirmed
-----------------------------------------------
Infinia Corporation in mid-April obtained an order from U.S.
Bankruptcy Judge William T. Thurman confirming its proposed plan
of liquidation.

Gil A. Miller of Rocky Mountain Advisory, the Debtors'
professional accountants and tax advisors in the bankruptcy cases,
will serve as the initial liquidating trustee.

In its findings and conclusions regarding the Plan, the Court
affirmed that all of the applicable requirements for confirmation
set forth in 11 U.S.C. Sec. 1129 have been satisfied.

All classes of claims have accepted the Plan.  According to
Debtor's counsel Steven C. Strong, of Parsons Kinghorn Harris,
only holders of claims in Class 1 (priority claims) and Class 4
(general unsecured claims) submitted qualified ballots, and the
two classes accepted the Plan by affirmative vote of more than
two-thirds in amount and more than one-half in number of the
allowed claims in each class.  Equity holders, which are not
receiving anything, were deemed to reject the Plan.

The Internal Revenue Service submitted an objection to
confirmation but later withdrew the objection following
negotiations with the Debtor.

The IRS objection suggested that Infinia should have filed Form
945 returns (regarding withholdings from nonpayroll distributions)
with the IRS for the tax years ending December 31, 2012 and
December 31, 2013.  Infinia has argued that it is no longer
responsible for filing those returns after Infinia changed the way
its 401(k) plan was administered in December 2011.

The hearing to consider confirmation of the Plan was held April
14.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, commenced Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


IRISH BANK: Sells 4,500 U.S.-Based Loans With $8.57B in Balances
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irish Bank Resolution Corp., formed to complete the
liquidation of Ireland's Anglo Irish Bank Corp. and Irish
Nationwide Building Society, is selling more than 4,500 loans with
combined balances of about 6.2 billion euros ($8.57 billion).

According to the report, although a U.S. judge previously
determined that the Irish court is presiding over the so-called
foreign-main bankruptcy, selling the loans requires U.S. court
approval because they were either made to American borrowers, have
collateral in the U.S. or were guaranteed by U.S. citizens.

The loans being sold, referred to by IBRC as Stone U.S. Loans,
were made to more than 2,500 borrowers, the report related.  IBRC
effectively conducted an auction already, so none will be held.

There are six buyers, including Deutsche Bank AG London Branch,
the report further related.  About half of the Stone U.S. loans
remain to be sold.

                    About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.


KOPPERS' HOLDINGS: Moody's Affirms Ba2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed Koppers' Holdings Inc.'s
Ba3 Corporate Family Rating ("CFR") and upgraded the Senior
Unsecured Notes to Ba3 from B1. Moody's also assigned an SGL-2
Speculative Grade Liquidity rating to Koppers. The action follows
additional disclosure regarding Koppers' plans to finance the
acquisition of Osmose's wood preservation chemicals and railroad
services business. Proceeds from a new $300 million secured term
loan and a $210 million draw on a new $500 million secured
revolving credit facility will be used to fund the $460 million
acquisition, repay existing revolver borrowings, and pay
transaction-related fees and expenses. Concurrent with the
transaction, the unsecured notes will be ratably secured and rank
pari passu with the new secured debt. The outlook is stable

"The proposed transaction exhausts Koppers' capacity in the Ba3
rating for meaningful debt-funded acquisitions until it has
successfully integrated this acquisition and reduced adjusted
leverage below four times," said Ben Nelson, Moody's Assistant
Vice President and lead analyst for Koppers Holdings, Inc.

The actions:

Issuer: Koppers Holdings, Inc.

Corporate Family Rating, Affirmed Ba3;

Probability of Default Rating, Affirmed Ba3-PD;

Speculative Grade Liquidity Rating, Assigned SGL-2;

Outlook, Stable.

Issuer: Koppers, Inc.

$300 million Senior Notes due 2019; Upgraded to Ba3 (LGD3 48%)
from B1 (LGD4 69%);

Outlook, Stable.

The ratings are subject to Moody's review of the final terms and
conditions of the proposed transactions.

Ratings Rationale

The Ba3 Corporate Family Rating is principally constrained by weak
credit metrics for the rating category on pro forma basis for the
Osmose acquisition and integration- and industry-related risks
that Moody's believes will make it difficult for the company to
return credit metrics to appropriate levels. The rating is also
constrained by legal and environmental risks, exposure to cyclical
end markets, and high customer concentration. The rating considers
favorably solid operational and geographic diversity, strong
market shares in certain businesses, favorable cost positions in
part due to back-integration, demonstrated stability in difficult
economic environments, a dearth of available substitutes for some
key products, and good liquidity.

Moody's views the acquisition as a good fit strategically.
Osmose's copper-based wood preservation chemicals business will
increase Koppers' exposure to the recovering residential housing
market where Koppers' creosote-based wood preservatives are
banned. Profitability should continue to improve in this business
in the intermediate term. Exposure to copper, a key raw material
for Osmose's chemicals, is very manageable considering Koppers'
size and solid liquidity arrangements. The integration should be
manageable as the investment thesis does not entail significant
operational consolidations. The principal uncertainty beyond the
cyclicality of housing-related end markets is the industry
structure considering the recent changes in ownership.

Moody's does not envision significant organic revenue growth on
combined basis at least through 2014. Industry conditions have
been unfavorable for the CMC segment, particularly in carbon pitch
and phthalic anhydride. Ongoing weakness in the aluminum industry
will make it difficult to achieve a supply/demand balance
supportive of higher pricing in the near-term. The trend toward
greater use of non-phthalate plasticizers will work against
otherwise improving fundamentals in construction-related end
markets, important drivers for demand for phthalic anhydride.
Modest growth is likely in the RUPS segment and acquired
businesses. However, we expect profitability will improve as the
company achieves acquisition-related synergies and continues to
address low operating rates in certain geographies for Koppers.
The company has initiated an operational restructuring program
with a planned shut-down of a facility in the Netherlands and
curtailment of a production facility in the United States.

Moody's measures financial leverage in the mid 4 times
(Debt/EBITDA) and interest coverage near 4 times (EBITDA/Interest)
on a pro forma basis for the twelve months ended March 31, 2014.
One-time expenses associated with operational restructuring
program, acquisition integration, and financing transactions
likely will result in negative free cash flow in 2014. The company
should start to see the benefits of these actions with retained
cash flow of at least 10% of debt and positive free cash flow in
2015. This should position the company to reduce leverage to below
4 times by the end of 2015. Debt reduction will be an important
component of achieving these metrics if business conditions remain
soft. Absent debt reduction beyond required amortization, the
company would need to increase EBITDA (without considering Moody's
standard analytical adjustments) to an annualized run-rate of at
least $230 million. The company generated just over $140 million
of EBITDA for the twelve months ended March 31, 2014 and less than
$200 million on a pro forma basis for the acquired business.

The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity to support operations for at least the next four
quarters. The short-term liquidity rating assumes that free cash
flow will be modestly negative in 2014 due to expenses required to
achieve cost reductions and acquisition synergies, but turn
positive in 2015. Koppers has just under $350 million of available
liquidity on a pro forma basis at March 31, 2014. The credit
agreement is expected to contain two financial maintenance
covenants: (i) total secured leverage ratio set initially at 5.5x;
and (ii) a fixed charge coverage ratio set at 1.1x for the life of
the facility. Moody's expects the company to maintain compliance
with these covenants in the near-term.

The stable outlook assumes that credit metrics will improve over
the next 12-18 months. Moody's could downgrade the rating if the
company does not stay on track to reduce leverage to below 4 times
and generate retained cash flow-to-debt in the low-to-mid teens by
the end of 2015. Structural changes in the company's cash flow
profile or any material unfavorable developments with respect to
environmental and legal concerns could also have negative rating
implications. Moody's could upgrade the rating with expectations
for leverage sustained below 3 times, free cash flow consistently
in excess of 10% of debt, and solid liquidity to cover unforeseen
expenses.

Koppers Holdings, Inc. produces carbon compounds and treated wood
products used in the aluminum, chemical, railroad, and steel
industries. Headquartered in Pittsburgh, Pa., the company
generated $1.4 billion in revenue for the twelve months ended
March 31, 2014.


LEHMAN BROTHERS: SunCal Closes Escrow on Purchase of Oakland Site
-----------------------------------------------------------------
SunCal, one of the largest real estate development companies in
the U.S. that specializes in large-scale, mixed-use master-planned
communities, has closed escrow on the purchase of the 167-acre Oak
Knoll property in Oakland, California, from the Lehman Brothers
estate.  The transaction was concluded on Friday, May 9, for an
undisclosed sum.

The parcel in the exclusive Oakland Hills area was the site of the
former Oakland Naval Medical Center that SunCal and its former
financial partner, Lehman Brothers, had been redeveloping into a
master-planned community before Lehman collapsed in 2008 during
the global economic crisis.  The Naval complex treated thousands
of wounded military personnel during World War II and continued
serving through the Korean War, Vietnam War, Gulf War and
peacetime before it closed in 1996.

During its previous involvement with the site that began in 2005,
SunCal conducted extensive planning and on-site work.  This
included community outreach; initiating the entitlement process;
clean-up and demolition; and designing a mixed-use community
planned to include 960 homes, 82,000 square feet of
commercial/retail, and 50 acres of parks and open space.

"We're excited to resume our involvement with this very special
site and we look forward to again working toward making this a new
community that all of Oakland can be proud of," said Frank Faye,
SunCal Executive Vice President.  "This is one of the most
significant master-planned community opportunities in the San
Francisco Bay area, and it is particularly satisfying to once
again be at the helm of Oak Knoll's development."

"The City of Oakland is thrilled to have SunCal back on the
project," said Larry Reid, Vice Mayor, City of Oakland.  "They
worked well with our City and we know they can deliver a
development that will be an asset to my district and all of
Oakland."

Beginning in 2009 while the property was on hold during Lehman's
bankruptcy process, SunCal managed the general cleanup, weed
abatement and demolition of numerous buildings throughout the site
on behalf of the bankruptcy trustee.  The last building to be
demolished was the 11-story main hospital building, which was
imploded with dynamite in April 2011 before a festive gathering of
city officials, area residents, former Navy staff and numerous
news outlets.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge James M. Peck resigned to join
Morrison & Foerster LLP as co-chairman of the restructuring and
insolvency practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.


MERVYN'S LLC: ECJ Wins Summary Judgment in Polacheck Suit
---------------------------------------------------------
Ervin Cohen & Jessup LLP announced that after two years of
litigation, it has secured the dismissal of all claims against its
client, Art Polacheck, and successfully defended the $11M lawsuit
initiated by Plaintiff GRL-Mesa Investments, LLC.

On May 13, 2014, ECJ attorneys Randall Leff, Barry MacNaughton,
and Rusty Selmont, won their Motion for Summary Judgment on
plaintiff's breach of contract and unfair business practices
causes of action.  Having already previously convinced the court
to dismiss Plaintiff's other nine causes of action, ECJ thus
achieved a complete defense of Plaintiff's lawsuit and ensured it
take nothing from its claims.

Polacheck was Plaintiff's real estate agent and assisted with
Plaintiff's 2008 purchase of an $11M property in Arizona that
housed a Mervyn's.  Plaintiff alleged that Polacheck failed to
discover that Mervyn's was in financial distress, which ultimately
led to its bankruptcy a few months after the transaction closed.
ECJ successfully defended the action on the grounds that many of
the claims were barred by the statute of limitations, but that in
any event, there was no evidence that Polacheck had duty to
perform such an investigation or that any real estate professional
could have known about Mervyn's secret imperiled condition.

"We are obviously thrilled with Judge Palazuelos's decision,"
Mr. Selmont said.  "We had been cautioning the Court all along
that this case lacked a viable legal theory and, ultimately, she
agreed.  Our client did everything that was expected out of a real
estate professional and then some, and he deserves to have this
unfounded case finally put to rest."

Ervin Cohen & Jessup is a full-service law firm that provides a
broad range of business-related legal services including
litigation; real estate transactions and finance; tax planning and
controversies; intellectual property and technology; corporate
law; estate planning; employment law; health care law; and
bankruptcy, receivership and reorganization.  ECJ is a member of
the international organizations Geneva Group International and Law
Firm Alliance.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels.  Mervyn's had 176 locations in seven
states.  Mervyn's stores had an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and were located primarily in regional malls, community
shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 08-11586) on July 29, 2008.  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's decided to pursue liquidation.


MILLENIUM DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Millenium Development & Construction, LLC
        387 Manhattan Avenue
        Brooklyn, NY 11221

Case No.: 14-42411

Chapter 11 Petition Date: May 14, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Neil R Flaum, Esq.
                  FLAUM & ASSOCIATES, P.C.
                  369 Lexington Avenue, Suite 1201
                  New York, NY 10017
                  Tel: (212) 509-7400
                  Fax: (212) 509-0740
                  Email: flaumandassociatespc@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


MINT LEASING: Posts $3.2 Million Net Income in 2013
---------------------------------------------------
The Mint Leasing, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $3.22 million on $6.45 million of total revenues for
the year ended Dec. 31, 2013 as compared with a net loss of
$238,969 on $9.97 million of total revenues in 2012.

As of Dec. 31, 2013, the Company had $19.08 million in total
assets, $15.07 million in total liabilities and $4.01 million in
total stockholders' equity.

"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders.  We can provide no assurance that
additional financing will be available on favorable terms, if at
all.  If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants.  If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless.  Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern.  If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the Annual
Report.

A copy of the Form 10-K is available for free at:

                       http://is.gd/nHhvVq

                         About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.


MONARCH COMMUNITY: Incurs $2.5 Million Net Loss in 2013
-------------------------------------------------------
Monarch Community Bancorp, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss available to common stockholders of $2.55 million on
$7.37 million of total interest income for the year ended Dec. 31,
2013, as compared with a net loss available to common sockholders
of $741,000 on $8.63 million of total interest income during the
prior year.  The Corporation reported a net loss of $353,000 in
2011.

As of Dec. 31, 2013, the Company had $170.96 million in total
assets, $151.24 million in total liabilities and $19.72 million in
total stockholders' equity.

Plante & Moran, PLLC, in Grand Rapids, Michigan, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  In their audit
report on the consolidated financial statements for the year ended
Dec. 31, 2012, Plante & Moran expressed substantial doubt about
Monarch Community's ability to continue as a going concern, noting
that the Corporation has suffered recurring losses from operations
and as of Dec. 31, 2012, did not meet the minimum capital
requirements as established by its regulators.

A copy of the Form 10-K is available for free at:

                        http://is.gd/nn3oMQ

                        About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.


MONEY CENTERS: To Have Chapter 11 Trustee
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that trustees are seldom appointed for companies in
Chapter 11 reorganization.  Money Centers of America Inc., a
provider of cash machines for casinos, is an exception to the
rule, Mr. Rochelle noted.

The Mille Lacs Band of Ojibwe Indians sought a trustee to oust
management 10 days after the March 21 Chapter 11 filing, which
occurred when the tribe was on the brink of having a receiver
appointed after obtaining a $6.7 million judgment in connection
with cash machines at its two casinos in Minnesota, the report
related.

At a hearing on April 23, U.S. Bankruptcy Judge Christopher S.
Sontchi signed an order calling for a trustee to oust management
of the company and take control of a subsidiary, the report
further related.

Law360 reported that Money Centers and its senior secured lender
pushed back against attempts to have the Chapter 11 trustee
appointed in its Delaware bankruptcy case, arguing that do so
would scuttle the proposal to sell the debtor's assets in a
bankruptcy auction.

Casino check-cashing firm MCA denied the allegations of dishonest
conduct and gross mismanagement that prompted the trustee
requests, calling the allegations "spurious and inflammatory" and
saying handing the case to an outside overseer would disrupt steps
already taken to prepare for a sale under Section 363 of the
Bankruptcy Code, Law360 said, citing court filings.

MCA's senior secured lender, Mercantile Refinance LP, joined in
the opposition to the appointment, arguing that a proposal the
debtor floated April 2 for a sale process was the "best choice"
and should be allowed to go forward, Law360 related.

Money Centers of America, Inc. filed a Chapter 11 petition
(Bankr. D. Del. Case No. 14-10603) on March 21, 2014, in Trenton,
New Jersey.  Kevin Scott Mann, Esq., at Cross & Simon, LLC in
Wilmington, in Delaware, serves as counsel to the Debtor.  The
Debtor estimated up to $1 million to $10 million in both assets
and liabilities.  The petition was signed by Christopher
Wolfington, Chairman & CEO.


MONTANA ELECTRIC: Debtor Plan Modified After Noteholders Deal
-------------------------------------------------------------
Following a deal with members and noteholders, Southern Montana
Electric Generation and Transmission Cooperative, Inc., on April
21, filed an amendment to its reorganization plan and the court-
approved disclosure statement filed by the former Chapter 11
trustee.

The Plan provides for the continued operation of the Debtor for an
estimated four-year period.

The Plan is filed with the support of the four remaining members
of the Debtor consisting of Tongue River Electric Cooperative,
Inc. located in Ashland, Montana; Fergus Electric Cooperative,
Inc. located in Lewistown, Montana; Mid-Yellowstone Electric
Cooperative, Inc. located in Hysham, Montana; and Beartooth
Electric Cooperative, Inc. located in Red Lodge, Montana.

The Plan is also supported by all of the secured noteholders of
the Debtor consisting of The Prudential Insurance Company of
America, Universal Prudential Arizona Reinsurance Company,
Prudential Investment Management, Inc. as successor in interest to
Forethought Life Insurance Company, and Modern Woodmen of America.

Finally, incorporated within the Plan is a settlement reached with
all of the construction lienholders which recorded mechanic liens
against property of the Estate.

According to the latest iteration of the Disclosure Statement, the
Plan reflects a comprehensive settlement among the Debtor, the
members and the noteholders which, from an Estate perspective,
substantially improves upon the terms of a negotiated settlement
between the Noteholders and the Trustee.  The Plan resolves the
issue of the value of the Noteholders' collateral and eliminates
the Noteholders' current claim for a $46 million "make-whole
amount".  The settlement reached with the Noteholders will result
in a material reduction of the Noteholders' debt, interest rate
relief for Reorganized Southern, and a much shorter period of time
term within which the Noteholders' restructured debt is repaid.
The Plan also provides for recoveries to other secured creditors
and distributions to unsecured creditors that are equal to if not
greater than what they would receive if the Debtor were to be
liquidated.

The Debtor said that despite its efforts which resulted in
settlements with virtually all major claim holders in the Chapter
11 case, the Debtor has not obtained the support of the Committee
as of the filing of the Disclosure Statement, however, the Debtor
continues to engage in settlement dialogue with counsel to the
Committee and remains optimistic that resolution can be reached
with the Committee prior to the date of any confirmation hearing.

The Amended Plan proposes to treat claims and interests as
follows:

  -- The secured claims of holders of Series 2010 A and Series
2010 B Notes will be allowed in an aggregate principal amount of
$22.25 million to be satisfied by way of (1) retention by the
indenture trustee and the noteholders of adequate protection
payments, (2) 4-year term promissory notes in the aggregate amount
of $21 million, (3) delivery to the noteholders of a pro rata
basis of the deposit held by Northwestern Energy in the amount of
$1.25 million and (iv) the $1 million of funding for the HGS
Holding Trust.

   -- Holders of general unsecured claims will each receive a pro
rata share of proceeds of avoidance actions up to an amount not to
exceed $1 million.  On the effective date, avoidance actions will
be transferred to a Committee representative.

   -- As to the member reserve account claims, the member reserve
accounts will be maintained in their current amounts, if any, and
held in trust by Reorganized Southern to ensure prompt payment of
the members' power bills.

   -- All member interests and certificates will be retained by
the members.

A hearing is slated for May 20.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.


MSC SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2-PD probability of default rating to MSC Software
Corporation. Moody's also assigned a B1 rating to its proposed
first lien debt and Caa1 to its proposed second lien debt. The new
debt will be used to refinance existing debt and pay a
distribution to shareholders. The company is owned by private
equity investors, Symphony Technology Group and Elliott
Management. The ratings outlook is stable.

Ratings Rationale

The B2 corporate family rating reflects MSC's high leverage as a
result of the financing and the owners aggressive financial
policies but also considering its strong niche position in the
simulation and analysis software industry. The company has built a
strong niche providing finite element and related analytic
software to large customers in the automotive and aerospace and
defense industries. MSC has provided critical tools for these
industries for several decades. Demand for simulation and analysis
software is expected to grow at strong rates given its ability to
build and test virtual prototypes and shorten time-to-market of
new product designs. MSC however is expected to grow at more
modest rates given the maturity of much of its product lineup. If
not for the company's strong niche position and stable revenue
stream, the ratings would likely be lower given the high leverage,
relatively small size (2013 revenues $216 million) and modest
growth prospects.

Leverage at closing is approximately 7x based on December 2013
results pro forma for the proposed new debt (and 6.6x pro forma
for cost reductions implemented in the March 2014 quarter).
Leverage is expected to decline towards 6x and free cash flow to
debt is expected to improve to 7% over the next year based on a
full year of recent cost cuts and modest revenue growth. The
company is however considered weakly positioned in the B2
category.

The ratings could be downgraded if leverage is not on track to get
below 6x and free cash flow to debt not on track to get to 7%.
Though unlikely in the near term given the owners aggressive
financial policies, the ratings could be upgraded if leverage is
sustainably under 4.5x.

Liquidity is good based on an expected $20 million of cash on hand
at closing, an undrawn $10 million revolver and expectations of
over $30 million of free cash flow over the next year.

Assignments:

Issuer: MSC Software Corporation

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

1st Lien Senior Secured Revolving Credit Facility, Assigned B1,
LGD3, 34 %

1st Lien Senior Secured Term Loan Credit Facility, Assigned B1,
LGD3, 34 %

2nd Lien Senior Secured Term Loan Credit Facility, Assigned
Caa1, LGD6, 96 %

Outlook, Stable

MSC Software Corporation is a provider of computer aided
engineering software. The company with 2013 revenues of
approximately $216 million, is headquartered in Newport Beach, CA.


NACE LAND AND CATTLE: Property to Be Auctioned Off June 3
---------------------------------------------------------
Property of Nace Land and Cattle Company, Inc., will be sold at
public auction to the highest bidder, at the law offices of
Quarles & Brady LLP, Two North Central Avenue, Phoenix, Maricopa
County, Arizona, on June 3, 2014 at 10:00 a.m.

The property is located at the southerly side of Upper Ridge Way,
Paradise Valley, Arizona and across the street from 4322 and 4332
East Upper Ridge Way.  The property serves as collateral to debt
under a promissory note in the original principal balance of
$5,000,000 owed to:

     Wells Fargo Bank, National Association
     c/o Hudson Americas, LLC
     Its Attorney-in-Fact
     2711 North Haskell Ave., Suite 1800
     Dallas, TX 75204

The current Trustee is:

     Isaac M. Gabriel, Esq.
     QUARLES & BRADY LLP
     Renaissance One
     Two North Central Avenue
     Phoenix, AZ 85004-2391
     Telephone: 602-229-5200

Nace Land and Cattle Company is located at 9826 N. 39th Street
Phoenix, Arizona 85028.


NEWLEAD HOLDINGS: MGP Seeks Add'l 2.85 Million Settlement Shares
----------------------------------------------------------------
MG Partners Limited, on May 8, requested 13,500,000 additional
settlement shares and on May 9, MGP requested 15,000,000
additional settlement shares pursuant to the terms of the
Settlement Agreement approved by the Supreme Court of the State of
New York, County of New York.  Following the issuances of the
above amounts, the Company will have approximately 506,029,119
shares outstanding, which outstanding amount includes recent share
issuances related to previously issued convertible notes, employee
grants, settlement shares and partial exercises of outstanding
preferred stock.

On Dec. 2, 2013, the Supreme Court entered an order approving,
among other things, the fairness of the terms and conditions of an
exchange pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended, in accordance with a stipulation of settlement
among NewLead Holdings Ltd., a corporation organized and existing
under the laws of Bermuda, Hanover Holdings I, LLC, and MG
Partners Limited, in the matter entitled Hanover Holdings I, LLC,
v. NewLead Holdings Ltd., Case No. 160776/2013.  Hanover commenced
the Action against the Company on Nov. 19, 2013, to recover an
aggregate of $44,822,523 of past-due indebtedness of the Company,
which Hanover had purchased from certain creditors of the Company
pursuant to the terms of separate purchase agreements between
Hanover and each of those creditors, plus fees and costs.  The
Order provides for the full and final settlement of the Claim and
the Action.  The Settlement Agreement became effective and binding
upon the Company, Hanover and MGP upon execution of the Order by
the Court on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 shares (adjusted to give effect to
a 1 for 10 reverse stock split effective March 6, 2014) of the
Company's common stock, $0.01 par value.

A full-text copy of the Form 6-K is available for free at:

                        http://is.gd/tbzF9o

                       About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


OCTAVIAR ADMIN: Chapter 15 Petitioners Fight Drawbridge
-------------------------------------------------------
Katherine Elizabeth Barnet and William John Fletcher -- in their
capacity as liquidators of Octaviar Administration Pty. Ltd., and
as duly authorized foreign representatives -- have asked the
Bankruptcy Court to overrule the objection filed by Drawbridge
Special Opportunities Fund LP to the petition seeking Chapter 15
recognition of bankruptcy proceedings involving Octaviar in
Australia.

According to the Petitioners, they are seeking recognition of the
Australian proceeding, the sort of proceeding that has been
previously recognized by courts throughout the United States.
Drawbridge's objection, the Petitioners said, is not based on the
Petitioners' failure to satisfy their burden under Chapter 15, but
rather, is simply to avoid being subject to legitimate claims
against it in the United States.  Drawbridge's remaining
objections, they added, boil down to a single, fundamentally
unsupportable assertion: that the Petitioners must not be
permitted to satisfy the requirements for granting recognition.

The Petitioners are represented by:

         Howard Seife, Esq.
         Andrew Rosenblatt, Esq.
         Francisco Vazquez, Esq.
         Eric Daucher, Esq.
         CHADBOURNE & PARKE LLP
         30 Rockefeller Plaza
         New York, NY 10112
         Tel: (212) 408-5100

Drawbridge stated that Octaviar has no US assets to preserve and
distribute to creditors; there is no litigation pending against it
in the US that must be stayed; and there are no assets to be
discovered in the US.  There is simply no relief the Court could
grant upon recognition of the second Chapter 15 petition that
would advance the objectives of Chapter 15.  Drawbridge said the
case is not about the relief for which Chapter 15 was intended.
Rather, it is all about the litigation tactics of the Petitioners,
who seek to use the Court to validate yet more unnecessary and
duplicative litigation in the US courts that must have been part
of their case.

Drawbridge asserted that (i) the Petitioners have failed to
satisfy the requirements of Section 109(a); the second Chapter 15
petition was an abuse of process; and at (iii) a minimum, the
Court must condition recognition on prohibiting petitioners from
bringing duplicative, unnecessary US litigation.

Drawbridge is represented by:

         David F. Heroy, Esq.
         Jacob M. Kaplan, Esq.
         BAKER & MCKENZIE LLP
         452 Fifth Avenue
         New York, NY 10018
         Tel: (212) 626-4228
         Fax: (212) 310-1600

              - and -

         Lee S. Attanasio, Esq.
         John G. Hutchinson, Esq.
         Nicholas K. Lagemann, Esq.
         SIDLEY AUSTIN LLP
         787 Seventh Avenue
         New York, NY 10019
         Tel: (212) 839-5300
         Fax: (212) 839-5599

                   About Octaviar Administration

Katherine Elizabeth Barnet and William John Fletcher, joint and
several liquidators of Queensland, Australia-based Octaviar
Administration Pty Ltd. filed a Chapter 15 petition against the
Company on Feb. 27, 2014.  The case is In re Octaviar
Administration Pty Ltd., Case No. 14-10438 (Bankr. S.D.N.Y.).  The
Company has estimated assets of $50 million to $100 million and
estimated debts of more than $1 billion.


OGX PETROLEO: Batista Presents Defense in Insider-Trading Suit
--------------------------------------------------------------
Dan Horch, writing for The New York Times' DealBook, reported that
the onetime Brazilian billionaire Eike Batista has begun his
formal defense against the insider-trading allegations brought by
Brazil?s main securities regulator, the C.V.M.

According to the report, federal prosecutors in the country are
also investigating Mr. Batista?s actions. But Mr. Batista?s
ultimate saving grace may be that no one in Brazil has ever gone
to jail for insider trading, and lawyers say that is unlikely to
change now. Based on the track record of previous cases, the worst
outcome Mr. Batista probably faces is a fine.

Ever since Mr. Batista?s six publicly listed firms began their
stock market collapse last year, minority shareholders have
accused him of foul play, the report related.

This April, an internal committee at the C.V.M. recommended that
Mr. Batista be charged with insider trading and manipulating stock
market prices in his petroleum exploration company, OGX, the
report further related.  The federal prosecutor?s office
subsequently opened a criminal investigation into the case.

Mr. Batista sold 126.6 million shares in OGX last May and June,
the report added.  On July 1, the company publicly acknowledged
that three of its most promising oil fields were probably not
viable, and its stock price plunged.

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participacoes
S.A., now known as Oleo e Gas, is an independent exploration and
production company with operations in Latin America.

OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001.  The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.

The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.


OPTA MINERALS: Resets Financial Covenant Ratios Following Waiver
----------------------------------------------------------------
Opta Minerals Inc. on May 14 disclosed that long-term borrowings
of $34.9 million have been reclassified to current borrowings as a
result of the default of certain financial covenants stipulated
under the Company's credit agreement.  Subsequent to March 31,
2014, the Company obtained a waiver in respect of these financial
covenant ratios and has reset certain financial covenant ratios
through to December 31, 2015.  The amended credit agreement also
resets pricing related to interest rates and fees.

The debt to equity ratio at March 31, 2014 was 1.10 to 1.00, and
at December 31, 2013 was 1.17 to 1.00.

The disclosure was made in Opta Minerals' earnings release for the
three months ended March 31, 2014, a copy of which is available
for free at http://is.gd/f2Btic

Opta Minerals is a vertically integrated provider of custom
process solutions and industrial mineral products used primarily
in the steel, foundry, loose abrasive cleaning, water-jet cutting
and municipal water filtration industries.  The Company has
production and distribution facilities in Ontario, Quebec,
Saskatchewan, Louisiana, South Carolina, Virginia, Maryland,
Indiana, Michigan, New York, Texas, Florida, Ohio, Idaho, France,
Slovakia and Germany. Opta has one of the broadest product lines
in the industry.


OPTIM ENERGY: Walnut Creek Denied Standing to Sue Cascade, ECJV
---------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon denied the request of
Walnut Creek Mining Company, an unsecured creditor of Optim Energy
LLC, for derivative standing to pursue claims for
recharacterization, equitable subordination, and breach of
fiduciary duties against Cascade Investments, L.L.C. and ECJV
Holdings, LLC on behalf of the Debtors.  Walnut Creek alleges that
the secured debt should be recharacterized as equity, equitably
subordinated, or otherwise set aside.  Walnut Creek believes that
the Debtors have colorable claims against Cascade and ECJV arising
out of an allegedly inequitable scheme by Cascade and ECJV to
transform themselves from equity holders to senior secured
lenders. Walnut Creek also argues that the 2008 increase in the
Wells Fargo credit facility from $1 billion to $1.25 billion was
insufficient to adequately address Optim Energy's liquidity needs,
and that Optim Energy was undercapitalized at the time the Wells
Fargo Credit Facility was amended in October 2008.  Walnut Creek
said the DIP Financing Orders entered in the case prevent the
Debtors from pursuing these claims, and because no committee of
unsecured creditors has been appointed in these chapter 11 cases,
Walnut Creek seeks leave of the Court, authority, and derivative
standing to commence and prosecute the Claims.

Judge Shannon, however, held that Walnut Creek has failed to
allege colorable claims in his May 13 Opinion available at
http://is.gd/xtwNkEfrom Leagle.com.  According to Judge Shannon,
when Optim Energy filed its bankruptcy petition in February 2014,
the filing constituted an event of default under the Wells Fargo
Credit Facility.  There is no dispute that Cascade and ECJV as
guarantors were obligated upon such an event of default to pay the
outstanding balance under the Wells Fargo Credit Facility.  There
is also no dispute that at such time the outstanding aggregate
principal amount of debt was approximately $712 million, which
amount Cascade paid to Wells Fargo on the Petition Date.  The
Court said there is no viable claim for breach of fiduciary duties
and Optim Energy was not undercapitalized in 2007 at the time the
Cascade Guarantees and Guaranty Reimbursement Agreement were
signed.  Judge Shannon also held that under the more stringent
standards applied to insiders, the facts alleged do not rise to
the level of wrongful conduct.

Counsel for Walnut Creek Mining Company:

     Anthony W. Clark, Esq.
     Sarah E. Pierce, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
     One Rodney Square
     P.O. Box 636
     Wilmington, DE 19899-0636
     E-mail: anthony.clark@skadden.com
             sarah.pierce@skadden.com

          - and -

     Kenneth S. Ziman, Esq.
     Christine A. Okike, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
     Four Times Square
     New York, NY 10036-6522
     E-mail: ken.ziman@skadden.com
             christine.okike@skadden.com

Counsel for Cascade Investment, L.L.C. and ECJV Holdings, LLC:

     Robert J. Dehney, Esq.
     William M. Alleman, Jr., Esq.
     Christopher M. Hayes, Esq.
     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     1201 N. Market Street, 16th Floor
     Wilmington, DE 19801

          - and -

     Kurt Mayr, Esq.
     BRACEWELL & GIULIANI, LLP
     Goodwin Square
     225 Asylum Street, Suite 2600
     Hartford, CT 06103

          - and -

     Pauline K. Morgan, Esq.
     Margaret Whiteman Greecher, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR LLP
     Rodney Square, 1000 North King Street
     Wilmington, DE 19801

          - and -

     Lindsee P. Granfield, Esq.
     Boaz S. Morag, Esq.
     CLEARY GOTTLIEB STEEN & HAMILTON LLP
     One Liberty Plaza
     New York, NY 10006
     E-mail: lgranfield@cgsh.com
             bmorag@cgsh.com

The Debtors are represented by:

     Rachel B. Goldman, Esq.
     Robert G. Burns, Esq.
     BRACEWELL & GIULIANI, LLP
     1251 Avenue of the Americas, 49th Floor
     New York, NY 10020-1104
     E-mail: rachel.goldman@bgllp.com
             robert.burns@bgllp.com

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell
LLP; and Kurt Mayr, Esq., at Bracewell and Giuliani LLP represent
the Debtors as counsel.  The Debtors have employed Protiviti Inc.
as restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OPTIM ENERGY: Seeks to Sell Coal-Fired Plant
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Optim Energy LLC, the owner of three power plants, is
proposing a $2.55 million bonus program, including $250,000 for
the chief executive officer on the successful sale of the
company's one coal-fired facility.

According to Bloomberg, citing court papers, Optim is trying to
sell the coal-fired plant and would give CEO Nick Rahn a $150,000
bonus when the bankruptcy court approves sale procedures. He would
get $100,000 more when the sale is completed, the Bloomberg report
related.  Rahn, along with six other high-level executives, would
have a separate $400,000 in incentive bonuses if performance
targets are met, the Bloomberg report added.

Mr. Rochelle said in a separate report that Walnut Creek Mining
Co., the power-plant owner's largest unsecured creditor, has
argued that Cascade Investment LLC should be treated as the owner,
not a secured lender of Optim.  Walnut Creek pointed out that when
Cascade took over Optim's $713 million loan from Wells Fargo Bank
NA, Cascade became secured under a pre-existing agreement to use
the assets as collateral in the event of a call on the guarantee.

The mining company alleged an ?inequitable scheme,? through which
Cascade transformed itself ?from a mere equity holder to the
secured lender,? Mr. Rochelle related.  Walnut Creek asked the
bankruptcy court to let it sue Cascade on behalf of all creditors,
saying that Silver Spring, Maryland-based Optim itself waived the
right to sue by obtaining financing from Cascade, Mr. Rochelle
further related.

                          About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OVERSEAS SHIPHOLDING: May 23 Hearing on CBA Amendments
------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 23, 2014, at
2:00 p.m., to consider approval of Overseas Shipholding Group,
Inc., et al.'s amendments to the collective bargaining agreements.
Objections, if any, are due May 16.

On May 2, the Debtors requested that the Court:

   i. authorize, to the extent required, the payment of the Wage
Increase to the articulated tug barges (ATB) Crew;

  ii. authorize the implementation of a retention plan for
eligible ATB Crew;

iii. authorize the Debtors to enter into the American Maritime
Officers Union (AMO) Amendment;

  iv. authorize the Debtors to enter into the Seafarers
International Union (SIU) Amendment;

   v. authorize the Debtors to assume and perform their
obligations under the AMO CBA; and

  vi. authorize the Debtors to assume and perform their
obligations under the SIU CBA, as amended by the SIU Amendment.

The Debtors relate that as they continue to prepare for emergence
from the bankruptcy proceedings, one of the most vital elements to
their successful reorganization will be their ability to attract
and retain first-rate crews to operate their vessels.   While the
Debtors have historically been able to achieve the goal, recent
industry trends have created certain hiring and retention
challenges, particularly with regard to the Debtors' fleet of
articulated tug barges (ATBs).

In this connection, the Debtors have determined that it is in the
best interests of their creditors, estates and other parties-in-
interest to provide to certain of their ATB crew members, either
directly or through the amendments to the collective bargaining
agreements with the relevant Unions, (i) a modest increase in
wages; and (ii) a retention bonus plan pursuant to which retention
bonuses will be payable at the end of a 36-month period.

The Debtors anticipate that the wage increase will comprise a
modest annual cost of approximately $780,000, and the retention
plan a modest annual cost of approximately $1.7 million.  Thus,
through payments totaling approximately $2.5 million per year --
an expense per ATB of just $735 a day -- the Debtors will be able
to more closely align their compensation with industry standards
and practices, ensuring that the Debtors can maintain the high
caliber of service that has been crucial to their past success and
bolstering their prospects for a successful emergence.

A copy of the proposed amendments to the CBA is available for free
at http://bankrupt.com/misc/OVERSEASSHIPHOLDING_3100_cba.pdf

The Debtor, in a separate filing, request permission to file
unredacted forms of amendments to the CBA under seal.

The Debtors are represented by:

         James L. Bromley, Esq.
         Luke A. Barefoot, Esq.
         CLEARY GOTTLIEB STEEN & HAMILTON LLP
         One Liberty Plaza
         New York, NY 10006
         Tel: (212) 225-2000
         Fax: (212) 225-3999

              - and -

         Daniel B. Butz, Esq.
         Derek C. Abbott, Esq.
         Daniel B. Butz, Esq.
         Ann C. Cordo, Esq.
         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         1201 North Market Street
         P.O. Box 1347
         Wilmington, DE 19801
         Tel: (302) 658-9200
         Fax: (302) 658-3989

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.

                          *     *     *

In March 2014, OSG filed a plan of reorganization that hinges on a
plan support agreement it struck with lenders holding an aggregate
of approximately 77% of amounts outstanding under the Company's
Unsecured Revolving Credit Facility.  The Debtors and the so-
called Consenting Lenders also agreed to the terms of a
$300,000,000 rights offering, which would be backstopped by the
Consenting Lenders.  The Original Plan generally provided that
creditors' allowed non-subordinated claims against the Debtors
other than claims under the Unsecured Revolving Credit Facility,
would be paid in full, in cash, including post-petition interest,
or reinstated and holders of equity interests and claims
subordinated pursuant to section 510(b) of the Bankruptcy Code
would receive a combination of shares of common stock and warrants
issued by reorganized OSG valued at approximately $61,400,000.
Under the Original Plan, holders of claims arising out of the
Unsecured Revolving Credit Facility would receive their pro rata
share of stock and warrants of the reorganized OSG. In addition,
the Original Plan provided that the 7.50% Unsecured Senior Notes
due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes
due in 2018 issued by OSG will be reinstated, following payment of
outstanding interest.  The Debtors also entered into a commitment
letter with Goldman Sachs Bank USA to provide $935,000,000 in exit
financing to the fund the Debtors' emergence from bankruptcy.

Late in April, following negotiations with equity holders and the
official committee of equity security holders, OSG abandoned the
agreement with the Consenting Lenders as well as the Original
Plan, and filed an amended Plan premised on an equity commitment
agreement with the Equity Holders, who collectively hold
approximately 30% of the outstanding shares of the Company.  Each
Commitment Party has agreed to purchase shares in a rights
offering with an aggregate offering amount of $1,500,000,000, and
committed to purchase shares in respect of unexercised
subscription rights in the rights offering.  The Debtors will
distribute to each Equity Holder one subscription right in respect
of each existing equity interest held by such Equity Holder. So-
called Class B securities carry an entitlement to distribution of
up to 10 % of the net litigation recovery in the malpractice
lawsuit against Proskauer Rose LLP and four of its partners.

The Debtors also abandoned the financing deal with Goldman Sachs
and, instead, accepted the funding offer from Jefferies Finance
LLC, which consisted of (a) a $600,000,000 term loan secured by a
first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000
term loan secured by a first lien on the Debtors' International
Flag assets; (c) a $75,000,000 asset based revolving loan
facility; and (d) a $75,000,000 revolving loan facility.

Hearing on the disclosure statement explaining the Amended Plan as
well as the Equity Commitment Agreement and the exit financing
commitments is scheduled for May 23, 2014.  The Debtors have
proposed a July 14, 2014 Plan confirmation hearing.


OVERSEAS SHIPHOLDING: Proposes New Plan Discovery Schedule
----------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the Bankruptcy Court
to set a discovery schedule and authorize other procedures in
connection with the hearing on the confirmation of the Debtors'
First Amended Joint Plan of Reorganization.

The Court will consider approval of the request at a hearing
scheduled for May 23, 2014 at 2:00 p.m.  Objections, if any, are
due May 19, at 4:00 p.m.

On April 21, the Court entered the order establishing discovery
schedule and other procedures for plan confirmation, setting a
discovery schedule for the confirmation hearing on the Joint Plan
of the Debtors.  On May 2, the Debtors filed an Amended Plan,
which substantially increases recoveries for the Debtors' existing
equity holders while generally maintaining the recoveries for
creditors with allowed claims.

Subject to the Court's approval, the Amended Plan, which is funded
in part by a $1,500,000,000 rights offering backstopped by the
Commitment Parties and certain exit financing facilities, will
generally pay in full or render unimpaired allowed creditor
claims, and provide a more robust recovery to Old OSG Equity
Interests than the Debtors' prior plan delivered.  The Debtors
have proposed setting the confirmation hearing to approve the
Amended Plan for July 14.

To ensure that any discovery obligations surrounding the
confirmation hearing occur in a smooth and orderly fashion, the
Debtors request that the Court use its inherent power to approve
the Proposed Discovery Order.

Simultaneously with the filings of the Amended Plan and the
Amended Disclosure Statement, the Debtors proposed this schedule:

   July 1:                 finish expert discovery
   July 3:                 deadline for filing of objections to
                           the confirmation of the amended Plan
   July 10:                deadline for filing of replies and
                           other responses to objections.

On May 2, the Court issued a notice of termination of a prior
order establishing discovery schedule and other procedures for
plan confirmation.  The notice also provides that the filing of
the Amended Plan terminates all parties' confirmation discovery
obligations with respect to the order and the Original Plan.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.

                          *     *     *

In March 2014, OSG filed a plan of reorganization that hinges on a
plan support agreement it struck with lenders holding an aggregate
of approximately 77% of amounts outstanding under the Company's
Unsecured Revolving Credit Facility.  The Debtors and the so-
called Consenting Lenders also agreed to the terms of a
$300,000,000 rights offering, which would be backstopped by the
Consenting Lenders.  The Original Plan generally provided that
creditors' allowed non-subordinated claims against the Debtors
other than claims under the Unsecured Revolving Credit Facility,
would be paid in full, in cash, including post-petition interest,
or reinstated and holders of equity interests and claims
subordinated pursuant to section 510(b) of the Bankruptcy Code
would receive a combination of shares of common stock and warrants
issued by reorganized OSG valued at approximately $61,400,000.
Under the Original Plan, holders of claims arising out of the
Unsecured Revolving Credit Facility would receive their pro rata
share of stock and warrants of the reorganized OSG. In addition,
the Original Plan provided that the 7.50% Unsecured Senior Notes
due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes
due in 2018 issued by OSG will be reinstated, following payment of
outstanding interest.  The Debtors also entered into a commitment
letter with Goldman Sachs Bank USA to provide $935,000,000 in exit
financing to the fund the Debtors' emergence from bankruptcy.

Late in April, following negotiations with equity holders and the
official committee of equity security holders, OSG abandoned the
agreement with the Consenting Lenders as well as the Original
Plan, and filed an amended Plan premised on an equity commitment
agreement with the Equity Holders, who collectively hold
approximately 30% of the outstanding shares of the Company.  Each
Commitment Party has agreed to purchase shares in a rights
offering with an aggregate offering amount of $1,500,000,000, and
committed to purchase shares in respect of unexercised
subscription rights in the rights offering.  The Debtors will
distribute to each Equity Holder one subscription right in respect
of each existing equity interest held by such Equity Holder. So-
called Class B securities carry an entitlement to distribution of
up to 10 % of the net litigation recovery in the malpractice
lawsuit against Proskauer Rose LLP and four of its partners.

The Debtors also abandoned the financing deal with Goldman Sachs
and, instead, accepted the funding offer from Jefferies Finance
LLC, which consisted of (a) a $600,000,000 term loan secured by a
first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000
term loan secured by a first lien on the Debtors' International
Flag assets; (c) a $75,000,000 asset based revolving loan
facility; and (d) a $75,000,000 revolving loan facility.

Hearing on the disclosure statement explaining the Amended Plan as
well as the Equity Commitment Agreement and the exit financing
commitments is scheduled for May 23, 2014.  The Debtors have
proposed a July 14, 2014 Plan confirmation hearing.


OVERSEAS SHIPHOLDING: Seeks Okay of $1.35BB Jefferies Financing
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on May 23, 2014, at
2:00 p.m. to consider Overseas Shipholding Group, Inc.'s motion to
incur exit financing from Jefferies Finance LLC.  Objections, if
any, are due May 16, at 4:00 p.m.

The Debtors requested that the Court authorize:

   i) the exit financing commitment letter and its corresponding
fee letter with Jefferies; and

  ii) performance of their obligations under the exit financing
documents, including without limitation, their obligations to
incur and pay certain fees, indemnities, costs and expenses as
provided in the exit financing documents.

Concurrently with the filing of the motion, the Debtors filed an
amended plan of reorganization that substantially increases
recoveries for the Debtors' existing equity holders while
maintaining the recoveries for creditors with allowed claims.

Subject to the Court's approval, the Amended Plan will generally
pay in full or render unimpaired allowed creditor claims, and
provide a more robust recovery to Old OSG Equity Interests than
the Debtors' prior plan delivered.  To enable the Debtors to fund
the distributions contemplated by the Amended Plan, an ad hoc
group including certain equity holders also committed severally
and not jointly to backstop a $1,500,000,000 rights offering that
will be made available to all eligible equity holders.  The motion
seeks approval of the final pillar of the Amended Plan --
commitments for exit financing totaling $1,350,000,000.

The Debtors request that the Court authorize the filing of an
unredacted form of the exit financing fee letter under seal.

In March 2014, OSG filed a plan of reorganization that hinges on a
plan support agreement it struck with lenders holding an aggregate
of approximately 77% of amounts outstanding under the Company's
Unsecured Revolving Credit Facility.  The Debtors and the so-
called Consenting Lenders also agreed to the terms of a
$300,000,000 rights offering, which would be backstopped by the
Consenting Lenders.  The Original Plan generally provided that
creditors' allowed non-subordinated claims against the Debtors
other than claims under the Unsecured Revolving Credit Facility,
would be paid in full, in cash, including post-petition interest,
or reinstated and holders of equity interests and claims
subordinated pursuant to section 510(b) of the Bankruptcy Code
would receive a combination of shares of common stock and warrants
issued by reorganized OSG valued at approximately $61,400,000.
Under the Original Plan, holders of claims arising out of the
Unsecured Revolving Credit Facility would receive their pro rata
share of stock and warrants of the reorganized OSG. In addition,
the Original Plan provided that the 7.50% Unsecured Senior Notes
due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes
due in 2018 issued by OSG will be reinstated, following payment of
outstanding interest.  The Debtors also entered into a commitment
letter with Goldman Sachs Bank USA to provide $935,000,000 in exit
financing to the fund the Debtors' emergence from bankruptcy.

The Official Committee of Equity Security Holders submitted on
April 30 a limited objection and reservation of rights to the
Debtors' request for exit financing stating that the Original Plan
and the PSA with the Lenders are products of an insufficient plan
process, and that the same holds true for the GS exit financing
documents.

Following negotiations with equity holders and the official
committee of equity security holders, OSG abandoned the agreement
with the Consenting Lenders as well as the Original Plan, and
filed an amended Plan premised on an equity commitment agreement
with the Equity Holders, who collectively hold approximately 30%
of the outstanding shares of the Company.  Each Commitment Party
has agreed to purchase shares in a rights offering with an
aggregate offering amount of $1,500,000,000, and committed to
purchase shares in respect of unexercised subscription rights in
the rights offering.  The Debtors will distribute to each Equity
Holder one subscription right in respect of each existing equity
interest held by such Equity Holder. So-called Class B securities
carry an entitlement to distribution of up to 10 % of the net
litigation recovery in the malpractice lawsuit against Proskauer
Rose LLP and four of its partners.

The Debtors also abandoned the financing deal with Goldman Sachs
and, instead, accepted the funding offer from Jefferies Finance
LLC, which consisted of (a) a $600,000,000 term loan secured by a
first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000
term loan secured by a first lien on the Debtors' International
Flag assets; (c) a $75,000,000 asset based revolving loan
facility; and (d) a $75,000,000 revolving loan facility.

Under the Facilities, Jefferies will serve as Lead Arranger, Sole
Book Runner, and Sole Syndication Agent, as well as Administrative
and Collateral Agent.

The Facilities mature on the five-year anniversary of the Closing
Date.

At the Borrowers' option, either (i) at the Base Rate plus 4.25%
per annum; or (ii) at the reserve adjusted Eurodollar Rate plus
5.25% per annum, with the terms Base Rate and reserve adjusted
Eurodollar rate having meanings customary and appropriate for
financings of this type, subject to a reserve adjusted Eurodollar
Rate "floor" of 1.00% and a Base Rate "floor" of 2.00%.

A copy of the terms of the financing is available for free at:

     http://bankrupt.com/misc/OVERSEAS_3103_exitfinancing.pdf

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.


OVERSEAS SHIPHOLDING: Posts $10.4MM Net Income for Q1 2013
----------------------------------------------------------
Overseas Shipholding Group, Inc., filed with the Securities and
Exchange Commission its Form 10-Q report for the quarterly period
ended March 31, 2014.

OSG said shipping revenues were $292,446,000 for the quarter ended
March 31, 2014, an increase from $247,438,000 for the same period
in 2013.  OSG ended the quarter with a $10,417,000 net income
compared to a net loss of $167,762,000 for the same period last
year.

OSG had total assets of $3,658,339,000 at March 31, 2014, against
total liabilities of $3,709,671,000.

A copy of the Form 10-Q report is available at http://is.gd/Cnbf5m

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.

                          *     *     *

In March 2014, OSG filed a plan of reorganization that hinges on a
plan support agreement it struck with lenders holding an aggregate
of approximately 77% of amounts outstanding under the Company's
Unsecured Revolving Credit Facility.  The Debtors and the so-
called Consenting Lenders also agreed to the terms of a
$300,000,000 rights offering, which would be backstopped by the
Consenting Lenders.  The Original Plan generally provided that
creditors' allowed non-subordinated claims against the Debtors
other than claims under the Unsecured Revolving Credit Facility,
would be paid in full, in cash, including post-petition interest,
or reinstated and holders of equity interests and claims
subordinated pursuant to section 510(b) of the Bankruptcy Code
would receive a combination of shares of common stock and warrants
issued by reorganized OSG valued at approximately $61,400,000.
Under the Original Plan, holders of claims arising out of the
Unsecured Revolving Credit Facility would receive their pro rata
share of stock and warrants of the reorganized OSG. In addition,
the Original Plan provided that the 7.50% Unsecured Senior Notes
due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes
due in 2018 issued by OSG will be reinstated, following payment of
outstanding interest.  The Debtors also entered into a commitment
letter with Goldman Sachs Bank USA to provide $935,000,000 in exit
financing to the fund the Debtors' emergence from bankruptcy.

Late in April, following negotiations with equity holders and the
official committee of equity security holders, OSG abandoned the
agreement with the Consenting Lenders as well as the Original
Plan, and filed an amended Plan premised on an equity commitment
agreement with the Equity Holders, who collectively hold
approximately 30% of the outstanding shares of the Company.  Each
Commitment Party has agreed to purchase shares in a rights
offering with an aggregate offering amount of $1,500,000,000, and
committed to purchase shares in respect of unexercised
subscription rights in the rights offering.  The Debtors will
distribute to each Equity Holder one subscription right in respect
of each existing equity interest held by such Equity Holder. So-
called Class B securities carry an entitlement to distribution of
up to 10 % of the net litigation recovery in the malpractice
lawsuit against Proskauer Rose LLP and four of its partners.

The Debtors also abandoned the financing deal with Goldman Sachs
and, instead, accepted the funding offer from Jefferies Finance
LLC, which consisted of (a) a $600,000,000 term loan secured by a
first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000
term loan secured by a first lien on the Debtors' International
Flag assets; (c) a $75,000,000 asset based revolving loan
facility; and (d) a $75,000,000 revolving loan facility.

Hearing on the disclosure statement explaining the Amended Plan as
well as the Equity Commitment Agreement and the exit financing
commitments is scheduled for May 23, 2014.  The Debtors have
proposed a July 14, 2014 Plan confirmation hearing.


PACIFIC CARGO: Court Dismisses GE Appeal on Hino Truck Sale
-----------------------------------------------------------
Chief District Judge Ann Aiken in Oregon, ruled on an appeal by
General Electric Capital Corporation from the bankruptcy court's
decisions: (1) authorizing and approving Hilco Industrial, LLC's
asset purchase agreement; and (2) denying GE's motion to vacate
the Sale Order, in the Chapter 11 case of Pacific Cargo Services,
LLC.  GE moved to stay the Sale Order during the pendency of the
appeal.

After the transaction contemplated by the Sale Order was
completed, Hilco filed a motion to dismiss GE's appeal as moot.
The estate trustee for the debtor joined in Hilco's motion.

Pacific Cargo and GE are parties to two Loan and Security
Agreements entered in August 2012, through which GE financed
Pacific Cargo's purchase of 12 Hino trucks.  Pacific Cargo agreed
to pay GE the original principal balance plus pre-commuted
interest, totaling $1,240,006, and granted GE a first priority
security interest in the trucks.  Despite receiving this loan,
Pacific Cargo was unable to manage its business in the ordinary
course and sought Chapter 11 bankruptcy.

Pacific Cargo Services, LLC, filed its petition for Chapter 11
protection on Jan. 28, 2013 (Bankr. Ore. Case No. 13-30439).  The
Debtor was an expedited freight company, focusing on
overnight deliveries.  It operated in five states with 248
employees.  The Debtor initially tapped Tara J. Schleicher, Esq.,
at Farleigh Wada Witt, as counsel.

GE has filed a proof of claim in the amount of $1,005,289.

Pacific Cargo, its creditors, and the bankruptcy court decided to
focus on a going concern sale of Pacific Cargo's business to
maximize value for creditors and maintain employment opportunities
for Pacific Cargo's employees.  Pacific Cargo retained Equity
Partners CRB LLC as broker for the sale after completing an
investigation and interview process between Equity Partners,
Pacific Cargo, the creditors' committee, and Graystone Capital,
Pacific Cargo's primary secured creditor.  The Court approved the
auction and bidding procedures on a final basis.  GE did not
objected to the procedures.

After substantial marketing efforts, Cardinal Courier, a large
logistics and transportation company, on June 26, 2013, made a
"stalking horse" bid on Pacific Cargo as a going concern to
initiate the auction process; the bid was a "low ball" offer,
setting the floor for the competitive auction, and was not
expected to end up as the winning bid.  The auction was structured
so that interested parties could not only bid on Pacific Cargo's
entire business, but also on various lots of assets, encompassing
the collateral of the various secured creditors, including GE.

On July 10, 2013, the notice of intent to auction Pacific Cargo's
assets was served by mail on GE' s registered agent, CT
Corporation System, and local counsel and counsel of record,
Wilson Muhlheim, as well as to the address set forth in GE's proof
of claim.  The notice set the auction for July 23, 2013, at 9:00
a.m., and advised that a hearing, to approve the auction sale
results and to consider any objections, would be held that same
day at 1:30 p.m.

On July 11, 2013, Pacific Cargo filed a motion to sell its assets,
including GE's collateral, free and clear of liens, claims, and
encumbrances outside of the ordinary course of business pursuant
to 11 U.S.C. Sec. 363(b) and (f).  The auction proceeded as
scheduled on July 23 and July 24, overseen by Equity Partners, and
Hilco, an international industrial auctioneer, liquidator, and
appraiser, emerged the high bidder on Lot 2, in the amount of
$180,000, encompassing the 11 Hino trucks in which GE had a
security interest.  GE did not appear or participate in the
auction or the subsequent hearings.

On July 31, 2013, the Sale Order was entered approving, in
relevant part: ( 1) the purchase of Pacific Cargo's 11 Hino trucks
by Hilco for $180,000; and (2) Pacific Cargo's receipt of 10%
($18,000) of the sale proceeds as a carve out.

On Aug. 2, 2013, following an expedited hearing, the bankruptcy
court entered an order converting Pacific Cargo's Chapter 11 case
into a Chapter 7 case because Pacific Cargo's assets had been sold
and it was no longer operating as a going concern.  GE filed a
motion to vacate the Sale Order on Aug. 8, alleging that it first
heard about Hilco's purchase of the Hino trucks when Hilco's
representatives contacted it to obtain titles thereto.  GE argued
that the Sale Order should be vacated because it did not receive
proper notice and the trucks were sold for below their fair market
value.

After an evidentiary hearing in August, the Bankruptcy Court on
Sept. 18, 2013, denied GE's motion to vacate.

GE on Oct. 1, 2013, filed an appeal.  On Nov. 1, the transfer of
the Hino trucks to Hilco closed in exchange for $180,000.

In a May 9, 2014 Opinion and Order available at
http://is.gd/Rxfyzofrom Leagle.com, Judge Aiken said GE's motion
is denied and Hilco's motion is granted.  The bankruptcy court's
decision is affirmed and GE's appeal is dismissed.  Judge Aiken
said Hilco was a good faith purchaser and GE received adequate
notice, such that the sale of GE's assets to Hilco pursuant to
Sec. 363 was valid.

General Electric Capital Corporation is represented by:

     Wilson C. Muhlheim, Esq.
     LUVAAS COBB
     The Forum Building
     777 High Street, Suite 300
     Eugene, OR 97401
     Tel: (541) 484-9292
     Fax: (541) 343-1206

Attorney for Hilco Industrial, LLC, is:

     Susan S. Ford, Esq.
     SUSSMAN SHANK, LLP
     1000 SW Broadway, Suite 1400
     Portland, OR 97205
     Tel: 503-227-1111
     Fax: 503-243-1657
     E-mail: sford@sussmanshank.com

Pacific Cargo Services, LLC, is represented in the appellate case
by:

     David A. Foraker, Esq.
     GREENE & MARKLEY, PC
     1515 SW Fifth Avenue, Suite 600
     Portland, OR 97201
     Tel: (503) 295-2668
     E-mail: david.foraker@greenemarkley.com


PACIFIC RUBIALIS: S&P Affirms 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and issue-level ratings on Pacific Rubiales Energy Corp.
(PRE).  The outlook remains stable.  The rating affirmations
follow S&P's regular annual review.

The 'BB+' rating on PRE is derived from S&P's anchor of 'bb+',
based on its "fair" business risk and "intermediate" financial
risk profile assessments for the company, and no rating impact
derived from the rating modifiers.

The company's "fair" business risk profile is primarily based on
its concentration in Colombia, as it generates 100% of its EBITDA
in the country; smaller scale compared with its investment-grade
peers; and 50% of its revenue coming from the Rubiales and Piriri
blocks, whose concessions expire in 2016.  However, as a result of
the Petrominerales acquisition, PRE's reserves increased by 20% in
2013.  Therefore, its dependence on the two fields decreased to
11% of total proved reserves as of December 2013 from 19% in 2012.
S&P believes that the combined production from the new heavy-oil
fields, CPE-6 and Rio Ariari, and its active exploration program
will help the company to replace its production from the Rubiales
field in the next two to three years.


PETTERS COMPANY: Trustee Granted Authority to Sue Outside U.S.
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Douglas A. Kelley, the trustee unraveling the Ponzi
scheme orchestrated by Thomas Petters, got a Minnesota bankruptcy
court's authorization to sue in 25 countries around the world.

According to the report, when Kelley sues, he sues copiously. In
the space of a month in 2010, he sued 382 defendants in 200
separate actions, each contending the defendants received stolen
funds, the report related.

Foreign defendants will include those who subsequently received
allegedly stolen money that was first paid to someone doing
business directly with Petters, the report further related.  In
obtaining authority to sue abroad, Kelley said that bankruptcy and
fraudulent-transfer laws are designed to "redress the inherently
unfair distribution of stolen funds," the report said.

                   About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETRON ENERGY: Delays Form 10-K for 2013
----------------------------------------
Petron Energy II, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.

"The Company could not complete the filing of its Annual Report on
Form 10-K for the period ending December 31, 2013 due to a delay
in obtaining and compiling information required to be included in
the Company's Form 10-K, which delay could not be eliminated by
the Company without unreasonable effort and expense," the Company
said in the filing.

                        About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $3.27
million in total assets, $4.79 million in total liabilities and a
$1.51 million total stockholders' deficit.


PITT PENN: Delaware First to Allow Electronic Plan Voting
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that computer balloting has arrived in bankruptcy court.

According to the report, at a hearing in May in Wilmington,
Delaware, Industrial Enterprises of America Inc. will present for
confirmation the first Chapter 11 plan approved by creditors
through electronic voting, according to Patrick J. Reilley, an
attorney for the company's trustee.

The voting method, approved by U.S. Bankruptcy Judge Brendan
Linehan Shannon, uses technology developed by UpShot Services LLC,
a provider of claims and noticing services for Chapter 11 cases,
the report related.

To ensure that only creditors with bona fide claims vote, UpShot
sends out individualized paper ballots, the report further
related.  Each ballot contains a voter-specific code that must be
used when the creditor votes electronically. Creditors also have
the option of sending in paper ballots, said Reilley, of Cole
Schotz Meisel Forman & Leonard PA in Wilmington.

The system records identifying information about the computers
used to vote, allowing UpShot to know where, when and "how often
computers attempt to complete" a ballot, Juliet Babros, a
spokeswoman for UpShot, said in an e-mailed statement, the report
added.

                     About UpShot Services LLC

Headquartered in Denver, Colo., UpShot Services LLC is a claims &
noticing firm founded by industry veterans who pioneered a new
standard of efficiency to serve the administrative needs of
companies in corporate bankruptcy.  UpShot helps debtors and their
professionals navigate the intricacies of claims, noticing,
balloting and other Chapter 11 milestones without the burden of
high administrative costs.  Its easy-to-use, scalable technology
and industry expertise enable corporate debtors and their
professionals to do more with less, with 24/7 support from
experienced experts at every stage of corporate restructuring.

        About Cole, Schotz , Meisel, Forman & Leonard, P.A.

Cole Schotz serves clients nationally throughout the United States
with offices in New York, New Jersey, Delaware, Maryland and
Texas.  The firm represents hundreds of closely held businesses
and individuals -- many for decades -- as well as Fortune 500
companies.

Founded in 1928, the firm has grown to over 115 attorneys who work
in eleven primary areas of practice:  Bankruptcy & Corporate
Restructuring; Construction Services, Corporate, Finance and
Business Transactions; Employment Law; Environmental Law;
Intellectual Property, Litigation; Real Estate; Real Estate
Special Opportunities Group; Tax, Trusts & Estates and White
Collar Defense & Investigations.

           About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PLC SYSTEMS: Proposes Business Transactions to Raise Capital
------------------------------------------------------------
PLC Systems Inc., a medical device company focused on innovative
technologies for the cardiac and vascular markets, on May 14
disclosed that it is proposing to its shareholders a series of
business transactions.

Said Mark R. Tauscher, president and chief executive officer of
PLC, "The management of PLC has been working diligently for the
past few years to raise the additional capital needed to both fund
our operations as well as our U.S. clinical trial of
RenalGuard(R).  Despite considering every alternative, we have not
been successful in doing so.  To avoid the route of bankruptcy,
which would leave very little if any value for current
shareholders, we have constructed, with our board and advisors, a
series of corporate transactions that we believe will address the
financial needs of the underlying business operations of
RenalGuard, while providing current PLC stockholders with the
ability to participate in a better capitalized public company that
has a strong growth opportunity.  We believe that these
transactions, while complicated, will help preserve the most value
for stockholder's equity in PLC."

The transactions proposed include merging PLC Systems Inc., the
public company, with Viveve, Inc., a private medical device
company pioneering innovative technology in the field of women's
healthcare.  Viveve, a commercial stage company, recently received
regulatory approval for its lead product in Canada, Europe and
Hong Kong, and also sells product into Japan. Following this step,
it is contemplated that PLC stockholders would own in aggregate
approximately 36.9% of the public company, while Viveve
stockholders would own in aggregate approximately 63.1% of the
public company.

Proposed Business Transaction Steps:

        --  Prior to the merger, PLC will transfer its existing
RenalGuard business, PLC's sole business segment, into an entity
called RenalGuard Solutions, which will then be sold to GCP IV
LLC, PLC's principal debt holder, GCP IV LLC, in exchange for the
cancellation of all debentures held by GCP;

        --  In connection with the merger, PLC shall undergo a
recapitalization, including the exchange of shares of PLC common
stock for outstanding warrants and a 1 for 100 reverse stock
split;

        --  Immediately after the RenalGuard Transfer and the
merger, PLC will complete a private placement of its common stock
and warrants to certain accredited investors, including 5AM
Ventures, GBS Ventures and Alta Bioequities, for total gross
proceeds of approximately $6,000,000 (including approximately
$500,000 of bridge debt conversion);

        --  Following the merger, PLC will change its name to
Viveve Medical, Inc. to more accurately reflect its new business;

       --  Upon consummation of the merger, the officers and
directors of Viveve immediately prior to the Merger will become
the officers and directors of Viveve Medical, Inc. f/k/a PLC; and

        --  Initially, Viveve Medical, Inc. will continue to be
quoted on the OTCQB marketplace maintained by the OTC Market Group
Inc. under the symbol "PLCSF" but will undertake to change its
symbol to more accurately reflect the Name Change.

The completion of the merger is contingent upon the satisfaction
of certain conditions included in the merger agreement, which is
attached as an exhibit to the Current Report on Form 8-K filed by
PLC today with the U.S. Securities & Exchange Commission.  These
conditions include:

        --  PLC shareholder approval of the merger and related
transactions; and

        --  Completion of the RenalGuard Transfer prior to closing
of the merger.



                     About PLC Systems Inc.

PLC Systems Inc. -- http://www.plcmed.com-- through its operating
subsidiary, PLC Medical Systems, Inc., is a medical device company
focused on innovative technologies for the cardiac and vascular
markets.  PLC's lead product, RenalGuard(R), significantly reduces
the onset of CIN in at-risk patients undergoing certain cardiac
and vascular imaging procedures.  CIN is a form of acute kidney
injury resulting from toxic contrast agents that occurs in 10% to
20% of at-risk patients.  RenalGuard is CE-marked and is being
sold in Europe and certain countries around the world via a
network of distributors.  Two investigator-sponsored studies in
Europe have demonstrated RenalGuard's effectiveness at preventing
CIN.  The CIN-RG RenalGuard pivotal study is underway in the U.S.
to support a planned Premarket Approval filing with the U.S. Food
and Drug Administration.


PLUG POWER: Incurs $62.8 Million Net Loss in 2013
-------------------------------------------------
Plug Power Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common shareholders of $62.79 million on $26.60
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss attributable to common shareholders of
$31.86 million on $26.10 million of total revenue during the prior
year.

As of Dec. 31, 2013, the Company had $35.35 million in total
assets, $50.85 million in total liabilities, $2.37 million in
redeemable preferred stock and a $17.87 million total
stockholders' deficit.

KPMG LLP, in Albany, New York, did not issue a "going concern"
qualification in their report on the consolidated financial
statements for the year ended Dec. 31, 2013.  KPMG LLP previously
expressed substantial doubt about Plug Power's ability to continue
as a going concern, following their audit of the Company's
financial statements for the year ended Dec. 31, 2012, citing the
Company's recurring losses from operations and substantial decline
in working capital.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products.  Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities.  If we are unable to fund our operations without
additional external financing and therefore cannot sustain future
operations, we may be required to delay, reduce and/or cease our
operations and/or seek bankruptcy protection," the Company said in
the Annual Report.

A copy of the Form 10-K is available for free at:

                        http://is.gd/3D1hmh

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.


PROSPECT PARK: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Prospect Park Networks, LLC filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $5,678,388
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,137,140
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,545,397
                                 -----------      -----------
        TOTAL                     $5,678,388      $10,682,537

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/PROSPECTPARK_sal.pdf

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.


QUANTUM CORP: Starboard Value Reports 16.6% Equity Stake
--------------------------------------------------------
Starboard Value LP and its affiliates disclosed in an amended
Schedule 13D filed with the U.S. Securities and Exchange
Commission that as of May 9, 2014, they beneficially owned
44,243,875 shares of common stock of Quantum Corporation
representing 16.6 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at:

                        http://is.gd/PZh0OM

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2014, the Company reported a net
loss of $21.47 million on $553.16 million of total revenue as
compared with a net loss of $52.17 million on $587.43 million of
total revenue for the same period during the prior year.
As of March 31, 2014, the Company had $362.26 million in total
assets, $449.66 million in total liabilities and a $87.40 million
stockholders' deficit.


REALOGY HOLDINGS: Prices Offering of $450 Million Senior Notes
--------------------------------------------------------------
Realogy Holdings Corp.'s indirect, wholly-owned subsidiary,
Realogy Group LLC, together with a co-issuer, priced $450 million
aggregate principal amount of 4.500 percent senior notes due 2019
in connection with their previously announced private offering
exempt from the registration requirements of the Securities Act of
1933, as amended.  The closing of the offering is expected to
occur on April 7, 2014, subject to customary closing conditions.

The Notes will be guaranteed on an unsecured senior basis by each
of Realogy Group's domestic subsidiaries (other than the co-issuer
of the Notes) that is a guarantor under its senior secured credit
facility and its outstanding securities.  The Notes will also be
guaranteed by the Company on an unsecured senior subordinated
basis.  The Notes will be effectively subordinated to all of
Realogy Group's existing and future senior secured debt, including
its senior secured credit facility and its outstanding senior
secured notes, to the extent of the value of the assets securing
such debt.

The Company intends to use a portion of the $444 million of net
proceeds from the offering of the Notes to repurchase
approximately $354 million of the Company's 7.875 percent Senior
Secured Notes due 2019, and to pay related premiums of $33 million
as well as related fees and expenses, concurrent with the closing
of the offering.  The Company intends to use the remaining net
proceeds from the offering of the Notes for working capital and
general corporate purposes.  The Company may also use such
proceeds to repay existing secured notes from time to time,
through either tender offers, redemptions, purchases in privately
negotiated transactions, open market purchases, or a combination
thereof, and to pay the fees and expenses related thereto.

Additional information is available for free at:

                        http://is.gd/BCzEud

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RICEBRAN TECHNOLOGIES: Reports $17.6 Million 2013 Net Loss
----------------------------------------------------------
RiceBran Technologies filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$17.64 million on $35.05 million of revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $11.13 million on
$37.72 million of revenues for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $44.57 million in total
assets, $31.56 million in total liabilities, $7.17 million in
temporary equity and $5.83 million in total equity attributable to
the Company's shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.

A copy of the Form 10-K is available for free at:

                        http://is.gd/pv2dnB

                          About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.


RIVERHOUNDS EVENT: Won't Have Trustee Appointed
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Pittsburgh Riverhounds professional soccer team
and its Highmark Stadium will remain under control of the majority
shareholder, at least for now.

According to the report, a minority owner filed papers with the
U.S. Bankruptcy Court in Pittsburgh seeking appointment of a
Chapter 11 trustee to oust the 51 percent owner.  At a hearing on
April 24, the judge denied the motion "without prejudice," which
means that the motion for a trustee can be filed in the future if
facts change.

Katy Stech, writing for The Wall Street Journal, reported that
David Wilke, the minority owner of the Pittsburgh Riverhounds
soccer team accrused majority owner Terrance "Tuffy"
Shallenberger, Jr., of breaking his promise to help the team pay
off the debt on its overbudget Highmark Stadium.  Mr. Wilke sought
the appointment of a trustee who might consider suing Mr.
Shallenberger for breaking his promise and contributing to the
team's struggles.

The cases are In re Riverhounds Event Center LP, 14-bk-21180, and
In re Riverhounds Acquisition Group LP, 14-bk-21181, U.S.
Bankruptcy Court, Western District Pennsylvania (Pittsburgh).

The Debtors' counsel is John M. Steiner, Esq., and Crystal H.
Thornton-Illar, Esq., at LEECH TISHMAN FUSCALDO & LAMPL LLC, in
Pittsburgh, Pennsylvania.


SCRUB ISLAND: FirstBank Seeks to File Competing Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstBank Puerto Rico, a secured lender to Scrub
Island Resort, Spa & Marina in the British Virgin Islands, is
trying to take the initiative in the resort's Chapter 11
reorganization begun in November, by filing a competing plan.

According to the report, Scrub Island filed its plan in March,
initially saying it had support from FirstBank. The bank said that
was "false and misleading" because it was "unequivocally" opposed
to its treatment under the plan.

The current plan calls for the Santurce, Puerto Rico-based bank to
receive $7.5 million cash and a $30 million five-year loan in
exchange for a $120 million secured claim, the report related.
The bank called the plan "facially unconfirmable" because it
retains value for insiders, while objecting creditors aren't paid
in full, the report further related.  FirstBank said the plan
benefits no one other than the controlling shareholder, who would
retain a 40 percent interest in return for a $6 million
contribution of new value.

The bank in particular is opposed to a provision that would
relieve the owner of his personal guarantee on its $120 million
debt, the report said.  If the court ends the resort's exclusive
plan rights, the bank said, it will file a plan of its own that
will test the value of the project in the market.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SIGNET UK: Moody's Rates $400MM Senior Unsecured Notes 'Ba1'
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating on the proposed
$400 million senior unsecured notes to be issued by Signet UK
Finance plc, an indirect subsidiary of Signet Jewelers Limited
(together, "Signet"). All other ratings are unchanged, including
the company's Ba1 Corporate Family Rating (CFR), Ba1-PD
Probability of Default Rating (PDR) and SGL-1 liquidity rating.
The ratings are subject to review of final documentation and
completion of the transaction as proposed.

On February 19, 2014, Signet announced that it entered into a
definitive agreement to acquire Zale Corporation ("Zale") for $21
per share in a transaction valued at about $1.4 billion. The
transaction is expected to be financed with a combination of $800
million of unsecured debt, including the proposed $400 notes and a
committed $400 million term loan, and the securitization of $600
million of Signet's U.S. accounts receivable portfolio. The
transaction is subject to approval by Zale shareholders, and is
expected to close by the end of 2014.

The following ratings were assigned to Signet UK Finance plc:

$400 million unsecured notes at Ba1 (LGD4, 57%)

Ratings Rationale

The Ba1 Corporate Family Rating reflects Signet's position as the
largest specialty retail jeweler in the U.S. and U.K., its well-
recognized brand names, and solid execution and marketing, all of
which drive strong profitability. The rating also acknowledges the
strategic benefits of the proposed acquisition of Zale, which will
strengthen Signet's leading position in the U.S. while adding the
leading jewelry store brand in Canada. The rating also
acknowledges Signet's very good liquidity, supported by the
expectation that balance sheet cash and cash flow will be more
than sufficient to cover required cash flow needs over the next
12-18 months.

The rating also reflects, however, the company's weak pro forma
debt protection measures combined with a narrow focus on a
discretionary product with a demonstrated sensitivity to weak
economic conditions. Signet is purchasing a company with a much
weaker credit profile. While Zale's operating margins have
improved over the past two years due to successful implementation
of a turnaround plan, it is still in the early stages and margins
remain very low, at around 2.5% -- well below Signet's
approximately 13.5% margin. When coupled with the acquisition
debt, pro forma lease-adjusted debt/EBITDA for the twelve months
ended February 1, 2014, will be high at about 4.4 times. While
significant synergies are expected, integration risk does exists
and it will likely take several years to fully execute the
integration plan. The company is committed to achieving
approximately $100 million in annual synergies within three full
fiscal years of closing, through the leveraging of the combined
company's scale and geographic reach, sourcing capabilities,
marketing efficiencies and store rationalization.

The stable outlook reflects Moody's expectation that the company
will successfully integrate Zale without disruption over the next
several years, and that debt protection metrics will modestly
improve over time through a combination of organic revenue growth
and revenue/cost saving synergies.

Ratings could be upgraded if the company continues to exhibit
strong revenue growth while improving consolidated margins and
generating consistent positive free cash flow. The company would
also need to maintain a balanced financial policy, including the
use of free cash flow to reduce debt. Specific metrics include
lease-adjusted debt/EBITDA sustained near 3.5 times and retained
cash flow to net debt above 20%.

Signet's ratings could be downgraded if operating performance or
integration issues cause lease-adjusted debt/EBITDA to increase
above 4.5 times, retained cash flow to net debt fall below 12.5%
or EBITA/Interest below 3.25 times on a sustained basis.

Signet UK Finance plc is an indirect subsidiary of Bermuda-based
Signet Jewelers Limited (together, "Signet"). Signet is the
leading specialty jewelry retailer in the U.S. and U.K., operating
over 1,900 stores and e-commerce websites. Zale Corporation
("Zale") is a leading specialty jewelry retailer in the U.S. and
Canada, operating approximately 1,680 retail locations and e-
commerce websites. Pro forma revenue approaches $6.1 billion.


SONIC AUTOMOTIVE: Moody's Raises Corp. Family Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Sonic Automotive, Inc. to Ba3
and Ba3-PD, respectively, and changed the rating outlook to stable
from positive.

Ratings upgraded

Corporate family rating to Ba3 from B1

Probability of default rating to Ba3-PD from B1-PD

$200 million guaranteed senior global notes due 2022 to B2 (LGD-
6/91%) from B3 (LGD-6/91%)

$300 million guaranteed senior global notes due 2023 to B2 (LGD-
6/91%) from B3 (LGD-6/91%)

Rating Rationale

"The upgrades recognize the progress Sonic continues to make
improving its operating performance such that its quantitative
credit profile is showing tangible signs of positive momentum,"
stated Moody's Vice President Charlie O'Shea. "In addition, the
remediation of the material weakness as disclosed in its most
recent 10-K serves as an additional catalyst for the upgrade."

Sonic's Ba3 Corporate Family rating recognizes the recent
improvement in the company's interest coverage, as well as the
elimination of the material weakness as disclosed in the company's
most recent 10-K. Other key rating factors include good liquidity
benefitting from a balanced debt maturity profile, and Sonic's
business model, with representative parts and service and finance
and insurance segments, which reduce reliance on new car sales.
Ratings also reflect the company's strong market position in the
still very fragmented auto retailing segment, and Sonic's
historically-favorable brand mix.

The stable outlook reflects Moody's belief that Sonic's favorable
brand mix will continue to resonate with consumers, and that it
will continue to manage its expenses prudently, resulting in
credit metrics that should continue to improve over the next few
quarters. Given the upgrade, there is little short-term upward
rating pressure. Over time, ratings could be upgraded if Sonic
continues to improve its operating performance and credit metrics,
as well as maintain a balanced financial policy. Quantitatively,
ratings could be upgraded if debt/EBITDA was sustained below 4.25
times and EBIT/Interest was sustained above 3.5 times. Ratings
could be downgraded if Sonic's liquidity or operating performance
were to weaken, or if financial policy were to become aggressive
such that debt/EBITDA rose above 5 times or if EBIT/Interest fell
below 2.5 times.

Sonic Automotive, headquartered in Charlotte, NC, is a leading
auto retailer with 102 stores representing 123 franchises, and
annual revenues of approximately $9 billion.


SPIRE CORP: Incurs $8.5 Million Net Loss in 2013
------------------------------------------------
Spire Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.52 million on $14.58 million of total net sales and revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$1.85 million on $22.11 million of total net sales and revenues in
2012.

The Company's balance sheet at Dec. 31, 2013, showed $16.06
million in total assets, $16.78 million in total liabilities and a
$713,000 total stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.

A copy of the Form 10-K is available for free at:

                       http://is.gd/EYaFDI

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.


SRKO FAMILY: May 22 Hearing to Approve Plan Supplement Deal
-----------------------------------------------------------
The Bankruptcy Court rescheduled until May 22, 2014, at 9:00 a.m.,
the hearing to consider approval of the Support Agreements for The
SRKO Family Limited Partnership's Chapter 11 Plan.

The hearing was reset from April 8.

As reported in the Troubled Company Reporter on March 27, 2014,
the Debtor and the Chapter 11 trustee for Jannie Richardson intend
to pursue reorganization and liquidation simultaneously so that if
for any reason confirmation is denied or the effective date cannot
be achieved because of the failure of any conditions, then SRKO
can liquidate Colorado Crossing through an auction.  The auction
process will yield, as a byproduct, a market check for what is
available in liquidation.

SRKO is asking the bankruptcy court to approve its plan support
agreements, the use of property pursuant to 11 U.S.C. Sec.
363, and the break-up fee contained therein.  SRKO contemplates a
trust, held for the benefit of creditors, to make distributions
called for by the plan and forming a new entity as a limited
liability company, LLC, whose members are the equity sponsor (who
is also the exit lender) and the creditor trust.  Pursuant to a
plan of reorganization, as contemplated in the plan support
agreements, all of Colorado Crossing will be transferred to NEWCO
for development and sale and as the vehicle to obtain repayment
for the creditors over time.

In pursuit of reorganization, SRKO also seeks approval of a loan
letter of intent and an equity participation letter.  The
agreements provide that:

    (a) ITG Taxable Fund LLLP will lend NEWCO $5 million for the
development of Colorado Crossing and for the payment of what can
loosely be called administrative and priority claims, including
priority secured claims.  In addition, it will make available a
standby line of credit for up to $1 million.  Certain of the terms
and conditions of the loan are still to be negotiated.

    (b) The Creditor Trust will sell ITG 20% of the membership
interests in NEWCO for $3 million cash.  Certain of the terms and
conditions of such sale are still to be negotiated.

    (c) NEWCO will develop Colorado Crossing and distribute the
proceeds in accordance with its plan of reorganization which will
be consistent with the plan support agreements.

It is anticipated that approximately $1.5 million of the total
funding will go to the NEWCO operating budget and interest reserve
for the development of Colorado Crossing.  The remaining $5.5
million ($3 million equity plus $2.5 million to $2.9 million net
loan proceeds) will be used to pay administrative expenses,
priority claims and senior secured claims.  Those claims, in
total, exceed $5.5 million.  It is anticipated that during the
plan confirmation process, agreements will be reached with the
holders of those claims for either reduced or extended payments,
or both, such that the funding available will make any performance
of any plan and development of the property feasible.

To support and assist in the development of such a plan, and to
enter into the plan support agreements, ITG requires that it
receive a break-up fee equal to $160,000.  The break-up fee would
be payable upon:

    (1) the Debtor selecting a different funding source for its
plan,

    (2) the confirmation of a plan of reorganization with a
competing third party which plan's terms do not include ITG's plan
support agreements,

    (3) an alternative transaction resulting in a deposition of
Colorado Crossing, including, but not limited to, a sale of the
assets at auction, or

    (4) the parties having reached agreement on all of the
underlying agreements and ITG being in full compliance with such
agreements and has not withheld its consent as to any item within
its discretion, but SRKO or NEWCO, as applicable, breaches the
same, including if the plan of reorganization contemplated by the
plan support agreements is not confirmed or there are material
adverse changes in the development assumptions and projections
previously provided to ITG.

As reported in the TCR on April 14, 2014, several parties-in-
interest filed objections to the approval of the Plan Support
Agreements.

N.A. Rieger, in its limited objection, said it was a funding
source for substantial capital infusions to Jannie Richardson for
the SRKO project.  Given that it is proposed that the superior
administrative claims of Lindquist and Vannum LLP and C. Randell
Lewis for trustee fees, are split 50/50 each between the two
estate and given that without Mr. Rieger's initial and continuing
substantial financing via Jannie Richardson, the SRKO project
would not have proceeds as far as it did, Riger wants a more
equitable split for the general unsecured creditors as 56% to SRKO
and 44% to Jannie Richardson.

Da Nam Ko -- in her capacity as trustee of the Allen Richardson
Dynasty Trust, the Jessica Stinson Dynasty Trust, and the Jeffrey
Stinson Dynasty Trust and Spring Water Development, LLC, through
counsel, Sender Wasserman Wadsworth, P.C. -- objected to the Plan
Support Motion as it request pre-approval of certain provisions
essential to a contemplated future plan of reorganization.  The
trustee argues that for the Plan Support Agreements to move
forward, the Debtor must commit to a payment of $160,000 as a
potential break-up fee.  Also, the Plan Support Motion does not
provide a construction budget or sufficient information to
disclose whether the Plan Support Agreements support a feasible
solution.  Such information must be provided prior to the estate's
committing material resources toward the Plan Support Agreements.

Drake-Williams Steel, Inc., Olson Plumbing & Heating Co., and
Windsor Concrete, Inc., in their objection, stated that the Motion
related to proposed funding by ITG Taxable Fund LLLP.  The Motion
contemplates that the entire Colorado Crossing project will become
titled in the name of SRKO Family Limited Partnership or its
bankruptcy estate.  The proposed financing seeks to pay interest
for a minimum of one year, whether or not principal is repaid or
becomes capable of being of repaid in less than a year and also
regardless of the amount if any drawn on the standby line.  The
standby line also "earns" 35 basis points per month as a fee,
apparently whether or not drawn on.

ITG's proposed financing, if the motion is granted, also may not
allow "other and better offers" to come forward during the plan
process as readily as a modified motion would, because of the
extent of ITG's proposed powers and the time frames required of
SRKO under the proposed financing that might allow an early
default to be declared by ITG.  The combination of the fees,
loan terms, discretionary powers, and deadlines in the ITG
proposal is unfairly favorable to ITG.

Thomas O. Ashby, Esq., at Baird Holm LLP, represented Olson
Plumbing, Windsor Concrete and Drake-Williams.

            Settlement Order Amended to Include Exhibit

Meanwhile, the Bankruptcy Court issued an amended order approving
the settlement agreement and mutual release between C. Randel
Lewis, Chapter 11 trustee for the Jannie Richardson bankruptcy
estate, and The SRKO Family Limited Partnership.  The Court said
that the amendment to the order has been issued to include Exhibit
A, which was inadvertently omitted from the order issued April 9,
2014.

As reported in the Troubled Company Reporter on April 14, 2014,
N.A. Reiger has withdrawn his limited objection to the motion for
approval of settlement agreement and mutual release dated March 7,
2014.  N.A. Reiger said it has discussed the objection with the
estate's attorney and has read the statements and settlement, and
N.A. Reiger believed that contesting the 65/35/SRKO/Richardson
division of unsecured proceeds will unduly delay the developed
overall workout proposals.

Pursuant to the agreement, the trustee is authorized without
further court order to negotiate and conclude an agreement with
SRKO for a release of liens and deferred payment of the Richardson
estate loan.

In a separate filing, Da Nam Ko, in her capacity as trustee of the
Allen Richardson Dynasty Trust, the Jessica Stinson Dynasty Trust,
and the Jeffrey Stinson Dynasty Trust and Spring Water
Development, LLC, through counsel, Sender Wasserman Wadsworth,
P.C., objected to the motion for approval of settlement agreement
and mutual release, citing these grounds:

   a) an irreconcilable conflict of interest exists where Mr.
Lewis serves as both the Richardson Bankruptcy Trustee and the
manager of SRKO;

   b) the terms of the settlement agreement are not sufficiently
detailed to adequately disclose the economic impact of the
settlement on each bankruptcy estate nor why the proposed trustee
fee is reasonable; and

   c) the settlement motion and settlement agreement constitute a
sub rosa plan and an attempt to circumvent the disclosure
requirements of the Bankruptcy Code.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


SRKO FAMILY: NRC Realty Approved to Market Colorado Crossings
-------------------------------------------------------------
Bankruptcy Judge Sidney B. Brooks authorized The SRKO Family
Limited Partnership to:

   a) employ NRC Realty & Capital Advisors, LLC as exclusive
real estate agent to conduct auction of a 153-acre mixed use
development located off of I-25 on the northern edge of Colorado
Springs commonly known as Colorado Crossing; and

   b) market and solicit bids for the sale of certain of Debtor's
real estate holdings pursuant to Section 363 of the Bankruptcy
Code.

The Court also approved procedures to govern the sale.

As reported in the Troubled Company Reporter on March 18, 2014,
the Debtor requested for authorization to engage an auctioneer to
provide for the potential sale of Colorado Crossings by public
auction as an alternative to the plan of reorganization.

SRKO is still intent to simultaneously pursue a plan of
reorganization providing for the development of Colorado Crossings
over time and the distribution of development net proceeds to
creditors.

Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver,
Colorado, explained that by moving forward with an auction and a
plan of reorganization, SRKO will preserve two clear alternatives
for the conclusion of its bankruptcy case.

According to Mr. Kutner, NRC is experienced in selling real estate
from bankruptcy estates. Its previous clients include In re RPM
Financial, Inc., Diamond Quality Stores, LLC, Trailer Sales, Inc.,
and USA Travel Centers, LLC and In re S&A Restaurant Corp.

If hired, NRC will receive a commission of 2% if it procures a bid
that results in a sale approved by the Court. On top of the
commission is a $100,000 minimum fee, regardless of whether the
auction results in a successful bid and sale approved by the
Courts. The Debtor and NRC also agree to a marketing budget of
$98,910 to be used for media advertising and setup of a website,
among other things.

Mr. Kutner related that SRKO and NRC have drafted a sales
procedure that will facilitate the proposed sale. The Sale
Procedures provide that any bid for the Property is subject to
final approval by the Court.

Once the auction is approved by the Court, SRKO and NRC will set
the auction date.  A separate motion will be filed to approve the
bid or bids that SRKO has determined are the best and final offers
of the property.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


STAR DYNAMICS: Has Until July 8 to Decide on Property Leases
------------------------------------------------------------
Bankruptcy Judge Charles M. Caldwell extended until July 8, 2014,
STAR Dynamics Corporation's time to assume or reject the leases of
the non-residential real property.

As reported in the Troubled Company Reporter on April 22, 2014,
the extension of time will cover these leases of non-residential
real property:

     (i) 13873 Park Center Road, Herndon, Virginia 20171, with
         Brit-Hallmark LLC, as Lessor, and

    (ii) hanger storage space and airstrip located at Darby Dan
         Airport, 7535 W. Broad Street, Galloway, Ohio 43119,
         with the Galloway Airport Authority, LLC, as Lessor.

The Debtor asserted that there is cause for an extension.  The
Debtor stated that the continued use of the Herndon Location, and
Darby Dan Location is critical to the Debtor's ability to continue
to operate as a going concern, with the ultimate goal of a sale of
all or substantially all of its assets pursuant to Section 363 of
the Bankruptcy Code.  Further, the Debtor states that the Lessors
may have reversionary interests to the improvements built on their
respective premises, which would represent a windfall to the
Lessors, if their respective leases were rejected at this stage in
the case.  The Debtor further stated that it is in need of
additional time to appraise its financial situation in order to
make an informed decision concerning assumption or rejection of
the Leases, and that it continues to explore all of its options in
light of an intended sale of its assets pursuant to Section 363 of
the Bankruptcy Code.

The Debtor is represented by:

          Thomas R. Allen, Esq.
          Richard K. Stovall, Esq.
          J. Matthew Fisher, Esq.
          Erin L. Pfefferle, Esq.
          ALLEN KUEHNLE STOVALL & NEUMAN LLP
          17 South High Street, Suite 1220
          Columbus, OH 43215
          Tel: (614) 221-8500
          Fax: (614) 221-5988
          E-mails: allen@aksnlaw.com
                   stovall@aksnlaw.com
                   fisher@aksnlaw.com
                   pfefferle@aksnlaw.com

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


STAR DYNAMICS: Bid to Expand Scope of Chantayan's Task Withdrawn
----------------------------------------------------------------
George A. Bavelis, debtor-affiliate of STAR Dynamics Corporation,
notified the Bankruptcy Court that it has withdrawn its motion to
expand the scope of employment of Franck D. Chantayan P.A., to
represent the Debtor's, and the estate's interest in certain state
court litigation pending in Florida Southern District of Ohio.

Chantayan's retention, which was approved on June 3, 2013, was
originally to act as special counsel to the Debtor to represent
the Debtor's interest with respect to the chapter 11 cases of
Mahammad A. Qureshi and MAQ Management, Inc., filed in the U.S.
Bankruptcy Court for the Southern District of Florida.

However, subsequent to Chantayan's retention, the Debtor has
learned of litigation commenced by Ted Doukas in the Circuit Court
of Palm Beach County, Florida, on behalf of R.P.M. Recoveries
against BNK Real Estate, LLC, to purportedly unwind the assignment
of a certain note and mortgage from Evergreen Elder Care by GMAQ,
LLC to BNK, which mortgage has been the subject of extensive
litigation before the Court.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


STAR DYNAMICS: Womble Carlyle to Handle Transactional Matters
-------------------------------------------------------------
Bankruptcy Judge Charles M. Caldwell authorized STAR Dynamics
Corporation to expand the scope employment of Womble Carlyle
Sandridge & Rice LLP as special counsel to represent the Debtor in
corporate transactional matters effective as of March 1, 2014.

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


TELEXFREE INC: Gardy & Notis Files Securities Class Action
----------------------------------------------------------
Gardy & Notis, LLP on May 14 disclosed that it has filed a class
action lawsuit in the United States District Court for the
District of Massachusetts, Case No. 14-CV-12058, on behalf of
Samuel E. Griffith, and all similarly-situated persons and
entities who purchased TelexFree "memberships" between January 1,
2012 and the present.  The action is brought against the
management and top promoters of TelexFree, Inc., TelexFree LLC,
TelexFree Financial, Inc., and Telex Mobile Holdings, Inc.
(collectively, "TelexFree"), and alleges that the "memberships"
offered and sold to Plaintiff and the Class were unregistered
securities, the selling of which violated Section 12(a)(1) of the
Securities Act of 1933.

The action alleges that TelexFree was an illegal pyramid scheme
whereby Defendants offered and/or sold "memberships" that promised
investment returns of over 200% per year and did not require
investors to perform any actual work or sell any TelexFree
product.

On April 14, 2014, TelexFree filed for Chapter 11 bankruptcy,
admitting that it cannot meet its obligations to its members and
sought authority to reject all its current obligations to Class
members.  On April 15, 2014, the United States Securities and
Exchange Commission filed an action in the District of
Massachusetts against TelexFree and the same Defendants for
securities fraud in violation of Section 10(b) of the Securities
Exchange Act of 1934, fraud in the offer or sale of securities, in
violation of Section 17(a) of the Securities Act of 1933 (the
"Securities Act"), and for the offer or sale of unregistered
securities, in violation of Section 5 of the Securities Act.  On
the same day, the Massachusetts Securities Division Enforcement
Section filed an administrative complaint against TelexFree and
Common Cents Communications, Inc., a predecessor of TelexFree, for
securities fraud and for the sale of unregistered securities.

Plaintiff seeks rescission and damages on behalf of the Class.
The plaintiff is represented by Gardy & Notis, LLP, which has
expertise in prosecuting investor class actions and extensive
experience in actions involving financial fraud.

If you purchased a TelexFree membership and you wish to serve as
lead plaintiff, you may move the Court no later than 60 days from
today (no later than July 14, 2014).  Any member of the putative
class may move the Court to serve as lead plaintiff through
counsel of their choice, or may choose to do nothing and remain a
member of the proposed class.

If you wish to discuss this action or have any questions
concerning this notice, please contact:

          Orin Kurtz, Gardy & Notis, LLP
          126 East 56th Street
          New York, New York 10022
          Telephone: (212) 905-0509
          E-mail: okurtz@gardylaw.com
          Web site: http://www.gardylaw.com

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFree's retail VoIP product, 99TelexFree, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFree product, the
TelexFree "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over $1
billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.

TelexFree, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

The Debtors have been notified that they must file their schedules
of assets and liabilities and statements of financial affairs by
April 27, 2014.


THOMPSON CREEK: Stockholders Elect Six Directors
------------------------------------------------
Thompson Creek Metals Company held its annual meeting on May 13,
2014, in Littleton, Coloradom, at which the shareholders:

   (1) elected Denis C. Arsenault, Carol T. Banducci, James L.
       Freer, James P. Geyer, Timothy J. Haddon and Jacques
       Perronto the Board of Directors to serve until the next
       annual meeting of shareholders to be held in 2015 or until
       their successors are duly elected and qualified;

   (2) approved the Amended and Restated Thompson Creek Metals
       Inc. 2010 Long-Term Incentive Plan;

   (3) approved the Amended and Restated Thompson Creek Metals
       Inc. 2010 Employee Stock Purchase Plan;

   (4) ratified the appointment of KPMG LLP as the Company's
       independent registered public accounting firm from their
       engagement through the next annual meeting;

   (5) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (6) approved an amendment to the Company's Articles of
       Continuance to include an advance notice provision with
       respect to the nomination of directors.

The amended 2010 Long-Term Incentive Plan, among other things, (i)
makes an additional 7,000,000 shares of the Company's common stock
available for issuance; (ii) adds a provision to allow for the
recycling of shares withheld to cover the exercise price and tax
withholding obligations under awards and shares that are not
issued upon net settlement of stock-settled stock appreciation
rights; (iii) revises the definition of "change in control" to
provide that a change in control is not triggered upon shareholder
approval of certain transactions and to include certain mergers
and similar transactions that result in a change of control; (iv)
increases the share limit per individual under Section 162(m) of
the Internal Revenue Code; (v) allows for participation in the
Amended LTIP by any person who is a director, officer or employee
or other service provider or consultant of the Company or any of
its subsidiaries; (vi) provides that the Company may not, without
shareholder approval, reduce the exercise price of an option or
stock appreciation right or take certain other actions with
respect to such awards; (vii) provides that if certain options
would otherwise expire during a Company "blackout period" or
within 10 business days following the expiry of such blackout
period, the expiry date of such options is extended to the 10th
business day following the expiration of the blackout period;
(viii) adds additional performance goals for certain awards; and
(ix) provides that any award under the Amended LTIP may be subject
to recovery, recoupment, clawback or any other forfeiture policy
maintained by the Company.  The Amended LTIP became effective
immediately upon stockholder approval at the Annual Meeting.

The amended 2010 Employee Stock Purchase Plan, among other things,
(i) makes an additional 2,000,000 shares of the Company's common
stock available for issuance; (ii) changes the frequency of
offering periods to four consecutive three-month offering periods
per year; (iii) allows the Compensation Committee to establish
sub-plans or special rules designed to achieve desired tax or
other objectives for employees outside of the U.S.; (iv) allows
the Compensation Committee to exclude from any sub-plan the limit
on an employee's right to accrue common stock pursuant to the
Amended ESPP at a rate that exceeds $25,000 in market value of
common stock per calendar year; (v) allows the Compensation
Committee to change the frequency or duration of offering periods
with respect to future offerings; (vi) caps the number of shares
that any employee may purchase in any offering period and in any
calendar year at 5,000 and 20,000 shares, respectively; (vii)
allows for participation in the Amended ESPP by any employee
employed as of an enrollment date; and (viii) permits participants
in the Amended ESPP to change their contribution rates during
offering periods, subject to limitations imposed by the
Compensation Committee.

Thompson Creek filed with the SEC a Form S-8 registration
statement to register 11,203,994 shares of common stock issuable
under the Amended and Restated Thompson Creek Metals Company Inc.
2010 Employee Stock Purchase Plan and Amended and Restated
Thompson Creek Metals Company Inc. 2010 Long-Term Incentive Plan.
A copy of the Form S-8 prospectus is available for free at:

                    http://is.gd/A0yzF2

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


UNIVERSAL COOPERATIVES: Files for Chapter 11 to Sell Assets
-----------------------------------------------------------
Universal Cooperatives, Inc., an Eagan, Minnesota-based inter-
regional farm supply cooperative, and its affiliates commenced
bankruptcy cases to pursue a prompt sale of their assets.

According to Universal, units Heritage Trading Company, LLC and
Bridon Cordage LLC have historically been, and remain, profitable
businesses.  Because of the positive net income these two business
units generate, the Debtors believe that there is a viable market
for their assets and the potential to sell their assets and
operations on a going concern basis.

Universal at present has five business units:

      (i) Bridon Cordage LLC, a manufacturer of polypropylene
baler twine, industrial twines and industrial fibers.  Bridon
currently has approximately 130 employees and has manufacturing
locations in Albert Lea, Minnesota, and Jerome, Idaho.  Through
eight months ended March 31, 2014, Bridon has generated $33
million in sales and $300,000 in operating income.

     (ii) Heritage Trading Company, LLC, a Kansas City, Missouri-
based distribution company focused on feed/farm stores in the
United States.  Through eight months ended March 31, 2014,
Heritage has generated $23 million in sales and $200,000 in
operating income.

    (iii) Universal Crop Protection Alliance, LLC, a Napoleon,
Ohio facility that packages and distributes proprietary crop
protection products.  For the eight months ended on March 31,
2014, UCPA generated $11.6 million in revenue with an operating
loss of $600,000.  UCPA has been actively selling its inventory
and expects to discontinue active operations in the very near
future.

     (iv) UCI do Brasil, which operated a plant located in
Salvador, Bahia, Brazil.  For the eight months ended on March 31,
2014, UCI do Brasil generated $8.9 million in revenue with an
operating loss of $1.2 million.  The Debtors determined to wind-
down all UCI do Brasil operations.  Universal is currently in
negotiations to sell UCI do Brasil's real property assets in
Brazil.

      (v) Sainte Germaine S.A., a France-based subsidiary and
distributor of sisal and polypropylene baler twines, bale wrap/
stretch film, and netting.  For the eight months of fiscal 2014
ended on March 31, 2014, Sainte Germaine generated $6.1 million in
revenue with an operating loss of $700,000.  The Debtors have
determined to wind-down or sell the Sainte Germaine operations.
Universal is currently in discussions with a third party to
purchase substantially all of Sainte Germaine's assets and
operations subject to and under French law.  Universal
contemplates that all of Sainte Germaine's assets will be
liquidated and all employees released during the pendency of the
Chapter 11 cases.

A few months before the Petition Date, the Debtors sold two
businesses: (a) Animal Health, which assisted the Debtors' members
in the marketing of packaged health care products for livestock
and companion animals, and Pet's Corner, a Bloomington, Minnesota-
marketer of rawhide dog chews.

The Debtors blamed their liquidity woes on deteriorating margins,
intense competition for certain lines of business, and funding
their defined benefit pension plan.  Decreased liquidity in 2013,
in combination with reduced inventory reserves and vendors'
refusal or inability to provide extended payment terms for
purchased inventory, undermined the Debtors' ability to purchase
inventory at the rate required to operate at full levels.  By
January of 2014, sales were 40% of the prior comparable year.

The Debtors owe $7.44 million on a revolving loan and $1.55
million on a term loan provided by lenders, led by Bank of
America, N.A., as agent.  The Debtors entered into a forbearance
agreement with BofA in March following a default under the credit
agreements.

                      Sale of the Assets

The Debtors received a letter of interest on April 25, 2014, from
a strategic (i.e. agribusiness) buyer with respect to the assets
of both Bridon and Heritage.  The Debtors intend to enter into an
asset purchase agreement, which would include provisions for the
assumption and assignment of specified contracts, and conduct a
competitive sale process with a stalking horse bidder, subject to
the approval of the Court and consistent with their obligations
under post-petition financing arrangements.

With respect to Animal Health and Pet's Corner, prior to the
Petition Date, the Debtors determined that the best manner in
which to maximize stakeholder value with respect to those
businesses was to liquidate their underlying assets prior to the
necessity of filing the Chapter 11 cases.  The assets of the
Animal Health Business Unit were sold to Tennessee Farmers
Cooperative (a voting member) for $934,400.  Southern States
Cooperative, Inc. purchased $20,000 of current Pet's Corner
inventory with the remaining inventory written off.

The Debtors, in consultation with their advisors, further
concluded that a sale of all or substantially all of UCPA's assets
will maximize stakeholder value for such assets. Accordingly, the
Debtors intend to implement an orderly sale process with respect
to UCPA.

                       First-Day Motions

On the day of the bankruptcy filing, the Debtors filed motions to,
among other things,

    * continue their customer programs;
    * pay prepetition employee wages;
    * grant adequate assurance of payment to utilities;
    * maintain their existing insurance policies; and
    * access postpetition financing.

The Debtors are seeking joint administration of their Chapter 11
cases.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel and Prime Clerk as notice and claims agent.

Bank of America, N.A., is represented by Daniel J. McGuire, Edward
Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston &
Strawn, LLP.


UNIVERSAL COOPERATIVES: Proposes Prime Clerk as Claims Agent
------------------------------------------------------------
Universal Cooperatives, Inc., and its debtor-affiliates ask the
bankruptcy court for authority to employ Prime Clerk LLC as their
claims and noticing agent in the chapter 11 cases.

Although the Debtors have yet to file their schedules of assets
and liabilities, they anticipate that there will be in excess of
200 entities to be noticed.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Analyst                           $45
     Technology Consultant            $130
     Consultant                       $140
     Senior Consultant                $170
     Director                         $195

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Consultant          $170
     Director of Solicitation         $195

The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing and no charge for e-mail noticing.  Hosting of
the case Web site is free of charge and on-line claim filing
services are free of charge.  For data administration and
management, the firm will charge $0.10 per record per month for
data storage, maintenance and security.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $12,500.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel and Prime Clerk as notice and claims agent.

Bank of America, N.A., is represented by Daniel J. McGuire, Edward
Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston &
Strawn, LLP.


UNIVERSAL COOPERATIVES: Has $13MM DIP Financing from BofA
---------------------------------------------------------
Universal Cooperatives, Inc. and its affiliates ask the bankruptcy
court for permission to obtain $13 million of postpetition
financing on a senior secured superpriority basis from existing
lenders led by Bank of America N.A., as agent.

The Debtors say that the DIP Facility and proposed use of cash
collateral is vital to their ability to continue to operate with
the goal of consummating a going concern sale.

The Debtors will grant the prepetition secured parties adequate
protection in the form of replacement liens, an allowed
superpriority administrative expense claim, and payments of
interest and fees.

The salient terms of the DIP facility are:

    * DIP Agent:     Bank of America, N.A.

    * DIP Lenders:   Bank of America and/or its affiliates

    * Borrowers:     Universal Cooperatives, Inc.; Bridon Cordage
                     LLC; Heritage Trade Company, LLC; and
                     Universal Crop Protection Alliance, LLC.

    * Guarantor:     Pavalon, Inc.

    * Postpetition
      Debt:          A senior secured, superpriority revolving
                     credit facility, the proceeds of which will
                     be used to provide for working capital and
                     for other purposes.

    * Borrowing
      Limit:         The maximum amount (i) until June 9, 2014
                     will be $13,000,000 minus the amounts
                     outstanding under the existing credit
                     agreement and (ii) from and after June 9,
                     2014, $8,000,000 minus the amounts
                     outstanding under the existing credit
                     agreement.  After the reduction, it is
                     expected that the Debtors will use operating
                     cash receipts to reduce the DIP Facility.

    * Maturity
      Date:          The earlier of (i) six months after the
                     closing date of a sale under Section 363; and
                     (ii) the closing date of a sale under Section
                     363 of a portion of, or substantially all of,
                     the Borrowers' assets in an amount necessary
                     to satisfy the DIP obligations in full.

    * Budget:        The Borrowers will only make expenditures for
                     matters, and not in excess of the amounts,
                     set forth in the budget.

    * Interest
      Rates:         Base Rate plus 2%.


    * Milestones:    Milestones for the progress and completion of
                     efforts to restructure and market and sell
                     the Bridon and Heritage facilities:

                      * No later than June 6, 2014, enter into an
                        asset purchase agreement with a stalking
                        horse bidder with respect to the sale of
                        Bridon and Heritage, for aggregate net
                        consideration in a minimum amount
                        necessary to repay in full the DIP
                        Facility and all amounts due under the
                        Existing Credit Agreement;

                      * Within 25 days after the Petition Date,
                        the Borrowers will have obtained from the
                        Bankruptcy Court an order approving
                        bid procedures with respect to the sale of
                        Bridon and Heritage in form and substance
                        reasonably satisfactory to the DIP Agent;

                      * An auction, if any, shall take place two
                        days after the bid deadline set forth in
                        the Bid Procedures Order, but in any
                        event no later than 60 days after the
                        Petition Date;

                      * The Bankruptcy Court shall have entered an
                        order approving the sale of Bridon and
                        Heritage to the highest bidder within
                        two days after the auction (if any), but
                        in any event, no later than 63 days after
                        the Petition Date; and

                      * Within two business days after entry of
                        the Sale Order, close the sale of Bridon
                        and Heritage.


VICTOR OOLITIC: Indiana Limestone Reopens Under New Management
--------------------------------------------------------------
Rick Seltzer, writing for Herald Times, reported that Indiana
Limestone Co. technically closed to fulfill a bankruptcy plan,
laying off all employees by Friday, May 2, and reopened under new
ownership Monday, May 5, and rehired employees.

As reported by the Troubled Company Reporter on April 23, 2014,
Bankruptcy Judge Christopher S. Sontchi in Wilmington, Delaware,
approved the sale of substantially all of the assets of Victor
Oolitic Stone Company, d/b/a Indiana Limestone Co., et al., to DIP
lender Indiana Commercial Finance, LLC.

The auction for the assets was cancelled after only one firm made
an offer.  ICF served as stalking horse bidder with a credit bid
of $26 million at an auction slated for April 14.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.  In its schedules, Victor Oolitic
disclosed $31,357,627 in total assets and $58,722,289.71 in total
liabilities.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for
$26 million in debt.  Victor Oolitic Stone Company and Victor
Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr.
S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009.
Judge Frank J. Otte presided over the 2009 case.  The 2009 Debtors
were represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


WEST CORP: Annual Meeting Held to Discuss Results
-------------------------------------------------
West Corporation's annual meeting of stockholders was held on
May 13, 2014, at 11808 Miracle Hills Drive, Omaha, Nebraska.  The
Company's presentation used at the Annual Meeting is available for
free at http://is.gd/MM3rEq

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corp posted net income of $143.20 million in 2013, as
compared with net income of $125.54 million in 2012.  The
Company's balance sheet at March 31, 2014, showed $3.54 billion in
total assets, $4.25 billion in total liabilities and a $709.40
million total stockholders' deficit.

                         Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     March 31, 2014.

                           *    *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Omaha, Neb.-based
business process outsourcer West Corp. to 'BB-' from 'B+'.  The
upgrade reflects Standard & Poor's view that lower debt leverage
and a less aggressive financial policy will strengthen the
company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to B1 from B2.
"The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a
publicly owned company", stated Moody's analyst Suzanne Wingo.


WP MUSTANG: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned to WP Mustang Holdings LLC a B3
Corporate Family Rating (CFR), a B3-PD probability of default
rating, and B1 and Caa2 ratings to the company's senior 1st lien
and 2nd lien credit facilities, respectively. The ratings outlook
is stable. WP Mustang Holdings LLC is the parent company of
Electronic Funds Source LLC (EFS) formed in connection with EFS'
acquisition by Warburg Pincus LLC for approximately $1.2 billion.
WP Mustang Holdings LLC will use the proceeds from the new credit
facilities and $492 million of equity to finance the acquisition
and pay transaction fees and expenses.

Ratings Rationale

The B3 CFR reflects EFS' high total debt to EBITDA leverage, which
Moody's expects will remain over 7.0x over the next 12 to 18
months, the company's modest operating scale, and its narrow
market focus primarily serving the Over-the-Road (OTR) long-haul
trucking and transportation customers. The rating also reflects
EFS' history of growth from acquisitions and Moody's view that the
company will pursue shareholder-friendly policies under its
financial sponsors. EFS' credit profile also incorporates its
exposure to customer credit risk from its short-term card
receivables and liquidity risk in funding these receivables.
However, the company limits its exposure through a variety of
proprietary risk management programs, customer purchase
authorization and controls, security deposits and by extending
credit for only short durations.

The rating is supported by EFS' leading position in the niche OTR
trucking market, recurring transaction-based revenues, and its
strong EBITDA margins. Moody's expects EFS to generate free cash
flow of at least 5% of total debt driven by organic revenue growth
of about mid to high single digit percentages and stable EBITDA
margins in the high 50% range (incorporating Moody's standard
analytical adjustments).

The stable ratings outlook reflects EFS' good liquidity and
revenue and free cash flow growth prospects.

Moody's could upgrade EFS' ratings if the company maintains good
liquidity and generates strong free cash flow growth driven by
sustained earnings growth. The ratings could be raised if Moody's
believes that EFS will maintain total debt to EBITDA (Moody's
adjusted) below 6.0x and the company produces free cash flow in
the high single digit percentages of total debt.

Moody's could downgrade EFS' ratings if the company's liquidity
deteriorates, revenues and EBITDA margins decline, or free cash
flow weakens to the low single digit percentages of total debt for
a prolonged period.

Issuer: WP Mustang Holdings LLC

Assignments:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

US$100M First Lien Revolving Credit Facility, Assigned B1, LGD3,
30%

US$495M First Lien Term Loan B Facility, Assigned B1, LGD3, 30%

US$250M Second Lien Term Loan B Facility, Assigned Caa2, LGD5,
82%

Electronic Funds Source LLC is a leading provider of fleet and
corporate payment services mainly to the transportation industry.
The company's headquarters are in Nashville, TN.


ZALE CORP: Board Recommends Approval of Signet Transaction
----------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission a solicitation material in connection with the proposed
transaction with Signet Jewelers Limited.  The Company's Board
believes the proposed transaction represents compelling and
immediate value for shareholders.

On Nov. 7, 2013, Signet submitted a proposal to acquire all of the
Company's outstanding common stock at a price of $19 per share in
cash.  The Board felt the offer did not represent sufficient value
to stockholders and, absent an in crease in the proposed value,
would not engage with, or provide due diligence to, Signet.

In February 2014, Signet increased its offer price to $21 in cash
per share of the Company's common stock.

The Board has unanimously recommended stockholders to vote FOR the
proposed transaction.

A copy of the presentation material is available for free at:

                       http://is.gd/BxUsY2

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013.  Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.

The Company's balance sheet at Jan. 31, 2014, showed $1.28 billion
in total assets, $1.08 billion in total liabilities and $192.07
million in total stockholders' investment.


* Gambling Debts Not Automatically Non-Dischargeable
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two casinos failed to establish a precedent that an
unpaid gambling debt automatically becomes non-dischargeable in an
individual's bankruptcy.

According to the report, on a trip to Las Vegas that resulted in
his bankruptcy, an individual signed so-called markers at two
casinos for total of about $1.2 million. To grant credit, the
casinos ran a credit check on the company the individual owned.

The casinos contended that the gambling debt was nondischargeable
under Section 523(a)(6) of the Bankruptcy Code as a willful and
malicious injury, the report related.  The casinos introduced
evidence only about their credit analysis and didn't provide any
evidence about the gambler's knowledge of his financial condition.

U.S. Bankruptcy Judge David R. Jones discharged the debt, the
report further related.  His opinion was upheld by U.S. District
Judge Sim Lake in Houston.

Judge Lake said it was unclear from the record whether the gambler
"was in fact unable to pay the markers when he signed them," the
report added.  Indeed, the judge said, the record indicated he had
$1 million in chips and several hundred thousand dollars in
company bank accounts.

The case is Nevada Property I LLC v. D'Amico (In re D'Amico), 13-
3592, U.S. District Court, Southern District of Texas (Houston).


* Reopening Not Required for Dischargeability Complaint
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual's closed Chapter 7 case need not be
reopened for a creditor to file an adversary proceeding regarding
the dischargeability of a debt under Section 523(a)(3)(B) of the
Bankruptcy Code, the Bankruptcy Appellate Panel in St. Louis ruled
April 22.

According to the report, a bankruptcy judge had dismissed the
dischargeability complaint because the creditor refused to pay the
fee and file a motion to reopen the case. Writing for the three-
judge appellate panel, U.S. Bankruptcy Judge Robert J. Kressel
reversed.

Judge Kressel cited a decision by the U.S. Court of Appeals in San
Francisco in Staffer v. Predovich, which held that reopening a
case isn't necessary to file a dischargeability complaint, the
report related.

Jurisdiction is bestowed by statute and doesn't end when a plan is
confirmed or a case is confirmed, Judge Kressel said, the report
further related.  While reopening may be convenient for the clerk,
it doesn't affect jurisdiction.

Judge Kressel said a dischargeability complaint has little impact
on the rest of the case and doesn't require reopening, the report
added.  Also, filing a new adversary proceeding requires opening
an entirely new docket anyway.

The case is Goldstein v. Diamond (In re Diamond), 14-6001, U.S.
Bankruptcy Appellate Panel for the Eighth Circuit (St. Louis).


* Property Tax Rebate Isn't Public Assistance Benefit
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a property tax refund resulting from a Minnesota tax-
abatement statute isn't an exempt asset as "government assistance
based on need," the Bankruptcy Appellate Panel in St. Louis said
April 22.

According to the report, an 88-year-old widow living entirely on
Social Security and who owned a $200,000 home with $150,000 in
equity filed in Chapter 7.  She claimed that a $2,000 real estate
tax refund was exempt and won in bankruptcy court. The trustee
appealed, winning a reversal.

The widow based her argument on a state statute providing a non-
exclusive list of items that are exempt as being forms of "public
assistance," the report related.  The tax refund wasn't
specifically mentioned.

Another state statute provides real estate tax refunds for
homeowners whose property taxes exceed specified percentages of
household income, the report further related.  The refund
disappears on a sliding scale until it's gone for those with
incomes above $103,000.

Writing for the three-judge appellate panel, U.S. Bankruptcy Judge
Arthur B. Federman relied in part on the same court's decision in
December in Hardy v. Fink holding that federal child tax credit
isn't public assistance and isn't exempt in Missouri, the report
added.

The case is Manty v. Johnson (In re Johnson), 13-6050, U.S.
Bankruptcy Appellate Panel for the Eighth Circuit (St. Louis).


* Peitzman Weg Bankruptcy Team to Join Robins, Kaplan, Miller
-------------------------------------------------------------
Robins, Kaplan, Miller & Ciresi L.L.P. on May 14 disclosed that
Peitzman Weg LLP, a nationally known and leading corporate
restructuring and bankruptcy boutique, will join the firm with
four partners who will reside in the Los Angeles office of the
firm.

Peitzman Weg LLP, a boutique firm with a stellar reputation
founded in 1999 by veteran attorneys from elite, global firms, has
been recognized in Chambers USAand U.S. News & World Report as
among the top-ranked national firms for business restructuring and
bankruptcy.  Partners Howard J. Weg, Scott F. Gautier, James P.
Menton, Jr., and David B. Shemano have a collective experience
that spans decades of practice in high-profile corporate
restructuring, bankruptcy, and commercial litigation matters in
California and nationwide.  Several associates are also expected
to join.

"These attorneys are an exceptionally talented group of legal
minds with a deep capacity for the reality of modern business and
how to help companies, creditors and equity holders navigate
bankruptcies and restructurings," said Roman Silberfeld , managing
partner of the Los Angeles office.  "There are a number of clear
crossover areas including business litigation, intellectual
property and insurance, where our existing clients and matters
face a risk or a threat of insolvency or an effort by an adverse
party to use the bankruptcy process or a restructuring play to
avoid or diminish liability.  This team greatly expands the broad-
level financial services we offer our clients and provides a
custom approach to facing their most serious business challenges.
Complex restructuring and bankruptcy related litigation will
continue to be a fertile area of work and we look forward to
bringing our firm's litigation talent to bear on restructuring and
bankruptcy related issues."

"Our firm's focus is always on deliberate and thoughtful strategic
expansion, and this is a terrific opportunity that is mutually
beneficial for our firms and our respective clients.  We
identified early on that we share many of the same values and our
cultures are very similar, rooted in integrity, excellence,
collaboration, respect, hard work, service to our communities,
diversity and inclusion," said Martin Lueck, chairman of the board
at Robins, Kaplan, Miller & Ciresi L.L.P.  "Both our firms are
entrepreneurial in spirit and that offers us many opportunities to
be flexible to meet client needs on any level.  We both also
strongly value expedient and efficient business solutions that our
firms' clients have come to expect, and that have sustained our
long-standing client relationships."

"The highly experienced national platform offered by Robins,
Kaplan, Miller & Ciresi L.L.P. provides significantly greater
depth to the litigation and corporate law capabilities and
resources than we could provide in our boutique practice alone,"
said Howard Weg, who will serve as chair of the firm's new
Restructuring and Business Bankruptcy practice and is a founding
partner of Peitzman Weg LLP.  "This is a great moment to join
Robins, Kaplan and bring our expertise to the firm's clients,
while having direct access to the firm's skilled national
litigation practice for our restructuring and bankruptcy
practice."

Howard Weg's experience includes prominent and complex
restructurings, both in and out of chapter 11 cases, such as for
the owners of the "Terminator" and other motion picture franchises
and movie rights, restaurant franchises, the Los Angeles
Bonaventure Hotel and other hotels and casinos, office buildings,
industrial properties, hospitals and power companies.  He serves
on the board of directors of the American College of Bankruptcy.

Scott Gautier represents constituents in all facets of corporate
insolvency, both in and out of court proceedings.  His noteworthy
debtor representations include such nationally recognized names as
Bugle Boy, Sexy Hair, Closet World, one of the largest KFC
franchisees and the Terminator movie franchise.  He has had
significant roles in bankruptcy cases of national prominence and
also represents mid-market companies and official committees in
corporate chapter 11 cases.

James Menton, Jr. is primarily focused on business litigation,
bankruptcy and creditor's rights.  He draws upon his extensive
professional network to provide clients with strategic resources
and solutions in their cases.  His experience includes matters
involving commercial and contract disputes, bankruptcy related
litigation, creditor and shareholder rights, director and officer
liability, fraud and fraudulent transfers, lender liability and
real estate.

David Shemano represents chapter 11 debtors, creditors'
committees, trustees, secured creditors and general unsecured
creditors in all aspects of corporate bankruptcy and bankruptcy
litigation.  He has in-depth experience handling bankruptcy,
restructuring and bankruptcy litigation matters related to real
estate, entertainment, franchising and manufacturing.

          About Robins, Kaplan, Miller & Ciresi L.L.P.

Robins, Kaplan, Miller & Ciresi L.L.P. -- http://www.rkmc.com--
is a litigation firm whose clients include numerous Fortune 500
corporations, emerging markets companies, entrepreneurs, and
individuals as both plaintiffs and defendants.  With more than 220
lawyers located in Atlanta, Boston, Los Angeles, Minneapolis, New
York and Naples (FL), the firm is frequently engaged in high-
stakes, complex litigation with significant bottom-line
implications for clients.  Its business lawyers handle complex
transactions in a variety of market segments and industries. The
firm has regularly received a top ranking for litigation from
Chambers USAand was chosen as a "Go-To Law Firm" by Corporate
Counsel.  In addition, Multicultural Law has ranked the firm as
one of the top national law firms for diversity.  The American
Lawyer ranked the firm seventh in the country in the 2013 Pro Bono
Survey, and twice named the firm to the A-List.


* BOOK REVIEW: CHARLES F. KETTERING: A Biography
------------------------------------------------
Author:     Thomas Alvin Boyd
Publisher:  Beard Books
Softcover:  242 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://www.beardbooks.com/beardbooks/charles_kettering.html

Charles Kettering was born on a farm in northern Ohio in 1876.
He once said, "I am enthusiastic about being an American because
I came from the hills in Ohio. I was a hillbilly. I didn't know
at that time that I was an underprivileged person because I had
to drive the cows through the frosty grass and stand in a nice
warm spot where a cow had lain to warm my (bare) feet. I thought
that was wonderful. I walked three miles to the high school in a
little village and I thought that was wonderful, too. I thought
of all that as opportunity. I didn't know you had to have money.
I didn't know you had to have all these luxuries that we want
everybody to have today."

Charles Kettering is the embodiment of the American success
story. He was a farmer, schoolteacher, mechanic, engineer,
scientist, inventor and social philosopher. He faced adversity
in the form of poor eyesight that plagued him all his life. He
was forced to drop out of college twice due to his vision before
completing his electrical engineering degree.

Kettering went on to become a leading researcher for the U.S.
automotive industry. His company, Dayton Engineering
Laboratories, Delco, was eventually sold to General Motors and
became the foundation for the General Motors Research
Corporation of which Kettering became vice president in 1920. He
is best remembered for his invention of the all-electric
starting, ignition and lighting system for automobiles, which
replaced the crank. It first appeared as standard equipment on
the 1912 Cadillac.

Kettering held more than 300 patents ranging from a portable
lighting system, Freon, and a World War I "aerial torpedo," to a
device for the treatment of venereal disease and an incubator
for premature infants. He conceived the ideas of Duco paint and
ethyl gasoline, pursued the development of diesel engines and
solar energy, and was a pioneer in the application of magnetism
to medical diagnostic techniques.

This book shows the wisdom and common sense of Kettering's
approach to engineering and life. It received favorable reviews
when was first published in 1957. The New York Times called it
an "old-fashioned narrative biography, written in clean,
straight-line prose-no nuances, no overtones, .but with enough
of Kettering's philosophy and aphorisms, his tang and humor, to
convey his personality." The New York Herald Tribune Book Review
said, "(t)his lively book is particularly successful in its
reflection of Kettering's restless, searching mind and tough
persistence."

Kettering once showed a passing tramp the "fun" of digging holes
properly and gave him a job. The man, then promoted to foreman,
later told Kettering, "(i)f only years ago someone had taught me
how much fun it is to work, when a fellow tries to do good work,
I would never have become the bum I was." Kettering once
advised, ".whenever a new idea is laid on the table it is pushed
at once into the wastebasket. (i)f your idea is right, get to
that wastebasket before the janitor. Dig your idea out and lay
it back on the table. Do that again and again and again. And
after you have persisted for three or four years, people will
say 'Why, it does begin to look as through there is something to
that after all.'"

Charles Kettering died on November 24, 1958.

Thomas Alvin Boyd was a chemical engineer and a member of
Charles Kettering's research staff for more than 30 years.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel and Prime Clerk as notice and claims agent.

Bank of America, N.A., is represented by Daniel J. McGuire, Edward
Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston &
Strawn, LLP.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***