TCR_Public/140520.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 20, 2014, Vol. 18, No. 138

                            Headlines

A-Z DIABETES CARE: Case Summary & 20 Largest Unsecured Creditors
AEMETIS INC: Swings to $7.7-Million First Quarter Profit
AEOLUS PHARMACEUTICALS: Incurs $437,000 Net Loss in March 31 Qtr.
AFFIRMATIVE INSURANCE: Posts $664,000 Net Income in 1st Quarter
AIMCO: Fitch Assigns 'BB-' Rating to $125MM 6.875% Series A Stock

AKORN INC: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Neg.
ALION SCIENCE: Incurs $16.8 Million Net Loss in March 31 Quarter
ALLEN SYSTEMS: Moody's Downgrades Corp. Family Rating to 'Caa3'
AMERICAN AMEX: Amy Briels Approved as Principal Realtor
AMERICAN AMEX: June 19 Hearing on Bid to Dismiss or Convert Case

AMERICAN AMEX: Sable Palm Has Relief from Stay After May 16
AMERICAN PATRIOT: Court Dismisses Case, Directs Payment of Fees
AMERICAN POWER: Incurs $891,000 Net Loss in March 31 Quarter
AMR CORP: Bankruptcy Did Not Toll Ireland's Deadline to Sue
ANESTHESIA HEALTHCARE: Files for Chapter 11 in Atlanta

ATLAS ENERGY: Moody's Rates New $100MM Unsecured Notes 'Caa1'
AUGUST WILSON CENTER: Pa. AG Asks Judge to Nix Sale
AZTECAMERICA BANK: Is Seventh Bank to Fail in 2014
BI-LO LLC: S&P Raises Secured Notes Rating to 'B'; Outlook Stable
BOMBARDIER RECREATIONAL: S&P Raises CCR to 'BB-'; Outlook Stable

BON-TON STORES: Gabelli Funds Holds 7.5% Equity Stake
BUFFET PARTNERS: Sale Approved as U.S. Trustee Seeks Conversion
C&K MARKET: June 25 Hearing to Confirm Plan
CARETRUST REIT: S&P Assigns 'B' CCR & Rates $260MM Sr. Notes 'B+'
CASH STORE: Fails to File Interim Financial Report

CAPITOL CITY: Incurs $467,000 Net Loss in First Quarter
CE GENERATION: Moody's Revises Debt Rating Outlook to Negative
CENTRAL FEDERAL: Reports $214,000 Net Loss for First Quarter
CHESAPEAKE ENERGY: Fitch Revises Outlook & Affirms 'BB-' IDR
CHINA PRECISION: Incurs $20.4-Mil. Net Loss in March 31 Quarter

CICERO INC: Delays Form 10-Q for First Quarter
CIMAREX ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
COCRYSTAL PHARMA: Incurs $372,000 Net Loss in First Quarter
COLDWATER CREEK: Creditors Oppose Outline, Quick Plan Approval
COMMUNITY SHORES: Reports $110,700 Net Income in First Quarter

CORD BLOOD: Had $436,600 Net Loss in First Quarter
COTTONWOOD ESTATES: Plan Provides for Sale of Tavaci Project
COUDERT BROTHERS: ABA Joins Battle over Dead Law Firm Profits
CUBIC ENERGY: Incurs $11.8 Million Net Loss in March 31 Quarter
DETROIT, MI: Workers Voting Blind on State Pension Contributions

DETROIT, MI: FGIC Limited in Inspecting City's Museum's Art
DIALOGIC INC: Incurs $5.2 Million Net Loss in First Quarter
DOLAN CO: Law Firm Wants Stay Lifted To Pursue $27M Claim
ENCOMPASS DIGITAL: S&P Assigns 'B+' Rating to $295MM Facilities
EDGENET INC: Court Approves Bid Process; Auction Set for June 4

EDGENET INC: Exclusive Right to File Plan Extended to July 13
EDGENET INC: Has Until June 30 to Decide on Unexpired Leases
EDGENET INC: Obtains Order Fixing Bar Dates for Filing Claims
EDGENET INC: Seeks Court Approval to Terminate 401(k) Plan
ELEPHANT TALK: Has Until Nov. 17 to Comply with NYSE Rule

EMPIRE RESORTS: Delays Form 10-Q for First Quarter for Review
ENERGY FUTURE: Files Amendment to Restructuring Support Agreement
ENERGY FUTURE: Tenders Offers Opposed by Bondholders
ENERGY FUTURE: Exchange Should Be Rejected, Says Computershare
ENERGY FUTURE: Unit Said to Plan $9 Billion Debt Deal

ENERGY FUTURE: S&P Withdraws Ratings Following Bankruptcy Filing
EQUIPMENT ACQUISITION: Can't Recoup Payment for Gambling Debt
EVERGREEN AVIATION: Ch. 7 Reveals Schism Among Lenders, Creditors
EWGS INTERMEDIARY: Files Ch. 11 Plan, Outline Approval on June 9
FIELD FAMILY: Third Amended Plan, Hotel Management Deal Approved

FIELD FAMILY: Has Access to Wells Fargo's Cash Until June 23
FILENE'S BASEMENT: Deal Reached To Allow $30M HQ Lease Sale
FOUNDATION HEALTHCARE: Incurs $1.8-Mil. Net Loss in 1st Quarter
FOUR OAKS: Posts $1.3 Million Net Income in First Quarter
FREEDOM INDUSTRIES: Selling Plant Not Involved in Pollution

GARLOCK SEALING: Ford, Volkswagen, Honeywell Get Client Lists
GATEWAY PLAZA: Case Summary & 7 Largest Unsecured Creditors
GENCO SHIPPING: Wins Court Approval to Assume RSA With Creditors
GENCO SHIPPING: Shareholders Lose Bid to Block Restructuring Deal
GENERAL MOTORS: DBRS Assigns 'BB(high)' Sr. Unsecured Debt Rating

GENUTEC BUSINESS SOLUTIONS: Files for Ch.11 with $11.5MM Debt
GENUTEC BUSINESS SOLUTIONS: Proposes Bryner as Litigation Counsel
GLOBAL GEOPHYSICAL: Seeks Approval of KERP
GLOBALLOGIC HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
GLOBAL AVIATION: Proposes Bonuses to Keep Workers Pending Sale

GRATON ECONOMIC: S&P Raises ICR to 'B+'; Outlook Stable
GREEN FIELD ENERGY: Emerges From Liquidating Chapter 11
GREENSHIFT CORP: Delays First Quarter Form 10-Q
GRIDWAY ENERGY: Gets Final Approval of $122 Million Loan
HARLAN LABORATORIES: Moody's Affirms Caa2 Corporate Family Rating

HARRIS LAND: First State Bank Withdraws Objection to Cash Use
HARRIS LAND: Balks at MIB's Bid for Case Dismissal or Conversion
HARRIS LAND: Judge Wants New Counsel, Threatens to Dismiss Case
HARRIS LAND: Creditors' Meeting on June 11; Schedules Filed
HEDWIN CORP: Auction Forces Fujimori Kogyo to Pay 36% More

HILCORP ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
HOSTESS BRANDS: Apollo Taking Dividend After Bankruptcy Exit
HRK HOLDINGS: Has Until May 25 to Propose Chapter 11 Plan
IMH FINANCIAL: Reports $3 Million Net Loss in First Quarter
IMPULSE LLC: "Love Night Club" Sold for $5MM

INNOVATIVE COMMUNICATION: 3rd Cir. Tosses Dawn Prosser Appeal
INTELLICELL BIOSCIENCES: Delays Form 10-Q for First Quarter
IOWA GAMING: Proposes Quinn Emanuel as Bankruptcy Co-Counsel
IOWA GAMING: Proposes W&L as Litigation Co-Counsel
ISTAR FINANCIAL: Loomis Sayle Reports 11.8% Equity Stake

JACKSONVILLE BANCORP: Fires 16 of 100 Employees
JAMES RIVER: Court Approves Hiring of Davis Polk as Counsel
JAMES RIVER: Court Okays Hiring of Hunton & Williams as Co-counsel
JAMES RIVER: Gets Court's Nod to Hire Perella Weinberg as Advisor
JEFFERSON, AL: Residents and Leaders Want Parts of Plan Removed

KEYPOINT GOVERNMENT: S&P Revises Outlook & Affirms 'B' CCR
KRONOS WORLDWIDE: Fitch Affirms 'BB-' IDR; Outlook Stable
LHP HOSPITAL: S&P Puts 'B' CCR on CreditWatch Negative
LONGVIEW POWER: Withdrawal of District Court Mediation Urged
LONG BEACH MEDICAL: 2 Buyers Take Hospital & Nursing Home

LONGVIEW POWER: Takes a Second Shot at Its Chapter 11 Plan
MAXIMUS HOLDINGS: S&P Assigns 'B-' CCR & Rates $305MM Loan 'B'
MFM INDUSTRIES: Court OKs "As-Is" Purchase Agreement with Garb Oil
MI PUEBLO: Wins Approval of Reorganization Plan
MICHAEL BROUSSARD: Wins Confirmation of Chapter 11 Plan

MMODAL INC: Scores Tentative OK For Ch. 11 Deal To Slash Debt
MOBIVITY HOLDINGS: Incurs $1.7 Million Net Loss in First Quarter
MOMENTIVE PERFORMANCE: S&P Assigns 'BB-' Rating to $300MM Facility
MOMENTIVE SPECIALTY: Files Form 10-Q, Incurs $27MM Net Loss in Q1
MOUNT OLIVE: Court Rules on VWI Bid to Recharacterize Claims

NATIVE ENERGY: Files for Chapter 11 with Prepack Plan
NATIVE ENERGY: Says Sec. 341(a) Meeting Unnecessary
NEFF RENTAL: Moody's Rates New $575MM 2nd Lien Term Debt 'Caa1'
NEFF RENTAL: S&P Affirms 'B' CCR & Revises Outlook to Stable
OPTIM ENERGY: Coal Supplier Appeals Lawsuit-Blocking Ruling

OVERLAND STORAGE: Incurs $6.6 Million Net Loss in Third Quarter
PARKLAND FUEL: DBRS Assigns 'BB' Issuer Rating
PLC SYSTEMS: Incurs $2.4 Million Net Loss in First Quarter
PLY GEM HOLDINGS: Stockholders Elect Three Directors
QIMONDA AG: Samsung Patent Case May Go to High Court

QUANTUM FOODS: Oaktree Deal Falls Through, Adopts Dual-Track Sales
REAL ESTATE ASSOCIATES: Incurs $20,000 Net Loss in First Quarter
REFCO PUBLIC: Section 341(a) Meeting Scheduled for June 9
REGENCY CENTERS: Fitch Assigns 'BB+' Preferred Stock Rating
SABINE PASS: S&P Assigns 'BB+' Rating to Senior Secured Debt

SBARRO LLC: Won Court Approval to Exit Bankruptcy
SCOTTIE PIPPEN: Asks High Court to Revive Defamation Suit
SECUREALERT INC: Incurs $1.3-Mil. Net Loss in March 31 Quarter
SENTINEL MGT: Appellate Court Denies FCStone Ruling Rehearing
SIMPLEX HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors

SOLAR POWER: Incurs $832,000 Net Loss in First Quarter
SPANISH BROADCASTING: Incurs $6.1-Mil. Net Loss in 1st Quarter
STEVE MCKENZIE: Statute of Limitations Bars Suit Against Bowers
STOCKTON, CA: Confirmation Hearing Won't Finish Until June
SUPERIOR AIR: Dallas Court Rejects Lycoming Engines' Appeal

TELEFLEX INCORPORATED: Moody's Rates New Sr. Unsecured Notes Ba3
TELEXFREE LLC: Served With Class Lawsuit in Massachusetts Court
TUSCANY INTERNATIONAL: Drilling Auction Attracts One More Bid
TUSCANY INTERNATIONAL: Landis Rath Can Represent Shareholders
UNITED BANCSHARES: Incurs $221,000 Net Loss in First Quarter

UNITEK GLOBAL: Incurs $19.6 Million Net Loss in First Quarter
UNIVERSAL COOPERATIVES: Meeting to Form Creditors' Panel on May 27
USG CORP: Four Directors Elected at Annual Meeting
UTSTARCOM HOLDINGS Incurs $3.3 Million Net Loss in First Quarter
WEST CORP: Stockholders Elected Two Directors

ZALE CORP: Renews Call for Signet Transaction Approval
ZALE CORP: GAMCO Asset Intends to Vote Against Signet Merger

* Allowing Setoff Committed to Court's Discretion
* Circuits Split on Appeal From Confirmation Denial
* IRS Floats Tightened Definition of 'Acquiring Corporation'
* Undistributed Money Returns to Debtors on Dismissal

* Credit Suisse Said Near U.S. Tax Deal for Over $1 Billion
* Credit Suisse Guilty Plea Looms as U.S. Said to Reassure Banks

* Number of Distressed Hospitals Growing, MDS Consulting Says
* State Pensions Still Struggle Despite Market Gains, Fitch Says

* AlixPartners' Al Koch Gets Honorary Doctorate From Elizabethtown
* Jack Butler Joins Hilco Global as Executive Vice President
* Arizona Bankruptcy Court Gets a New Judge

* Large Companies With Insolvent Balance Sheet


                             *********


A-Z DIABETES CARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: A-Z Diabetes Care Club, LLC
           fka Diabetes Care Club, LLC
        PO Box 2255
        Mount Juliet, TN 37121

Case No.: 14-03923

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Marian F Harrison

Debtor's Counsel: Paul G. Jennings, Esq.
                  BASS, BERRY & SIMS PLC
                  150 Third Avenue South, Suite 2800
                  Nashville, TN 37201
                  Tel: 615 742-6267
                  Fax: 615 742-2767
                  Email: pjennings@bassberry.com

Total Assets: $1.14 million

Total Liabilities: $2.20 million

The petition was signed by Gary M. Murphey, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb14-03923.pdf


AEMETIS INC: Swings to $7.7-Million First Quarter Profit
--------------------------------------------------------
Aemetis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $7.68 million on $60.66 million of revenues for the three
months ended March 31, 2014, as compared with a net loss of $9.81
million on $19.42 million of revenues for the three months ended
March 31, 2013.

As of March 31, 2014, the Company had $99.37 million in total
assets, $103.60 million in total liabilities and a $4.22 million
total stockholders' deficit.

Cash and cash equivalents were $7.3 million at March 31, 2014, of
which $7.2 million was held in the Company's North American
entities and $0.1 million was held in the Company's Indian
subsidiary.  The Company's current ratio at March 31, 2014, was
0.52 compared to a current ratio of 0.35 at Dec. 31, 2013.

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

                        http://goo.gl/TebCTz

                            About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

Aemetis reported a net loss of $24.43 million on $177.51 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $4.28 million on $189.04 million of revenues in 2012.

                         Bankruptcy Warning

"The adoptions of new technologies at our ethanol and biodiesel
plants, along with working capital, are financed in part through
debt facilities.  We may need to seek additional financing to
continue or grow our operations.  However, generally unfavorable
credit market conditions may make it difficult to obtain necessary
capital or additional debt financing on commercially viable terms
or at all.  If we are unable to pay our debt we may be forced to
delay or cancel capital expenditures, sell assets, restructure our
indebtedness, seek additional financing, or file for bankruptcy
protection," the Company said in the Annual Report for the year
ended Dec. 31, 2013.


AEOLUS PHARMACEUTICALS: Incurs $437,000 Net Loss in March 31 Qtr.
-----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report disclosing a net loss of
$437,000 on $1.43 million of contract revenue for the three months
ended March 31, 2014, as compared to a net loss of $5.78 million
on $859,000 of contract revenue for the three months ended
March 31, 2013.

For the six months ended March 31, 2014, the Company reported a
net loss of $1.13 million on $2.23 million of contract revenue as
compared with a net loss of $1.75 million on $2.20 million of
contract revenue for the same period last year.

The Company's balance sheet as of March 31, 2014, showed $3.88
million in total assets, $3.85 million in total liabilities and
$37,000 in total stockholders' equity.

The Company had cash and cash equivalents of $520,000 on March 31,
2014, and $869,000 on Sept. 30, 2013.  The decrease in cash was
primarily due to cash provided by operating activities.

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

                        http://goo.gl/d5a2bV

                    About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus Pharmaceuticals reported a net loss of $3.20 million on
$3.92 million of contract revenue for the fiscal year ended
Sept. 30, 2013, as compared with net income of $1.69 million on
$7.29 million of contract revenue during the prior fiscal year.
As of Dec. 31, 2013, the Company had $2.75 million in total
assets, $2.48 million in total liabilities and $278,000 in total
stockholders' equity.

Grant Thornton LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company has incurred recurring losses and negative cash
flows from operations, and management believes the Company does
not currently possess sufficient working capital to fund its
operations through fiscal 2014.  These conditions, along with
other matters...raise substantial doubt about the Company's
ability to continue as a going concern.


AFFIRMATIVE INSURANCE: Posts $664,000 Net Income in 1st Quarter
---------------------------------------------------------------
Affirmative Insurance Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $664,000 on $45.52 million of total
revenues for the three months ended March 31, 2014, as compared
with a net loss of $6.25 million on $63.81 million of revenues for
the same period in 2013.  The decrease in revenues was due to the
reduction in commission and fee income due to the sale of the
Company's retail business in September 2013, which was partially
offset by the growth in gross premiums managed.

The Company's balance sheet at March 31, 2014, showed $381.12
million in total assets, $483.11 million in total liabilities and
a $101.99 million total stockholders' deficit.

Michael McClure, chief executive officer, stated, "We are happy
that we had a profitable first quarter, but we are not at the
level of profitability that we desire.  While our gross premiums
managed rose significantly compared to a year ago, our new
business policies declined in every state we operate in.  Our book
of business is transforming to primarily a renewal book of
business from primarily a new book of business a year ago.  This
is important as our renewal policies tend to have a substantially
lower loss ratio than new policies.  We have also taken
significant agent actions in the last six months terminating our
business relationship with unprofitable agents.  Lastly, we
continue to search to find ways to cut expenses on a daily basis.
We believe that all of these actions will contribute to increased
profitability in the future."

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

                        http://goo.gl/mH84Os

                      About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

Affirmative Insurance reported net income of $30.71 million in
2013, as compared with a net loss of $51.91 million in 2012.

KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2013.  The independent auditors noted that the Company's
recent history of recurring losses from operations and its
probable failure to comply with certain financial covenants in the
senior secured and subordinated credit facilities in 2014 raise
substantial doubt about its ability to continue as a going
concern.


AIMCO: Fitch Assigns 'BB-' Rating to $125MM 6.875% Series A Stock
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to the $125 million
6.875% series A preferred stock issued by Apartment Investment and
Management Company (AIMCO).  Net proceeds of $121.1 million will
be used for general corporate purposes, including repayment of
indebtedness under the company's revolving credit facility and
repayment of non-recourse property debt.

Fitch currently rates the company as follows:

Apartment Investment and Management Company

-- Issuer Default Rating (IDR) 'BB+';
-- Secured revolving credit facility 'BB+';
-- Preferred stock 'BB-'.

AIMCO Properties, L.P.

-- IDR 'BB+';
-- Secured revolving credit facility 'BB+'.

AIMCO/Bethesda Holdings, Inc.

-- IDR 'BB+';
-- Secured revolving credit facility 'BB+'.

The Rating Outlook is Positive.

KEY RATING DRIVERS

The 'BB+' rating reflects AIMCO's large, well-diversified
portfolio, improving balance sheet highlighted by reduced leverage
and growing unencumbered asset pool, simplified portfolio
strategy, and conservative dividend payout ratio.  These strengths
are balanced by a small unencumbered asset pool, weak credit
metrics relative to Fitch-rated investment grade peers, and
execution risk tied to completing existing redevelopment projects.
The Positive Rating Outlook anticipates further progress toward
building an unencumbered pool to a size and quality that is
consistent with that of an investment grade rating.  The Rating
Outlook also reflects Fitch's view that the company's leverage and
fixed charge coverage will continue to improve over the next 12-24
months to levels more consistent with those of an investment grade
issuer.

LARGE, WELL-DIVERSIFIED PORTFOLIO

AIMCO maintains a granular $8.2 billion real estate portfolio that
averages 'B' to 'B+' asset quality and is geographically
diversified, with each market comprising less than 15% of net
operating income (NOI).  The underlying granularity and diversity
across the portfolio insulates the company's cash flow from
economic weakness or new supply entering markets, a credit
positive.

NON-RECOURSE, PROPERTY-LEVEL BORROWER

AIMCO's debt financing strategy focuses on secured, non-recourse,
property-level borrowings with limited corporate debt.  This
financing strategy somewhat inhibits financial flexibility given
that nearly all of the portfolio is encumbered and is unlikely to
provide contingent liquidity in a weak capital markets
environment.  The company does not intend to issue corporate debt
in the foreseeable future, which partially mitigates the limited
size of the unencumbered pool.

GROWING UNENCUMBERED ASSET POOL

Despite AIMCO's secured debt financing approach, the company has
recently shifted its strategy to maintain and grow a modest pool
of unencumbered assets via the repayment of maturing mortgage
debt.  At March 31, 2014, the unencumbered pool was comprised of
eight properties with an estimated fair value of $410 million.
The pool would need to grow to at least $500 million (based on a
stressed 8% capitalization rate of unencumbered NOI) and have the
same or better asset quality relative to AIMCO's encumbered pool
for Fitch to consider an investment grade rating.

IMPROVING LEVERAGE AND FIXED CHARGE COVERAGE

AIMCO's leverage is 7.3x pro forma for the preferred stock
offering and Fitch expects leverage will drive lower toward 7.0x
over the next 12-24 months, strong for the 'BB+' rating. Fitch
defines leverage as net debt divided by recurring operating
EBITDA.

Fixed charge coverage for the trailing 12 months (TTM) ended
March 31, 2014 was 1.9x and Fitch expects the metric will exceed
2.0x over the next 12-24 months, driven by low-mid single digit
same-store NOI (SSNOI) growth and incremental cash flow from
completed redevelopment projects. Fitch defines fixed charge
coverage as recurring operating EBITDA less recurring capital
expenditures, divided by total interest incurred and preferred
dividends.  Projected credit metrics are generally indicative of a
'BBB-' rating for a large, well-diversified apartment REIT.

REDEVELOPMENT-DRIVEN GROWTH STRATEGY

AIMCO's growth strategy emphasizes the redevelopment of existing
properties as opposed to greenfield development projects, which
Fitch views favorably.  The investment strategy also aims to
improve overall asset quality in a leverage-neutral manner while
generating attractive risk-adjusted internal rates of return
(IRRs).  AIMCO has encountered cost overruns at its Lincoln Place
and Preserve at Marin projects; however, Fitch believes the
redevelopment of existing assets continues to provide the highest
risk-adjusted returns over the longer term.

CONSERVATIVE DIVIDEND PAYOUT

AIMCO reduced its normalized dividend more than 80% in 2009 to
align distributions with the weak operating environment brought
about by the financial crisis.  AIV has since grown the dividend
gradually since early 2011 and most recently increased the
quarterly rate 8% in January 2014 to $0.26/share.  Longer term,
Fitch expects that the company will maintain a conservative
adjusted funds from operations (AFFO) payout ratio in the 60%
range, a credit positive given retained cash flow can be used to
repay secured debt amortization requirements of approximately $80
million per year.

RATING SENSITIVITIES

The following factors may have a positive impact on AIMCO's
ratings:

-- Growing the unencumbered pool to $500 million (based on a
   stressed 8% capitalization rate) with asset quality consistent
   with the overall portfolio;

-- Fitch's expectation of leverage sustaining below 7.5x (pro
   forma leverage is 7.3x);

-- Fixed charge coverage sustaining above 2.0x (coverage for the
   TTM ended March 31, 2014 was 1.9x).

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 8.5x;
-- Fitch's expectation of fixed charge coverage sustaining below
   1.5x;
-- Encumbrance of the current unencumbered asset pool.


AKORN INC: S&P Puts 'B+' Corp. Credit Rating on CreditWatch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'B+' corporate credit rating, on Lake Forest, Ill.-
based Akorn Inc. on CreditWatch with negative implications.

"The CreditWatch placement follows Akorn's entirely debt-financed
acquisition of VersaPharm that increases pro forma leverage to
more than 6x, from the 4.5x to 5.0x that we initially expected,"
said credit analyst Michael Berrian.  "Moreover, since this
acquisition comes less than one month after the close of the Hi-
Tech Pharmacal acquisition, it reflects a financial policy that is
more aggressive than we had initially factored into the rating."

The acquisition of VersaPharm increases leverage to more than 6x
and suggests a financial policy that is more aggressive than S&P
initially factored into the rating; S&P initially projected that
leverage would be between 4.5x and 5.0x in 2014.  S&P will resolve
the CreditWatch once it receives more information as to how
management intends to reduce the high leverage and S&P better
understands management's evolving approach to financial policy.


ALION SCIENCE: Incurs $16.8 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $16.78 million on $192.96 million of
contract revenue for the three months ended March 31, 2014, as
compared with a net loss of $9.13 million on $221.28 million of
contract revenue for the same period in 2013.

For the six months ended March 31, 2014, the Company reported a
net loss of $35.25 million on $378.34 million of contract revenue
as compared with a net loss of $20.15 million on $425.61 million
of contract revenue for the same period last year.

As of March 31, 2014, the Company had $610.99 million in total
assets, $816.34 million in total liabilities, $61.03 million in
redeemable common stock, $20.78 million in common stock warrants,
$130,000 in accumulated other comprehensive los and a $287.29
million accumulated deficit.

                         Bankruptcy Warning

"The Company's high debt levels, of which $332.5 million matures
on November 1, 2014 and Alion's recurring losses will likely make
it more difficult for Alion to raise capital on favorable terms
and could hinder its operations.  Further, default under the
Unsecured Note Indenture or the Secured Note Indenture could allow
lenders to declare all amounts outstanding under the Wells Fargo
Agreement, the Secured Notes and the Unsecured Notes to be
immediately due and payable.  Any event of default could have a
material adverse effect on our business, financial condition and
operating results if creditors were to exercise their rights,
including proceeding against substantially all of our assets that
secure the Wells Fargo Agreement and the Secured Notes, and will
likely require us to invoke insolvency proceedings including, but
not limited to, a voluntary case under the U.S. Bankruptcy Code,"
the Company said in the Quarterly Report.

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

                       http://goo.gl/u3V4Sx

On May 15, 2014, Alion Science disclosed the following non-public
information.

   Consolidated EBITDA (as defined in the Company's Credit
   Agreement dated as of March 22, 2010, as amended) for the
   twelve months ended March 31, 2014, was approximately $66.8
   million, and for the three months ended March 31, 2014, was
   approximately $16.3 million.

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

                       http://goo.gl/xG7sNx

                       About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

                           *     *     *

As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'.  "The ratings downgrade reflects a capital structure that
matures within 12 months, a currently 'weak' liquidity assessment,
which we revised from 'less than adequate', and our expectation
that we would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.


ALLEN SYSTEMS: Moody's Downgrades Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service lowered Allen Systems Group, Inc.'s
("ASG") Probability of Default Rating ("PDR") to Ca-PD/LD from
Caa3-PD and Corporate Family Rating ("CFR") to Caa3 from Caa2. The
limited default "LD" designation appended to ASG's PDR reflects
the company's failure to make the interest payment that was
originally due on April 21, 2014 within the applicable initial 5
day grace period available under its first lien term loan credit
agreement. Moody's definition of default captures all missed or
delayed interest or principal payments according to the original
terms of a contractual obligation. On May 14th, the lenders under
the term loan credit agreement agreed to defer the payment of
interest that was originally due on April 21st and forbear from
exercising their rights and remedies with respect to other events
of default. Moody's also lowered the ratings of the company's $300
million second lien senior secured notes due 2016 to Ca from Caa3.
The rating outlook remains negative.

Ratings downgraded:

Allen Systems Group, Inc.

  Corporate Family Rating to Caa3 from Caa2;

  Probability of Default Rating to Ca-PD/LD from Caa3-PD;

  $300 million second lien senior secured notes due 2016 to Ca
  (LGD4, 65%) from Caa3 (LGD4, 53%).

Ratings Rationale

The ratings were lowered in consideration of the company's failure
to make the interest payment originally required in April 2014
under the first lien term loan agreement stemming from its
deteriorating liquidity profile, non-issuance of fiscal year 2013
annual financials and for the quarter ended March 31, 2014, as
well as continued weak operating performance and negative free
cash flow. ASG was not in compliance with some of its financial
maintenance covenants (as required by its first lien credit
agreement) for the fiscal year ended December 31, 2013 and the
quarter ended March 31, 2014. Additionally, the company was not in
compliance with the Minimum Liquidity Amount covenant (maintenance
of at least $5 million of domestic cash) under its first lien
credit facility as of November 2013, and as a result had received
an amendment that waived its obligation to comply with the
covenant through March 31, 2014. However, the company has failed
to remain in compliance with this covenant since
April 1, 2014.

Moody's believes that the company's capital structure is
unsustainable at current performance levels and the potential for
another payment default event over the near term is high due to
the company's deteriorating and weak liquidity situation. The
company has not made the $15.8 million semi-annual interest
payment on its 10.5% second lien senior secured notes due May
15th. The non-payment of interest after expiry of the applicable
30 date grace period will trigger an event of default under the
senior notes indenture. ASG's $25 million unrated first lien
revolving credit facility due 2017 remains fully drawn and
therefore, the company lacks a readily available external source
of funding.

The Caa3 corporate family rating reflects ASG's elevated risk of
debt impairment arising from leverage of over 9.5 times, the
missed interest payment on its term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, weak liquidity and negative free cash flow.
The company continues to experience significant erosion in
revenues as a result of sales execution missteps and mature demand
for its legacy Information Technology (IT) management software
products. The Caa3 rating incorporates ASG's modest operating
scale, execution challenges in reversing revenue declines given
limited financial flexibility, intense competition in product
segments and its portfolio of mature products. Moody's believe
that sustainable revenue growth and positive free cash flow are
unlikely to occur over the next 12 months and the company's
financial profile will remain stressed over this period. However,
the rating is supported by ASG's broad portfolio of mainframe and
distributed enterprise management software products, its recurring
revenue streams of maintenance and Software-as-a-Service revenues
(68% of LTM 3Q 2013 revenues) and their high retention rates, as
well as an installed base of over 8,500 customers.

The negative outlook reflects the uncertainty around ASG's capital
structure and Moody's expectation that the company's deteriorating
liquidity profile, in combination with weak revenue and cash flow
growth prospects will limit its debt service capability over the
next twelve months.

Ratings could be downgraded if ASG's operating performance and
liquidity profile further deteriorates, or if in Moody's
assessment the company's recovery rate at default materially
erodes. If the company is unable to make the scheduled interest
payment on its second lien notes (within the applicable 30 day
grace period) or restructures its debt resulting in significant
losses to its bondholders, ratings could be further downgraded. A
rating upgrade is unlikely over the near term due to the company's
unsustainable capital structure, declining operating performance
and weak liquidity position. Over the longer term, a higher rating
would require ASG to make fundamental positive changes to its
capital structure and improve its liquidity profile by generating
positive free cash flow through improved operating performance.

Headquartered in Naples, Florida, ASG is a privately-held provider
of enterprise IT software solutions. The company reported revenues
of approximately $281 million in the trailing twelve months ended
on September 30, 2013.


AMERICAN AMEX: Amy Briels Approved as Principal Realtor
-------------------------------------------------------
The Bankruptcy Court authorized American Amex, Inc., to employ Amy
Briels of Compass Real Estate, 1937 Washington Avenue, Baker City,
Oregon, as realtor/principal broker.

The Debtor, in a first amended application, said that its Chapter
11 Plan has been confirmed.  The Plan contemplated a sale of the
Debtor's mining property in Grant County, Oregon.  The prior sale
did not consummate, and the Debtor needed assist.

Ms. Briels has agreed to serve as broker in the transaction.  Ms.
Briels will be working with Barry Wolf of Atlanta, Georgia, who
has prospects for the purchase of the property.

The total commission for Ms. Briels and any other broker or
salesman with whom she works as agent for the seller is five
percent which is a reduced rate; most charge between six to ten
percent for this type of property.  In addition, a designated
buyer's broker would be entitled to a commission of 2.5% in
addition, for a top commission of seven point five percent total.

Ms. Briels assured the Court that she is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                      About American Amex

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
In its amended schedules, the Debtor disclosed $34,000,000 in
total assets and $10,490,026 in total liabilities.

The Debtor is the legal owner of a mine in Grant County, Oregon,
known historically as the "Buffalo Mine."

American Amex in December 2013 won confirmation of its sale-based
Chapter 11 plan.  Under the Plan, all creditors are receiving full
payment from the proceeds from the sale of the Debtor's Buffalo
Mine.


AMERICAN AMEX: June 19 Hearing on Bid to Dismiss or Convert Case
----------------------------------------------------------------
The Bankruptcy Court will convene a final evidentiary hearing on
June 19, 2014, at 10:00 a.m., to consider the U.S. Trustee's
motion to dismiss the Chapter 11 case of American Amex, Inc., or,
in the alternative, to convert the case to one under Chapter 7.

The Debtor, in response to U.S. Trustee Gail Brehm Geiger's motion
to dismiss or convert, stated it has corrected the mistakes done
by Ray Weilage, the Company's president and primary shareholder.
A current report has been filed and U.S. Trustee fees have been
made current.

Robert P. Hills, Jr., a secured creditor of the Debtor, also filed
a response, saying the consequence of dismissing the case would be
to effectively extinguish his mortgage lien.  Mr. Hills said he
holds a second mortgage position on the sole asset comprising the
bankruptcy estate, subordinate only to the mortgage of Sable Palm
(and the statutory liens for taxes).

The Debtor is represented by:

         D. Blair Clark, Esq.
         LAW OFFICE OF D. BLAIR CLARK, PLLC
         1513 Tyrell Lane, Suite 130
         Boise, ID 83706
         Tel: (208) 475-2050
         Fax: (208) 475-2055
         E-mail: dbc@dbclarklaw.com

Mr. Hills is represented by:

         Gary Blacklidge, Esq.
         GREENE & MARKLEY, P.C.
         1515 SW Fifth Ave., Suite 600
         Portland, OR 97201
         Tel: (503)295-2668
         Fax: (503)224-8434
         E-mail: gary.blacklidge@greenemarkley.com

              - and -

         Todd A. Long, Esq.
         5354 North High Street
         Columbus, OH 43214
         Tel: (614) 454-5010
         Fax: (614) 454-5030
         E-mail: tlong@klattorneys.com

Freddy Busby Quimby, a creditor, also filed a separate motion for
case dismissal, and told the Court that Mr. Weilage, the Debtor's
president, is not authorized to do business in the State of
Oregon.  The Oregon Secretary of State and the Nevada Secretary of
State revoked his business.  He is not allowed to enter before a
Court by law.

                      About American Amex

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
In its amended schedules, the Debtor disclosed $34,000,000 in
total assets and $10,490,026 in total liabilities.

The Debtor is the legal owner of a mine in Grant County, Oregon,
known historically as the "Buffalo Mine."

American Amex in December 2013 won confirmation of its sale-based
Chapter 11 plan.  Under the Plan, all creditors are receiving full
payment from the proceeds from the sale of the Debtor's Buffalo
Mine.


AMERICAN AMEX: Sable Palm Has Relief from Stay After May 16
-----------------------------------------------------------
Bankruptcy Judge Randall L. Dunn granted, in part, creditor Sable
Palm Development's motion for relief from the automatic stay
pertaining to all of American Amex, Inc.'s real and personal
property.

The Court said that for cause shown pursuant to Section 362(d)(1)
of the Bankruptcy Code, and with the automatic stay no longer
applicable to the former property of the estate, but applicable to
the Debtor, Sable Palm is granted relief from stay effective after
May 16, 2014.

Sable Palm, in a brief filed in support of its motion, said it has
sought stay relief so that in can enforce its priority lien rights
in assets of the Debtor (and other assets).  Sable Palm would
enforce its rights through a judicial foreclosure action.  The
Debtor's plan, according to Sable Palm, contemplated that assets
would be sold -- and creditors would be paid -- months ago.
Failing the sale to the proposed purchaser Erwin Singh Braich as
trustee of the Peregrine Trust, certain back-up sale procedures
were required.  The Debtor's approach to using the procedures is
inconsistent with the plan, and represents a material breach of
the plan terms, justifying relief from the automatic stay.

The Debtor, in response to a brief filed by Sable Palm, stated
that it is clear that Sable Palm seeks to derail the confirmed
plan by a procedure that is not warranted.  It seeks to enforce a
judicial foreclosure proceeding -- which is not an appropriate
remedy, and cannot be granted at any rate.

The Debtor and Robert P. Hills, Jr., in their first objection to
Sable Palm's motion, argued that the stay relief motion was
irrelevant.  The Debtor said Sable Palm still has adequate
protection as the plan is confirmed, Sable Palm is the second
ranked lienholder (only Grant County has priority) and interest
accrues at a set amount ($424.66 per diem).  There is no dispute,
and the Court has found, that the market value of the property is
approximately $27.5 million.  Sable Palm's claim is only
$3,813,647 as of Oct. 31, 2013, plus the said per diem.

Sable Palm is represented by:

         Brad A. Goergen, Esq.
         GRAHAM & DUNN PC
         2801 Alaskan Way, Suite 300
         Seattle, WA 98121-1128
         Tel: (206) 624-8300
         Fax: (206) 340-9599
         E-mail: bgoergen@grahamdunn.com

                      About American Amex

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
In its amended schedules, the Debtor disclosed $34,000,000 in
total assets and $10,490,026 in total liabilities.

The Debtor is the legal owner of a mine in Grant County, Oregon,
known historically as the "Buffalo Mine."

American Amex in December 2013 won confirmation of its sale-based
Chapter 11 plan.  Under the Plan, all creditors are receiving full
payment from the proceeds from the sale of the Debtor's Buffalo
Mine.


AMERICAN PATRIOT: Court Dismisses Case, Directs Payment of Fees
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
dismissed the Chapter 11 case of American Patriot Gold, LLC, and
directed the Debtor to pay appropriate fees due to the U.S.
Trustee.

On April 18, 2014, U.S. Trustee Judy A. Robbins requested for the
dismissal of the Debtor's case for failure to file a disclosure
statement and plan of reorganization.

The Debtor is obligated to pay to the U.S. Trustee a minimum of
$325 for each quarterly period, including any fraction thereof,
that the case is pending in Chapter 11 until the case is converted
or dismissed, whichever first occurs.

The Debtor, in its objection to the motion, requested that the
Court deny the motion to dismiss.  The Debtor also sought
additional time to review and investigate its options.  The Debtor
noted that the shareholders of Rock Energy, the owner of the
Debtor, have invested over $9,000,000 in the mine.  The investors
are reviewing alternatives due to the wrongful actions of both Red
Arrow Gold Corporation and Maximilian Investors, LLC.

The State of Colorado had closed the mine in the summer of 2013
due to environmental issues caused by Red Arrow.

In a separate filing, the Debtor has withdrawn its emergency
motion to be the sole and exclusive operator of the Red Arrow Mine
and Red Arrow Mine Assets.   According to the Debtor, Red Arrow
Gold Corporation failed and refused to cooperate with the hearing
on revocation of the mining permits for the Red Arrow mine, and
did not even appear at the revocation hearing.  As a result of the
complete failure of Red Arrow to provide any information to the
State of Colorado or appear at the revocation hearing, the State
of Colorado revoked the mining permits.  The request for the
Debtor is now moot.

The Debtor is represented by:

         Reese W. Baker, Esq.
         5151 Katy Freeway Suite 200
         Houston, TX 77002
         Tel: (713) 869-9200
         Fax: (713) 869-9100

                    About American Patriot Gold

American Patriot Gold, LLC, filed a bankruptcy petition (Bankr.
S.D. Tex. Case No. 13-35334) on Aug. 30, 2013.  The petition was
signed by Rocky V. Emery as manager.  In its schedules, American
Patriot Gold disclosed $49,950,000 in total assets and $11,642,786
in total liabilities.

Reese W. Baker, Esq., at Baker & Associates, LLP, served as the
Debtor's counsel.  Andrew J. Gaudielle serves as mining
consultant.

The U.S. Trustee appointed three members to the official committee
of unsecured creditors in the case.

AMERICAN POWER: Incurs $891,000 Net Loss in March 31 Quarter
------------------------------------------------------------
American Power Group Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
recording a net loss available to common stockholders of $890,973
on $1.25 million of net sales for the three months ended March 31,
2014, as compared with a net loss available to common stockholders
of $797,900 on $1.85 million of net sales for the same period in
2013.

For the six months ended March 31, 2014, the Company reported a
net loss available to common stockholders of $1.29 million on
$3.10 million of net sales as compared with a net loss available
to common stockholders of $1.65 million on $2.72 million of net
sales for the same period last year.

As of March 31, 2014, the Company had $9.42 million in total
assets, $4.70 million in total liabilities and $4.71 million in
total stockholders' equity.

As of March 31, 2014, the Company had $1,180,429 in cash, cash
equivalents.


Lyle Jensen, American Power Group Corporation's Chief Executive
Officer stated, "Despite the cold weather start and lack of a
comparable fracturing conversion order during the second quarter,
there was much to be proud of.  Notably, the adoption of vehicular
dual fuel systems by Class 8 heavy-duty "early-adopter" customers
is accelerating.  During the quarter we shipped 34 conversion
systems and added another 46 conversion systems to backlog for
delivery during the balance of the year as compared to 6
conversion systems the same period last year.  As of today, we
have shipped more vehicular conversion systems in fiscal 2014 than
all of fiscal 2013 and 6 times more than fiscal 2012.  Through our
WheelTime Network and related associations, we are adding three to
four new "early-adopter" customers per month which provides the
foundation for the next phase we call the "early-growers" which
are planning to add ten, fifteen, and twenty additional dual fuel
trucks to their fleet."

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

                        http://goo.gl/xQB2es

                      About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.  Additional information at
http://www.americanpowergroupinc.com/


AMR CORP: Bankruptcy Did Not Toll Ireland's Deadline to Sue
-----------------------------------------------------------
George Ireland seeks damages for injuries he suffered while aboard
a flight operated by American Airlines, Inc. between Miami,
Florida, and Kingston, Jamaica.  American and its parent company,
AMR Corporation moved to dismiss Mr. Ireland's complaint on the
grounds that he did not commence suit within two years of the date
of the flight's arrival in Jamaica as required by the Montreal
Convention, which the parties agree governs this action.  The
Plaintiff argues that his time for commencing suit was extended by
the defendants' filing for bankruptcy, which resulted in an
automatic stay on litigation against defendants.  The question
that must now be addressed is whether the automatic bankruptcy
stay extended plaintiff's two-year period for filing his claim
under the Montreal Convention.  In a May 15, 2014 Opinion and
Order available at http://tinyurl.com/mebuofefrom Leagle.com,
District Judge Allyne R. Ross agreed with the defendants that the
bankruptcy stay did not extend plaintiff's filing period, and
their motion to dismiss is granted.

The case is, GEORGE IRELAND, Plaintiff, v. AMR CORPORATION and
AMERICAN AIRLINES, INC., Defendants, No. 12-CV-6315
(ARR)(RLM)(E.D.N.Y.).

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


ANESTHESIA HEALTHCARE: Files for Chapter 11 in Atlanta
------------------------------------------------------
Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May
15, 2014.

The case is assigned to Judge Wendy L. Hagenau.  The Debtor is
represented by Theodore N. Stapleton, Esq., at Theodore N.
Stapleton, P.C., in Atlanta.

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100%
of the common stock.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor's deadline to file its schedules of assets and
liabilities and statement of financial affairs is May 29, 2014.


ATLAS ENERGY: Moody's Rates New $100MM Unsecured Notes 'Caa1'
-------------------------------------------------------------
Moody's Investors Service indicated that Atlas Energy Holdings
Operating Company, LLC's proposed $100 million unsecured notes
would be rated Caa1 (LGD5-80%). The company's B2 Corporate Family
Rating (CFR), its other ratings and the stable outlook were
unchanged.

These notes are add-ons to the company's existing $275 million
7.75% notes due 2021, which were issued in January 2013. Net
proceeds will be used to fund a portion of the $420 million
purchase price of the pending Merit Energy (unrated) acquisition.

Ratings Rationale

The proposed notes will have substantially the same terms and
conditions as the existing 7.75% notes and will be issued under
the same indenture; therefore, the new and existing notes are both
rated Caa1. The senior unsecured notes are guaranteed by
essentially all material domestic subsidiaries as well as the
issuer's direct parent, Atlas Resource Partners, L.P. (ARP).
Atlas' $735 million secured credit facility has a first-lien
priority claim to its assets. The significant size of the senior
secured revolver relative to the unsecured notes results in the
senior notes being rated two notches below the B2 CFR under
Moody's Loss Given Default methodology.

Atlas Energy Holdings Operating Company's B2 Corporate Family
Rating (CFR) reflects its long-lived reserve base, its large and
diverse drilling inventory, the benefits of its partnership
management business and a conservative financial leverage profile
relative to peers. However, the B2 CFR is restrained by the
company's natural gas weighted production base, which has
constrained cash margins. The CFR also reflects the company's
limited track record with its current asset base due to an
aggressive acquisition-led growth strategy since formation. In
addition, the rating its restrained by the risks inherent in its
MLP corporate finance model, which increases event risk and has
resulted in a heavy distribution burden relative to cash flow
generation. However, the B2 rating recognizes management's high
proportion of equity financing for reasonably priced acquisitions
and active hedging program.

The rating outlook is stable based on Moody's expectation that
Atlas Energy maintains an adequate liquidity profile and continues
to finance acquisitions with a meaningful equity component.
Moody's could upgrade the ratings if the company is able to
demonstrate a track record of improved cash margins while
maintaining a conservatively leveraged financial profile
(debt/production less than $30,000 boe/d) and improving cash flow
coverage of distributions, with funds from operations maintained
in excess of distributions and maintenance capital spending needs.
A downgrade could result from higher leverage (debt/production
above $40,000 boe/d) or if distribution coverage weakened below
1.1x for a sustained period.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Atlas Energy Holdings Operating Company, LLC is a wholly-owned
subsidiary of ARP, which is a publicly traded exploration and
production master limited partnership (MLP) headquartered in
Pittsburgh, Pennsylvania.


AUGUST WILSON CENTER: Pa. AG Asks Judge to Nix Sale
---------------------------------------------------
Law360 reported that Pennsylvania's attorney general and a
Pittsburgh redevelopment authority asked a state court judge to
reject a proposed $9.5 million sale of the bankrupt August Wilson
Center for African American Culture that would repurpose the
building for a hotel.

According to the report, both parties said that the sale of the
building to New York-based investors 980 Liberty Partners LLC
would violate restrictive covenants that demand the site be used
for charitable purposes and remain dedicated to promoting African
American culture.  Attorney General Kathleen Kane emphasized that
taxpayers had contributed $6 million for the site and even more
money had come from private donors, the report related.

"In addition to the millions of dollars invested by . . . various
governmental entities, donors contributed more than $20 million in
reliance on the commitment that these funds would be used for the
public purposes associated with the use of the AWC property as an
African American Cultural Center, which is consistent with the
restrictive covenants," the report cited Ms. Kane as saying in a
filing.


AZTECAMERICA BANK: Is Seventh Bank to Fail in 2014
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Berwyn, Illinois-based AztecAmerica Bank was the
seventh to fail this year and the second in the state after
regulators closed the financial institution on May 16.

According to the report, the two branches were taken over by
Republic Bank of Chicago.  AztecAmerica had $65 million in
deposits, the report related.  The failure is estimated to cost
the Federal Deposit Insurance Corp. $18 million, the report
further related.


BI-LO LLC: S&P Raises Secured Notes Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the recovery rating on
Jacksonville, Fla.-based BI-LO LLC's senior secured notes to '4'
from '5' and raised the issue-level rating on those notes to 'B'
from 'B-'.  The '4' recovery rating indicates S&P's expectation of
average (30-50%) recovery of principal in the event of default.
All other ratings are affirmed.  The outlook remains stable.

"The rating action comes as a result of revised assumptions made
within our recovery analysis pertaining to the impact of capital
lease obligations upon the enterprise value available for other
debt holders," said credit analyst Charles Pinson-Rose.

The rating outlook is stable.  S&P notes that there was some
operating margin pressure in the fourth quarter of 2014, but the
company has generally had strong trends before that point.
Nonetheless, even if operating performance worsens in 2014, S&P
expects that the company should maintain credit ratios and cash
flows that it deems appropriate for financial risk and ratings
level, with leverage near 5x and the ability to generate positive
free cash flow.

Downside scenario

S&P would consider a lower rating if debt leverage rises to the
low-6x area, which could occur with a 30% decline of EBITDA from
its forecasted levels.  This could in turn occur with S&P's sales
growth and about 150 bps of EBITDA margin contraction in 2014
relative to S&P's expected levels.

Upside scenario

Conversely, S&P would consider a higher rating if management
successfully implements its strategic operational initiatives at
Winn-Dixie while BI-LO continues with its positive operating
trends, and the combined company improves debt leverage to the
low-4x area and FFO to debt was above 20% on a sustained basis
(S&P notes the company has reached that threshold in the past but
has not sustained the credit ratio improvement as a result of
dividend activity).  However, consideration for a higher rating
may require a reassessment of the company's financial policy as
well as expectations for sustained improvement in credit
protection measures for S&P to revise its financial risk profile.


BOMBARDIER RECREATIONAL: S&P Raises CCR to 'BB-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Valcourt, Que.-based recreational
products manufacturer Bombardier Recreational Products Inc. (BRP)
to 'BB-' from 'B+'.  The outlook is stable.

At the same time, Standard & Poor's raised its issue-level rating
on the company's C$350 million senior secured asset-backed lending
(ABL) facility one notch to 'BB+' from 'BB'.  The recovery rating
on the ABL is unchanged at '1', indicating an expectation of very
high (90%-100%) recovery in a default scenario.  In addition,
Standard & Poor's raised its issue-level rating on BRP's US$1.05
billion senior secured term loan B one notch to 'BB-' from 'B+'.
The recovery rating on the term loan is unchanged at '4',
indicating an expectation of average (30%-50%) recovery in the
event of default.

"The upgrade reflects our view of the continued improvement in
BRP's financial risk profile stemming from the company's better
operating performance and credit protection measures, due to
increased revenue from organic growth and management's focus on
cost efficiencies," said Standard & Poor's credit analyst Lori
Harris.  "Furthermore, the company's ownership structure has
changed in the past year, whereby the financial sponsor ownership
has declined meaningfully, which should result in a less
aggressive financial policy," Ms. Harris added.

The ratings on BRP reflect Standard & Poor's view of the company's
"weak" business risk profile and "significant" financial risk
profile, which result in an anchor score of 'bb-'.  Modifiers did
not have an impact on the anchor score.

BRP's weak business risk assessment reflects the discretionary
nature of the company's recreational products and the significant
volatility in its revenue and profit over the economic cycle,
which led to sharp declines for both in the last recession.
Furthermore, about one-third of the company's revenue comes from
seasonal products, which depend on cold winters and warm summers
for peak performance.  These factors are partially offset by what
S&P views as BRP's solid market position in the recreational
products industry, improved operating performance, and well-
established dealer network.

"We base our significant financial risk assessment on BRP's
improved credit protection measures and reduced financial sponsor
ownership.  Despite the recent strengthening, we expect a certain
amount of variability in credit metrics over time given the
cyclical nature of BRP's product portfolio.  We assess the
company's financial policy as FS-4 to reflect BRP's reducing
ownership by private equity firm Bain Capital and our belief that
credit metrics will remain in line with, or stronger than, our
"significant" indicative financial ratios," S&P said.

BRP manufactures motorized recreational products including
snowmobiles under the Ski-Doo and Lynx brand names; watercraft
under the Sea-Doo name; power sport engines under the Rotax name;
all-terrain vehicles (ATV), side-by-side vehicles, and roadsters
under the Can-Am name; and outboard engines under the Evinrude
name.  The company's revenues are geographically diversified, with
key markets in the U.S., Canada, and Europe.

The stable outlook on BRP reflects Standard & Poor's opinion that
the company will sustain improved operating performance and
maintain credit measures in line with or stronger than the
significant indicative financial ratios.

A downgrade is unlikely in the next year given S&P's expectation
for operating improvements at BRP; however, S&P could lower the
ratings if the company's credit metrics weaken because of poor
operating performance, sizable dividends, or material
acquisitions, resulting in an adjusted debt to EBITDA above 4x or
funds from operations (FFO) to debt below 20% on a sustained
basis.

Although S&P recognizes the company's good credit metrics for the
ratings could point to potentially improving creditworthiness, the
ratings on BRP remain constrained at current levels owing to its
financial sponsor ownership structure and financial policy
considerations, which might include a higher tolerance for debt.
S&P could consider an upgrade if BRP's sponsor ownership declines
meaningfully and the company maintains adjusted leverage below 3x
and FFO to debt above 30%.


BON-TON STORES: Gabelli Funds Holds 7.5% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, and its affiliates
disclosed that as of May 14, 2014, they beneficially owned
1,313,154 shares of common stock of The Bon-Ton Stores, Inc.,
representing 7.47 percent of the shares outstanding.  The
reporting persons previously owned 1,166,000 shares of common
stock at March 19, 2014.  A copy of the regulatory filing is
available for free at http://goo.gl/8GPnuO

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Bon-Ton reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.55 million for the year
ended Feb. 2, 2013, and a net loss of $12.12 million for the year
ended Jan. 28, 2012.  As of Feb. 1, 2014, the Company had $1.57
billion in total assets, $1.44 billion in total liabilities and
$127.95 million in total shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BUFFET PARTNERS: Sale Approved as U.S. Trustee Seeks Conversion
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Furr's Fresh Buffet, the operator of 29 buffet-style
restaurants, got court authority at a hearing on May 5 to sell the
business to its secured lender in exchange for debt.

According to the report, secured lender Chatham Capital Partners,
owed $39 million, is the buyer.  It takes the operation in
exchange for $21.9 million in secured debt, the report related.
In addition, Chatham will pay Chapter 11 expenses, with fees for
company counsel capped at $600,000 and those for the creditors'
committee capped at $250,000, the report further related.  Chatham
is also contributing $500,000 to a trust exclusively for general
unsecured creditors, the report said.

Despite sale approval, the U.S. Trustee filed papers telling U.S.
Bankruptcy Judge Harlin D. Hale that he should convert the Chapter
11 case to a liquidation in Chapter 7, in which a trustee would be
appointed, the report said.  The U.S. Trustee previously objected
to the sale, calling the $500,000 "gift" to unsecured creditors a
disguised Chapter 11 plan that violates priorities under
bankruptcy law, the report recalled.

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


C&K MARKET: June 25 Hearing to Confirm Plan
-------------------------------------------
Greg Stiles, writing for Mail Tribune, reported that C&K Market,
the parent company of Ray's supermarkets in Oregon and California,
is edging closer to the end of its bankruptcy proceedings.  The
report says a hearing to confirm the company's bankruptcy-exit
plan has been set before Judge Frank Alley on June 25.  If
approved, C&K Market would emerge from Chapter 11 sometime in
July.

"I was hoping for an early June confirmation date, but we're
pretty much on schedule," said Al Kennedy of Portland law firm
Tonkon Torp, C&K Market's attorney, the report said.

Under the Plan, C&K Market's largest creditors would become equity
partners in the grocery chain, while unsecured debt holders will
be paid 80 cents on the dollar, according to a second-amended plan
of reorganization filed with the U.S. Bankruptcy Court for the
District of Oregon.  The plan also will create a board, including
present chairman Doug Nidiffer, the son of co-founder Ray
Nidiffer; William Kaye, chosen by the creditors committee; and
three chosen by investment fund lenders Endeavour and THL Credit:
Steven R. Wilkins, W. Hunter Stropp and Iain G. Douglas.

According to the report, Mr. Kennedy said some priority claims,
such as wages, have already been paid.  The report also relates
there are multiple classes of secured and unsecured creditors who
have to sign off on the agreement, but Mr. Kennedy doesn't foresee
any major obstacles.  All debt will be canceled, Mr. Kennedy said.
Unsecured creditors with claims of less than $10,000 will receive
80 cents on the dollar, with large creditors receiving stock.

"When you're dealing with a publicly held company with debt,
that's not unusual," Mr. Kennedy said, according to the report.
"This is a little different because it includes all creditors,
including trade creditors (vendors). It cleans up the balance
sheet so that when the company comes out of Chapter 11 it will be
a viable, strong company."

The report further relates there will be restrictions on sale of
the stock, Kennedy said. The company's shares will not be traded
on any Securities and Exchange Commission-regulated exchange and
will not be registered.  "The company will have approximately 200
shareholders, and they will be free to sell stock under certain
circumstances," he said. "They can sell to anyone as long as they
give the company the right of first refusal. They can sell to
other shareholders, and there are some that will be actively
seeking to buy stock."

The company wants to stay beneath 500 shareholders, a level that
would trigger the need to register with the SEC, the report said.

According to the report, Mr. Kennedy also said that once C&K exits
Chapter 11, the Company may consider an initial public offering
"over the next three, four or five years" or they "could merge
with another grocery store chain, or could sell the company. That
all remains to be seen."

                       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.


CARETRUST REIT: S&P Assigns 'B' CCR & Rates $260MM Sr. Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to CareTrust REIT Inc.  In addition, S&P assigned a 'B+'
issue-level rating and '2' recovery rating to CareTrust's $260
million senior unsecured notes.  The '2' recovery rating indicates
S&P's expectations for a substantial (70% to 90%) recovery for
noteholders in the event of a payment default.  The outlook is
stable.

Ensign Group Inc. intends to complete the spin-off of its real
estate holdings through a tax-free distribution to Ensign
shareholders on May 22, 2014, with the spin-off to become
effective on June 1.  Post spin-off, CareTrust will be an
independent publicly traded company that owns and acquires
healthcare-related real estate properties. CareTrust will elect to
be treated as a real estate investment trust (REIT) for U.S.
federal income tax purposes.

"The rating on CareTrust reflects our assessment of the company's
'weak' business risk profile," said Standard & Poor's credit
analyst George Skoufis.  The company's portfolio is very small,
has significant tenant concentration, and its properties will be
reliant on potentially volatile government reimbursement programs.
The company is also untested operating as a public REIT and
competing for capital and acquisitions, although the management
team has public company and real estate experience.  S&P do
acknowledges the portfolio exhibits some geographic diversity and
the initial leases are structured with good rent coverage, in
addition to the long tenor of the leases.  S&P views CareTrust's
financial risk profile to be "significant" based on adequate debt
service coverage, moderate debt to EBITDA, and high debt to
undepreciated capital.  S&P also expects the company to rely
heavily on its revolving credit facility.  Additionally, given the
modest scale, the company's EBITDA-based metrics could be volatile
as it pursues acquisitions or if the company were to experience
any rent disruptions.

The stable outlook on CareTrust reflects S&P's expectation for
steady cash flow supported by its triple-net-leased healthcare
properties with strong rent coverage and long lease tenors.  S&P
also expects the company to pursue acquisitions in at least a
leverage-neutral manner to maintain or improve its key credit
metrics while also maintaining adequate liquidity and covenant
cushion.

S&P would consider lowering the ratings if the company encounters
tenant stress within its small, concentrated portfolio leading to
a reassessment of the business risk profile to "vulnerable".  S&P
could also consider a downgrade if CareTrust pursues debt-financed
acquisitions or cannot access the equity market to help fund
external growth, resulting in higher leverage (near 9x), lower
fixed-charge coverage (below 1.7x), or covenant pressure.

Upward ratings momentum is unlikely in the near term due to the
small scale of the portfolio, tenant concentration, expectation
that the company will rely heavily on its revolver, and the
potential to operate at times with modest covenant cushion.
Longer term, S&P would consider raising the rating by one notch if
the company establishes and maintains a steady investment and
funding strategy that increases the scale and diversity of the
platform, strengthens its credit metrics, and maintains adequate
covenant cushion and liquidity, since this could prompt S&P to
remove the current unfavorable comparable rating analysis and/or
financial policy modifiers.


CASH STORE: Fails to File Interim Financial Report
--------------------------------------------------
The Cash Store Financial Services Inc. on May 16 disclosed that it
was not able to file an interim financial report and interim
management's discussion and analysis for the period ended
March 31, 2014, together with the related certification of filings
by May 15, 2014, the deadline prescribed by securities
legislation.

Cash Store Financial's inability to file these materials is
attributable to the circumstances of the Company's ongoing court-
supervised restructuring process under the Companies' Creditors
Arrangement Act (the "CCAA").  In particular, the expense and
effort involved in complying with the quarterly reporting
requirements cannot, in the opinion of the Company, be justified
in light of the Company's current operational and financial
situation.  Cash Store Financial intends to file the Continuous
Disclosure Documents as soon as is commercially reasonable, or as
required by the Court.

Under the CCAA proceedings, FTI Consulting Canada Inc. was
appointed by the Court as Monitor.  Since the CCAA proceedings
commenced, in compliance with the CCAA and the order of the Court
in the CCAA proceedings, Cash Store Financial has provided the
Monitor will full access to its accounting records.  The Monitor
has filed with the Court periodic reports which have included Cash
Store Financial's cash flow projections and other financial
information concerning the Company.  The Company anticipates that
the Monitor will continue to file reports with the Court (and post
them on its website) updating relevant financial information
concerning the Company.  The Monitor's reports and Court records
are available online on its website at:
http://cfcanada.fticonsulting.com/cashstorefinancial/

Cash Store Financial intends to comply with the alternative
information guidelines as set out in National Policy 12-203 Cease
Trade Orders for Continuous Disclosure Defaults throughout the
default period.  In that regard, Cash Store Financial will issue
default status reports in the form of news releases that include
information relating to material changes in the information
contained in this news release and material information concerning
Cash Store Financial's affairs that has not been generally
disclosed.  Cash Store Financial also intends to file with the
applicable securities regulatory authorities throughout the
default period the same information it provides to its creditors
when the information is provided to its creditors (other than
confidential material if disclosure of that information would be
unduly detrimental to the interests of Cash Store Financial) and
in the same manner as it would file a material change report under
Part 7 of National Instrument 51-102 Continuous Disclosure
Requirements.

                    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.


CAPITOL CITY: Incurs $467,000 Net Loss in First Quarter
-------------------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common shareholders of $467,301 on $2.71
million of total interest income for the three months ended
March 31, 2014, as compared with a net loss available to common
shareholders of $869,297 on $3.02 million of total interest income
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $283.80
million in total assets, $283.04 million in total liabilities and
$756,333 in total stockholders' equity.

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

                       http://goo.gl/piLp17

                        About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

Capitol City reported a net loss available to common shareholders
of $5.53 million in 2013, as compared with a net loss available to
common shareholders of $1.79 million in 2012.

Nichols, Cauley & Associates, LLC, in Atlanta, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company is operating under regulatory orders to, among
other items, increase capital and maintain certain levels of
minimum capital.  As of December 31, 2013, the Company was not in
compliance with these capital requirements.  In addition to its
deteriorating capital position, the Company has suffered
significant losses related to nonperforming assets, and has
significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City Bancshares, Inc., and subsidiaries to continue as
a going concern.


CE GENERATION: Moody's Revises Debt Rating Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service revised the rating outlook on the debt
at CE Generation LLC's (CE Gen) to negative from stable.
Concurrent with this rating decision, Moody's affirmed the Ba2
rating assigned to CE Gen's bonds due November 2018.

Ratings Rationale

The outlook change reflects CE Gen's inability to cover debt
service in 2013 or 2014 from subsidiary project distributions
alone, owing primarily to a cash trap that exists at the Salton
Sea Funding Corporation (Salton Sea; Baa3, negative) subsidiary.
As a result, CE Gen utilized cash from owner capital contributions
to cover its debt obligations. At the end of the first quarter of
2014, CE Gen had $27.2 million in consolidated restricted cash.
Moody's expect that CE Gen will not draw on its $19.6 million
sponsor provided debt service reserve letters of credit and that
it will continue to rely on sponsor support to cover debt service
at least through 2014. The rating outlook decision further
recognizes the restricted payments test of 1.5x that exists at
Salton Sea, which is a somewhat higher standard than other
projects. To that end, the rating outlook change incorporates an
expectation for CE Gen's debt service coverage ratio to remain
under pressure over the next year, especially if distributions
from Salton become increasingly less viable as capital
expenditures increase.

While the CE Gen portfolio has a modest amount of asset and cash
flow diversification from the Saranac, Yuma and Power Resources
gas plants, all of which are debt free, the Salton Sea subsidiary
has historically contributed $30-$50 million to its parent and
thus been the greatest contributor to CE Gen's financial
performance. With Salton Sea contributing no distributions to CE
Gen during 2013, and only about $7 million in 2012, CE Gen's
ability to cover debt service from distributions has been severely
impaired.

Salton Sea's weak financial performance during 2012 and 2013 can
be attributed to materially weaker than expected generation
production and a transition to a floating rate tariff from a fixed
rate tariff for the Short Run Avoided Costs (SRAC) calculation.
The overall capacity factor for the Salton Sea projects improved
slightly to 82.8% in 2013 from 81.3% in 2012, but remained well
below historical levels of 90%. Moreover, the change to a floating
rate SRAC coupled with low natural gas prices has resulted SRAC
energy prices declining to an average of 3.87 cents per kWh in
2013 and 4.15 cents per kWh in 2012, as compared to the 6.16 cents
per kWh price (escalated at 1% annually) that existed from May
2008 through May 2012. While 2014 DSCR is forecasted to be below
1.0x resulting in another year of no distributions for CE Gen from
Salton Sea, we anticipate Salton Sea's debt service coverage ratio
(DSCR) to recover in 2015 owing to a $50 million per annum capital
investment program intended to lift production levels and maintain
generation through spending for additional well drilling,
production equipment improvements, and pipeline enhancements.

The rating affirmation at Ba2 captures management's track record
at Salton Sea and the substantial degree of consistent sponsor
financial support for the CE Gen projects. For 2014, Moody's
assumption of specific sponsor support includes planned capital
infusions to fund required shortfalls related to the payment of
debt service and to fund any remaining funding needs under the
capital expenditure program. CE Gen is indirectly owned by a joint
venture between Berkshire Hathaway Energy Company (formerly,
MidAmerican Energy Holdings) (BHE: A3 stable) and TransAlta
Corporation (TAC:Baa3 negative). The co-owners together injected
$34 million of equity into CE Gen in 2013 to support debt service
at both Salton Sea and CE Gen. On February 20, 2014, TAC announced
that it had agreed to sell its 50% stake in CE Gen to BHE for
$180.0 million. The sale is anticipated to close by the end of the
second quarter, and once completed, BHE will own 100% of CE Gen
and Salton Sea. In Moody's view, this transaction simplifies and
strengthens the degree of sponsor commitment to CE Gen and Salton
Sea given the benefits to the project of sole ownership (versus
multiple ownership) coupled with BHE's track record of providing
consistent sponsor level support. The rating affirmation further
recognizes the existence of a one year sponsor provided debt
service reserve, which Moody's expect will not be utilized to
satisfy CE Gen's debt service requirements.

CE Gen's negative outlook recognizes the fact that as a holding
company above Salton Sea, it is highly reliant on the performance
of Salton Sea, where cash is currrently being trapped.
Importantly, because of the historical and prospective 1.5x DSCR
dividend trap, Salton Sea's financial performance will have to
materially improve, in order for distributions to be consistently
paid to CE Gen. As such, the possibility of having wider notching
between the rating of Salton Sea and CE Gen exists, even if the
operating performance at Salton Sea improves.

Outlook

The negative outlook recognizes that the CE Gen project is
expected to produce DSCR metrics that are below 1.0x this year and
rely upon sponsor support to satisfy debt service. The negative
outlook further incorporates the uncertainty related to the
timeline for improved financial metrics at Salton Sea as the
project implements efforts to enhance production and restore
operating performance in line with historical expectations

What Could Move the Rating - UP

In light of the negative outlook, limited prospects exist for a
rating upgrade in the next year. The outlook could stabilize if
the Salton Sea's financial performance improves to levels at or
above its historical performance and the project achieves the
higher production levels from the planned increased capex
spending.

What Could Move the Rating - DOWN

The rating could be downgraded if recent, poor financial
performance persists, even after the significant amount of capital
is employed, such that key credit metrics do not return to levels
on par with historical levels.

CE Generation LLC is jointly-owned by Berkshire Hathaway Energy
Company (50%) and by TransAlta USA Inc. (50%). CE Gen consists of
ten California-based geothermal projects (Salton Sea) with a
generating capacity of 327 megawatts of which eight have long-term
contracts for electric output with SCE, and the remaining two
plants are also fully contracted with other utilities. CE
Generation also owns three gas-fired projects located in New York,
Arizona, and Texas, which when combined with its geothermal
capacity totals an aggregate net ownership interest of 829MW of
electrical generating capacity.


CENTRAL FEDERAL: Reports $214,000 Net Loss for First Quarter
------------------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $214,000 on $2.20 million of interest and dividend
income for the three months ended March 31, 2014, as compared with
a net loss of $810,000 on $1.71 million of interest and dividend
income for the same period during the prior year.

The Company's balance sheet at March 31, 2014, showed $258.98
million in total assets, $236.28 million in total liabilities and
$22.70 million in total stockholders' equity.

Cash and cash equivalents totaled $21.6 million at March 31, 2014,
and increased $2.4 million, or 12.6%, from $19.2 million at
Dec. 31, 2013.  The increase in liquidity was a result of
management's efforts to increase deposit activity in order to fund
anticipated loan growth in the pipeline.

Timothy T O'Dell, CEO, commented: "We continue our focus on
improving key metrics including improving credit quality and
profitability.  Our business loan and residential mortgage
pipelines are firming up, bringing 2014 into better focus."

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

                       http://goo.gl/tHHpTH

                      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.


CHESAPEAKE ENERGY: Fitch Revises Outlook & Affirms 'BB-' IDR
------------------------------------------------------------
Fitch Ratings has revised Chesapeake Energy's Rating Outlook to
Positive from Stable and affirmed, along with various other
ratings, Chesapeake's Long-term Issuer Default Rating (IDR) at
'BB-'.  The rating affirmation affects approximately $15 billion
in rated securities.

The Outlook revision is driven by Chesapeake management's stated
intention to delever and simplify its capital structure, its much
improved liquidity position, expectations of significantly reduced
free cash flow deficits and higher cash flow generation going
forward.  Additionally, better natural gas realizations are
factored into the Outlook.

KEY RATING DRIVERS

Chesapeake's ratings reflect the company's large asset base,
operating profile and relatively high adjusted leverage.  As of
year-end 2013, Chesapeake had almost 2.7 billion barrels of oil
equivalent (boe) in proved reserves with 68% of those being proved
developed reserves (PD).  The company has large, attractive asset
positions in the Marcellus and Utica Shales, the Eagle Ford Shale,
various plays in the Mid-Continent region, the Haynesville Shale
as well as the Barnett and Niobrara Shales.  Production in the
first quarter of 675,200 boe per day was comprised of 16% oil, 13%
NGLs and 71% natural gas on an oil equivalent basis and makes
Chesapeake the second largest natural gas producer in the US and
the tenth largest in terms of liquids.

The company's adjusted leverage offsets the strengths of the
company's large size and operating profile.  Balance sheet debt of
approximately $13 billion is augmented by debt-like items such as
other long-term liabilities, minority interests of non-guarantor
subsidiaries, volumetric production payment liabilities, preferred
stock, etc. that add approximately another $7 billion in
additional leverage per Fitch calculations.  After these Fitch
adjustments, adjusted debt is over $20 billion resulting in
adjusted debt/proved reserves of approximately $7.70 as of
Dec. 31, 2013.  Adjusted debt/PD and adjusted debt/production were
approximately $11.40/PD and $31,000/boe per day, respectively.

Operations

Operationally, Chesapeake is forecasting that its production for
2014 will average between 690,000 to 710,000 boe per day, which is
an absolute increase over 2013's level of 668,483 boe per day.
This continues a trend of annual production increases from
Chesapeake going back years.  Capital spending of $5.2 - $5.6
billion continues to be directed at liquids growth.  Currently, a
little over half of Chesapeake's production comes from the
Marcellus North, the Mid-Continent region and the Eagle Ford
Shale.  Efficiency gains for drilling, procurement, etc. should
help to expand margins and improve capital costs on a boe basis.
The company's three year average finding, development and
acquisition cost per Fitch's calculations is $20.94 per boe while
its three year average organic F&D cost is $14.51 per boe.
Organic reserve replacement last year was over 200% and
Chesapeake's proved reserve life is a healthy 11 years.

Liquidity

Liquidity is provided by operating cash flows, the company's
untapped $4 billion corporate senior secured credit facility (due
December 15) and its $500 million oilfield services subsidiary
secured revolver (due November 16).  The corporate credit facility
contains various covenants and restrictive provisions and is fully
and severally guaranteed by Chesapeake and certain of its wholly
owned subsidiaries.  The most restrictive covenants state that
maximum debt/EBITDA must be less than 4.0x and maximum
consolidated indebtedness to consolidated total capitalization
must be less than 70%.  Chesapeake was well within these covenants
at the end of the first quarter.  Near-term maturities are $319
million of the remaining 9.5% senior notes due 2015 and the $396
million in 2.75% contingent convertible senior notes due 2035 that
can be put to or called by Chesapeake in late 2015.  Maturities
for 2016 include $500 million in 3.25% senior notes and the amount
outstanding ($464 million) on the company's oilfield subsidiary's
secured revolver.

Expectations

Fitch expects that Chesapeake will spin off its oilfield service
subsidiary this year resulting in aggregate debt reduction of
approximately $1 billion but also a loss of EBITDA of
approximately $350 million.  Nevertheless, this move will help the
company focus on its core E&P business and simplify the capital
structure.  The company's free cash flow deficit should continue
to shrink and Fitch expects it will be approximately $1 billion
inclusive of capitalized interest, dividends and distributions.
Proceeds from asset sales are expected to make up the difference.
Adjusted debt to EBITDA is expected to be over 3 times for 2014.
Going forward, Fitch expects Chesapeake to fund capital spending,
capitalized interest and dividends and distributions with
operating cash flow and to continue to divest non-core assets in
an effort to further delever.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Material progress in deleveraging its capital structure
   relative to reserves and production;

-- Cash flow generation leading to consistent and, at least
   neutral free cash flow generation after capex, capitalized
   interest, dividends and distributions.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Negative free cash flow after capex, capitalized interest,
   dividends and distributions leading to rising adjusted debt
   levels relative to reserves and production;

-- Marked decrease in production levels or proved developed
   reserves relative to adjusted debt.

Fitch affirms Chesapeake's ratings as follows:

-- IDR at 'BB-';
-- Senior unsecured notes at 'BB-';
-- Senior secured revolving credit facility at 'BBB-';
-- Convertible preferred stock at 'B'.

The Rating Outlook is Positive.


CHINA PRECISION: Incurs $20.4-Mil. Net Loss in March 31 Quarter
---------------------------------------------------------------
China Precision Steel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $20.43 million on $14.23 million of sales revenues for
the three months ended March 31, 2014, as compared with a net loss
of $13.48 million on $8.56 million of sales revenues for the same
period in 2013.

For the nine months ended March 31, 2014, the Company incurred a
net loss of $42.96 million on $37.87 million of sales revenues as
compared with a net loss of $28.59 million on $22.68 million of
sales revenues for the same period during the prior year.

As of March 31, 2014, the Company had $88.13 million in total
assets, $78.16 million in total liabilities, all current, and
$9.97 million in total stockholders' equity.

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

                        http://goo.gl/HHnVnP

                        About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high
carbon hot-rolled steel strips.  China Precision Steel's high
precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-
rolled steel products are mainly used in the production of
automotive components, food packaging materials, saw blades and
textile needles.  The Company primarily sells to manufacturers in
the People's Republic of China as well as overseas markets such
as Nigeria, Thailand, Indonesia and the Philippines.  China
Precision Steel was incorporated in 2002 and is headquartered in
Sheung Wan, Hong Kong.

China Precision reported a net loss of $68.93 million on $36.52
million of sales revenues for the year ended June 30, 2013, as
compared with a net loss of $16.94 million on $142.97 million of
sales revenues during the prior fiscal year.

Moore Stephens, Certified Public Accountants, in Hong Kong, issued
a "going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has suffered a very significant
loss in the year ended June 30, 2013, and defaulted on interest
and principal repayments of bank borrowings that raise substantial
doubt about its ability to continue as a going concern.


CICERO INC: Delays Form 10-Q for First Quarter
----------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2014.

"The compilation, verification and review by our independent
auditors of the information required to be presented in the Form
10-Q has required additional time rendering timely filing of the
Form 10-Q impracticable without undue hardship and expense to the
Registrant," the filing stated.

                          About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

Cicero reported a net loss applicable to common stockholders of
$3.33 million on $2.19 million of total operating revenue for the
year ended Dec. 31, 2013, as compared with a net loss applicable
to common stockholders of $315,000 on $5.99 million of total
operating revenue in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $4.19 million in total assets, $12.80
million in total liabilities and a $8.60 million total
stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, 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 and
has a working capital deficiency as of Dec. 31, 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


CIMAREX ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Denver, Colo.-based Cimarex Energy Co. to positive from
stable.  At the same time, S&P affirmed its 'BB+' corporate credit
rating on the company.  S&P also affirmed Cimarex's 'BB+' senior
unsecured debt issue ratings.  The recovery rating on this debt
remains '3', indicating S&P's expectation of meaningful (50% to
70%) recovery in the event of a payment default.

"The positive outlook on Cimarex reflects our view that we could
raise the corporate credit rating if the company continues to
increase production and reserves as expected while maintaining a
conservative capital structure such that the company preserves
strong credit measures in line with our expectations, even while
moderately outspending cash flow over the next year," said
Standard & Poor's credit analyst Mark Salierno.  "We believe
continued reserve growth and increased scale could warrant an
improvement in the company's business risk profile to
"satisfactory" from "fair," which would be the most likely driver
for a higher rating."

S&P could revise the outlook to stable if the company's credit
measures weaken due to lower-than-anticipated oil price
realizations or production or if the company pursues a more
aggressive financial policy, which includes outspending cash flows
by more than S&P's expectations.  Under these scenarios, S&P
believes FFO to total debt could fall below 60%, which it believes
could limit upside rating potential.


COCRYSTAL PHARMA: Incurs $372,000 Net Loss in First Quarter
-----------------------------------------------------------
Cocrystal Pharma, Inc., reported a net loss of $372,000 on $0 of
revenues for the three months ended March 31, 2014, as compared
with a net loss of $1.05 million on $0 of revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $10.48
million in total assets, $12.55 million in total liabilities and a
$2.07 million total stockholders' deficit.

As of March 31, 2014, the Company had a deficit accumulated during
the development stage of $12.7 million.  During the three month
period ended March 31, 2014, the Company incurred a net loss of
$0.4 million and a loss from operations of $1.5 million.  Cash
used in operating activities was approximately $1.8 million for
the three months ended March 31, 2014.  The Company expects to
continue to incur substantial losses and negative cash flows from
operations over the next several years during its clinical
development phase.  As of May 15, 2014, the Company anticipates
its existing cash, cash equivalents, and marketable securities are
sufficient to fund its near term liquidity needs for at least the
next 12 months.

A copy of the Quarterly Report is available for free at:

                        http://goo.gl/0PFis8

                       About Cocrystal Pharma

Cocrystal Pharma, Inc.'s primary business going forward is to
develop novel medicines for use in the treatment of human viral
diseases.  Cocrystal has been developing novel technologies and
approaches to create first-in-class and best-in-class antiviral
drug candidates since its initial funding in 2008.  Subsequent
funding was provided to Cocrystal Discovery, Inc., by Teva
Pharmaceuticals Industries, Ltd., or Teva, in 2011.  The Company's
focus is to pursue the development and commercialization of broad-
spectrum antiviral drug candidates that will transform the
treatment and prophylaxis of viral diseases in humans.  By
concentrating its research and development efforts on viral
replication inhibitors, the Company plans to leverage its
infrastructure and expertise in these areas.

On Jan. 2, 2014, Biozone Pharmaceuticals, Inc., merged with
Cocrystal Discovery, Inc.  The Company was previously incorporated
in Nevada under the name Biozone Pharmaceuticals, Inc.  On
March 18, 2014, the Company reincorporated in Delaware under the
name Cocrystal Pharma, Inc..

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements of Biozone for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has incurred operating
losses for its last two fiscal years, has a working capital
deficiency of $5,255,220, and an accumulated deficit of
$14,128,079.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.


COLDWATER CREEK: Creditors Oppose Outline, Quick Plan Approval
--------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Coldwater Creek Inc. and multiple other
interested parties in the case, including the Stoltz management
landlords, oppose the retailer's plan to liquidate its 362 stores.

The Creditors' Committee, according to Bill Rochelle, the
bankruptcy columnist for Bloomberg News, complained that the Plan,
which was filed in April when the retailer sought bankruptcy
protection, improperly gives lawsuit immunity to secured lenders,
management and shareholders.  The Creditors' Committee also asked
the Court to "slow down" the "rushed" timeline of the five-week
old case "before significant estate resources are needlessly
wasted," Sara Randazzo, writing for The Wall Street Journal,
reported.

The Committee has also asked the Court to reconsider the interim
approval it gave to the Debtor's up to $75 million debtor-in-
possession loan that the creditors say "gave away the store,"
Law360 reported.  The Committee, in a sharply worded motion before
the Court, alleges that the retailer had no need for the credit
facility extended by Wells Fargo Bank NA, the Law360 report
further related.

A hearing was set for May 21 for the Court to approve the
disclosure statement, but the Journal said an attorney for
Coldwater said the Debtor has agreed to push back the hearing on
the exit plan until June 12, a move that counsel for the Committee
said is a "positive development" but still doesn't satisfy their
objection.  The Journal said the Committee wants more time to work
with Coldwater on a new creditor-repayment plan that would allow
creditors to pursue litigation against the retailer's former
officers and lenders and gives the Committee more control over the
liquidation process.

In addition to opposing the Disclosure Statement, and by
extension, the Plan, and the interim DIP approval, the Committee
also opposes Coldwater's proposed executive bonus program commonly
called "key employee retention plan" and "key employee incentive
plan" in bankruptcy and proposed fees earmarked for investment
banker Perella Weinberg Partners LP.  The Committee called the
proposed KEIP "outrageous" and the proposed KERP "highly
questionable," according to BData.  If the bonuses are approved,
four senior managers would qualify for $600,000 in payments if
cash flow exceeds $56.2 million in the company's projections,
while bonuses rise to $2.55 million if cash flow reaches $82.2
million, Bloomberg said.  The KERP would cover 28 employees,
representing 10 percent to 45 percent of base salary and costing
$1.1 million, Bloomberg added.

Coldwater was given authority by the Court to conduct going-out-of
business sales, which started on Mother's Day weekend.  The
retailer filed with the Court a notice of auction results saying
it received a successful bid for the asset classes of inventory;
furniture, fixtures and equipment; customer lists and intellectual
property from a joint venture comprised of Hilco Merchant
Resources and Gordon Brothers Retail Partners.  The bid amount is
$161 million, and the back-up bid of $156 million was presented by
a joint venture comprised of Tiger Capital Group, SB Capital Group
and Great American Group WF, BankruptcyData reported.

As agents, the liquidators guarantee a recovery of at least 128%
of the cost of the merchandise with an estimated aggregate cost of
$90 million to $105 million, Bloomberg said.  Once sale proceeds
cover the expenses of the sale, the guaranteed amount and an 8.5%
fee based on the cost of merchandise, the liquidators and
Coldwater will split the excess 50/50, Bloomberg added.  The
liquidators also guaranteed $29 million from the sale of
Coldwater's furniture, fixtures, equipment and intellectual
property, Bloomberg related.

                      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.


COMMUNITY SHORES: Reports $110,700 Net Income in First Quarter
--------------------------------------------------------------
Community Shores Bank Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report for the period ended
March 31, 2014.

The Company reported net income of $110,723 on $1.84 million of
total interest and dividend income for the three months ended
March 31, 2014, as compared with net income of $5.30 million on
$2.04 million of total interest and dividend income for the same
period during the prior year.

As of March 31, 2014, the Company had $197.44 million in total
assets, $193.64 million in total liabilities and $3.80 million in
total shareholders' equity.

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

                        http://goo.gl/IIiMrX

                          Meeting Results

An annual meeting of the Company's shareholders was held on
May 15, 2014.  At the meeting, the Company's shareholders:

   (1) elected Gary F. Bogner and Robert L. Chandonnet as
       class I directors for a three year-term;

   (2) ratified the appointment of BDO USA, LLP, as the Company's
       independent registered public accounting firm for 2014;
       and

   (3) approved, on an advisory basis, the compensation of the
       Company's executives.

                       About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

Community Shores reported net income of $5.53 million in 2013, as
compared with net income of $267,838 in 2012.

                            *    *     *

This concludes the Troubled Company Reporter's coverage of
Community Shores Bank until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


CORD BLOOD: Had $436,600 Net Loss in First Quarter
--------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its first quarter Form 10-Q reporting a net
loss attributable to the Company of $436,679 on $1.41 million of
revenue for the three months ended March 31, 2014, as compared
with a net loss attributable to the Company of $551,046 on $1.45
million of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $5.75
million in total assets, $6.44 million in total liabilities and a
$682,238 total deficit.

Joseph Vicente, president of Cord Blood America, Inc., commented
"We continue to focus on driving profitability in our core
business while assessing an increasingly competitive landscape for
additional revenue opportunities that will leverage our existing
infrastructure.  We believe our ability to generate cash will
provide us the flexibility to react quickly to a very dynamic
marketplace and achieve long term growth. Over the past eight
quarters, the Company has reduced operating expenses, ended
investment in its unconsolidated affiliates and received no
additional funding from outside sources for working capital.  The
Company plans to continue to operate on its cash flows from
operations in which we generated over $220,000 in the first
quarter and have increased our cash balance over the past eight
quarters by over 300% to over $800,000."

A copy of the Quarterly Report is available for free at:

                        http://goo.gl/xiS5Qg

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood reported a net loss of $2.97 million on $5.97 million
of revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $3.49 million on $5.99 million of revenue in 2012.

Rose, Snyder & Jacobs, LLP, in Encino, California, 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 sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


COTTONWOOD ESTATES: Plan Provides for Sale of Tavaci Project
------------------------------------------------------------
Cottonwood Estates Development, LLC submitted to the Bankruptcy
Court a Modified Plan of Reorganization and an explanatory
Disclosure Statement dated May 13, 2014.

As reported by the Troubled Company Reporter, the Debtor filed the
original Plan on March 28, 2014.

The Debtor's Plan provides for the continued marketing and sale of
the Debtor's real estate project located in Big Cottonwood Canyon,
Salt Lake County, Utah, known as the Tavaci Project.  The Tavaci
Projects consists of 39 single family residence lots which are
finished and ready for construction of homes thereon.  Creditors
will be paid through sales proceeds.

The Debtor will seek judicial determination of the claim of
America First Federal Credit Union, and pay the Allowed Amount of
the claim according to the lot release schedule attached to the
Plan.  Additional sales proceeds will be deposited into the Plan
Fund, and distributions to unsecured creditors will be made from
the Plan Fund on a quarterly basis.  The Debtor has a real estate
broker in place to market and sell lots in the Tavaci Project, and
has already filed a motion to sell Lot 3 to MW Resources, L.L.C.

On the Effective Date the Debtor will establish a new federally
insured demand deposit account for the deposit of monies to pay
the Class 1, 2, and 6 Claims (the Plan Fund).  From the Effective
Date until all Class 1, 2, and 6 Claims are paid in full, the
Debtor will deposit 90% of its calendar quarter net income from
all operations, which will be calculated after deducting actual
payments of Class 3 and 4 Claims.  The Debtor will make this
deposit no less frequently than one time per calendar quarter, on
the last business day of such calendar quarter.

A copy of the Plan, modified as of May 13, is available for free
at http://bankrupt.com/misc/COTTONWOOD_ds_modifiedplan.pdf

The Debtor is represented by:

         Blake D. Miller, Esq.
         James W. Anderson, Esq.
         MILLER GUYMON & TOONE, P.C.
         165 Regent Street
         Salt Lake City, UT 84111
         Tel: (801) 363-5600
         Fax: (801) 363-5601
         E-mails: miller@millerguymon.com
                  anderson@millerguymon.com

                     About Cottonwood Estates

Cottonwood Estates Development, LLC's primary asset is a real
estate project located in Big Cottonwood Canyon, Salt Lake County,
Utah, referred to as the Tavaci Project.  The Tavaci Projects
consists of 39 single family residence lots which are finished and
ready for construction of homes thereon.  Four lots were sold
before the bankruptcy filing.

Cottonwood Estates filed a Chapter 11 bankruptcy petition (Bankr.
D. Utah Case No. 13-34298) on Dec. 30, 2013, in Salt Lake City,
Utah.  The Debtor estimated up to $50 million in both assets and
debts.

The Debtor has tapped Miller Guymon, PC, in Salt Lake City, as
bankruptcy counsel, Parr Brown Gee & Loveless as special counsel
for real estate transaction matters, J. Philip Cook as appraiser,
and Daines Goodwin as accountant.


COUDERT BROTHERS: ABA Joins Battle over Dead Law Firm Profits
-------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
the American Bar Association is the latest group to offer its
opinion in litigation aimed at resolving whether law firms that go
bust in New York can continue to reap profits on hourly
assignments that originated at the firm.

According to the report, bankruptcy administrators insist that
those assignments are the property of a law firm's estate and can
be monetized, while most of the law firms that inherited the work
argue that they shouldn't owe the bankruptcy estates a penny.

In a brief filed with the New York Court of Appeals, the ABA sided
with its law firm constituency, arguing that the dissolution of a
firm should not impact the long-standing principle "that the
client has the right to control its relationship with its
attorney, and to select and retain or change counsel at any time,"
the report related.

The filing comes in an appeal stemming from the bankruptcy of
Coudert Brothers LLP, a law firm that sought Chapter 11 protection
in 2006 and is still in the process of paying back creditors, the
report further related.  Last November, the Second Circuit asked
New York's highest court for guidance on whether law firms in
bankruptcy in the state can collect on pending hourly fee
assignments -- and if so, how the court should define such matters
and split up the money earned from them, the report said.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

Coudert has been succeeded by Development Specialists, Inc. in its
capacity as Plan Administrator under the confirmed chapter 11
plan.


CUBIC ENERGY: Incurs $11.8 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Cubic Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $11.86 million on $4.92
million of total revenues for the three months ended March 31,
2014, as compared with a net loss available to common stockholders
of $2.41 million on $968,980 of total revenues for the same period
in 2013.

The Company reported a net loss available to common stockholders
of $5.15 million on $10.84 million of total revenues for the nine
months ended March 31, 2014, as compared with a net loss available
to common stockholders of $5.07 million on $3.01 million of total
revenues for the same period last year.

As of March 31, 2014, the Company had $134.14 million in total
assets, $141.96 million in total liabilities, $988,000 in
redeemable common stock and a $7.81 million total stockholders'
deficit.

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

                       http://goo.gl/6QcCYv

                        About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
for the year ended June 30, 2012, and a net loss of $10.28 million
for the year ended June 30, 2011.


DETROIT, MI: Workers Voting Blind on State Pension Contributions
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit city workers will be voting this month and in
June without knowing whether the Michigan Legislature will pass
legislation giving the city $350 million over 20 years to
supplement pensions.

According to the report, the legislature may not vote until June
on the governor's proposal.  Without state money, private
foundations won't contribute $466 million to prevent the sale of
the collection in the city's art museum, the report related.
Without state and foundation funds, city workers' pension will be
lower, the report further related.

                  About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.


DETROIT, MI: FGIC Limited in Inspecting City's Museum's Art
-----------------------------------------------------------
Judge Steven Rhodes, the bankruptcy judge overseeing the City of
Detroit's Chapter 9 bankruptcy case, ruled on May 15 that
Financial Guaranty Insurance Co. can't inspect art in the city's
museum by taking it off the walls although the judge is allowing
the bond insurer to inspect works not on display, Bill Rochelle,
the bankruptcy columnist for Bloomberg News, reports.

At the May 15 hearing, the judge said he would rule on allowing
FGIC to intervene and add to the defense against Detroit's efforts
at voiding $1.4 billion in bonds sold to bolster underfunded
pensions, Bloomberg related.  If the debt is declared void, FGIC
becomes liable for part, the Bloomberg report further related.

Reuters, citing representatives of Detroit's top three automakers,
said the companies are mulling a request by the City's art museum
to help it raise money for a key component of the City's debt
adjustment plan.  Reuters recalled that under an $816 million
agreement, the Detroit Institute of Arts would contribute $100
million to ease pension cuts on the city's retirees and avoid a
sale of art works to pay creditors.  The rest of the money would
come from philanthropic foundations and the state of Michigan.

Legislation introduced in the Michigan House of Representatives
would tie state money key to Detroit's bankruptcy exit plan to
oversight and other conditions, Reuters reported.  Under the
legislation, Michigan would make a single upfront payment of
nearly $195 million, instead of $350 million spread over 20 years,
Reuters related.  The money would be taken out of the state's
rainy day fund and paid back over 20 years with proceeds from
Michigan's share of a national settlement with U.S. tobacco
companies, the report further related.  The 11-bill package also
creates a seven-member commission to oversee the city's finances
and requires all collective bargaining agreements with city unions
to be approved by the Detroit commission, and 401k retirement
plans instead of pensions for all workers hired after current
collective bargaining agreements expire, the report said.

Meanwhile, the City's debt adjustment plan met numerous
objections, including objections from the U.S. Government, which
addressed regulatory and monetary disputes between the City and
two federal agencies -- the Environmental Protection Agency and
the Department of Housing and Urban Development.  According to
Reuters, the EPA wants assurances that Detroit will follow its
regulations under the adjustment plan.  HUD, which holds an
unimpaired, secured claim totaling $90 million, disputes the
amount, Reuters said.

The U.S. Government's objection joins several others, including
the counties of Oakland, Wayne and Macomb, which objection
centered on issues relating to Detroit's water and sewer
department.  Bond insurers, including Syncora Guarantee Inc.,
Ambac Assurance Corp., National Public Finance Guarantee Corp.,
and Financial Guaranty Insurance Co., were harsher in their
criticisms of the plan, calling it, among others, "hopelessly
defective," Law360 related.  Bond insurers are slated to receive
very small recoveries, the Law360 report noted.  UBS AG and
Merrill Lynch Capital Services also filed a limited objection,
Reuters said.

According to Law360, the objections came after the Securities
Industry and Financial Markets Association told the bankruptcy
court overseeing Detroit's Chapter 9 case that the proposed debt
adjustment plan isn't confirmable, pointing out that its treatment
of certain bondholders is so poor that it threatens the status quo
of the municipal bond market.  In court papers, SIFMA argues that
the 10 to 13 percent recoveries for limited-tax general obligation
bondholders being offered by the city flies in the face of what
investors reasonably expect when they sign on to fund a
municipality's GO bond, Law360 reported.

Judge Rhodes, according to Law360, scolded attorneys from Jones
Day for inadvertently leaking confidential documents to many of
the City's creditors.  The Law360 report, citing the Detroit News,
said a Jones Day partner told Judge RHodes that the documents,
which contained information on closed-door negotiations with
unions and other creditors, had been mistakenly mailed due to
"reviewer error."

                  About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.


DIALOGIC INC: Incurs $5.2 Million Net Loss in First Quarter
-----------------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.24 million on $28.43 million of total revenue for the three
months ended March 31, 2014, as compared with a net loss of $10.36
million on $33.79 million of total revenue for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $61.67
million in total assets, $133.61 million in total liabilities and
a $71.93 million total stockholders' deficit.

                         Bankruptcy Warning

"In the event of an acceleration of our obligations under the Term
Loan Agreement or Revolving Credit Agreement and our failure to
pay the amounts that would then become due or our failure to pay
amounts due at maturity on March 31, 2015, the Revolving Credit
Lender or Term Lenders could seek to foreclose on our assets.  As
a result of this, we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code and/or our affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes.  In that event, we could seek to
reorganize our business, or we or a trustee appointed by the court
could be required to liquidate our assets.  In either of these
events, whether the stockholders receive any value for their
shares is highly uncertain.  If we needed to liquidate our assets,
we might realize significantly less from them than the value that
could be obtained in a transaction outside of a bankruptcy
proceeding.  The funds resulting from the liquidation of our
assets would be used first to pay off the debt owed to secured
creditors, including the Term Lenders, Revolving Credit Lender,
followed by any unsecured creditors, before any funds would be
available to pay our stockholders.  If we are required to
liquidate under the federal bankruptcy laws, it is unlikely that
stockholders would receive any value for their shares," the
Company said in the Quarterly Report.

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

                       http://goo.gl/g1xsou

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic Inc. reported a net loss of $53.93 million in 2013
following a net loss of $37.61 million in 2012.


DOLAN CO: Law Firm Wants Stay Lifted To Pursue $27M Claim
---------------------------------------------------------
Law360 reported that Albertelli Law, a solo practice firm based in
Georgia, asked a Delaware bankruptcy court to lift an automatic
stay in the Dolan Co.'s Chapter 11 case so that it can pursue a
$27 million claim against a software company it says erased its
files.
According to the report, Albertelli alleges that Dolan subsidiary
NDeX violated its contract when it wiped the server where the firm
stored 275,308 files of client information.  It claims it is owed
a total of $27,530,800 for lost productivity technical services it
purchased in order to recover and the data, and that it continues
to pay down a $10 million debt it owes to NDeX as part of their
software license agreement, the report related.

In a motion before U.S. Bankruptcy Judge Brendan Linehan Shannon,
the firm said that lifting the automatic stay would not affect
Dolan's prepackaged restructuring plan, and allow it to file suit
against NDeX in Florida federal or state court, the report further
related.

"Albertelli Law is not adequately protected, or protected at all,
because its setoff claim irretrievably diminishes every month, as
it continues to make payments upon the note, and it requires the
ability to have its setoff claim determined in court in order to
exercise the setoff," the motion said, the report cited.

                   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.


ENCOMPASS DIGITAL: S&P Assigns 'B+' Rating to $295MM Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to Encompass Digital Media Inc.'s
proposed $295 million first-lien credit facilities.  The '2'
recovery rating indicates S&P's expectation for substantial (70%-
90%) recovery for lenders in the event of a payment default.  The
first-lien credit facilities consist of a five-year $30 million
revolving credit facility and a seven-year $265 million term loan.

At the same time, S&P assigned its 'CCC+' issue-level rating and
'6' recovery rating to the company's proposed eight-year $75
million second-lien term loan.  The '6' recovery rating indicates
S&P's expectation for negligible (0%-10%) recovery for lenders in
the event of a payment default.

S&P expects Encompass to use proceeds to refinance its existing
first-lien credit facilities ($262.3 million outstanding), prefund
a total of $17.4 million in deferred acquisition and earn-out
payments related to its acquisition of TIBA Satellite Services
S.A. in late 2012, and refinance existing mezzanine debt.  As a
result of the transaction, S&P forecasts adjusted debt to EBITDA
to be in the mid-5x area in fiscal 2014, while annual interest
expense should come down modestly despite the higher pro forma
debt levels.  S&P views the transaction as a credit positive in
terms of simplifying the company's capital structure, pushing out
debt maturities, and prefunding TIBA-related payments.  S&P had
previously expected liquidity to narrow in the third fiscal
quarter of 2015 (ending Dec. 31, 2014), when a $10 million
deferred acquisition payment came due.

"The 'B' corporate credit rating on Encompass remains unchanged.
Under our base-case scenario, we expect low- to mid-single-digit
percent revenue growth over the next few years, with adjusted
EBITDA margins remaining in the low-30% area (mid-20% area on an
unadjusted basis).  Based on this operating performance, we expect
that leverage will continue to decline, falling to around 5x by
fiscal 2015 barring any debt-financed acquisitions or shareholder
returns," S&P said.

RATINGS LIST

Encompass Digital Media Inc.
Corporate Credit Rating                B/Stable/--

New Ratings

Encompass Digital Media Inc.
Senior Secured
$30 mil. revolver
$265 mil. term loan                    B+
  Recovery Rating                       2
$75 mil. second-lien term loan         CCC+
  Recovery Rating                       6


EDGENET INC: Court Approves Bid Process; Auction Set for June 4
---------------------------------------------------------------
A bankruptcy judge has signed off on an order approving the
proposed bid process governing the sale of Edgenet, Inc.'s assets.

Judge Brendan Shannon of U.S. Bankruptcy Court for the District of
Delaware approved the bid process after the data technology
company removed a provision requiring a buyer to pay $1 million in
bonuses to its executives.

Edgenet removed the requirement after it drew objection from the
U.S. trustee, the Justice Department's bankruptcy watchdog, and
the noteholders' committee.  Both had argued that requiring a
buyer to pay the bonuses would chill bidding, with the company's
estate receiving no benefit from the payment.

The removal of the provision had the effect of reducing PCF Number
2 Inc.'s bid for the assets to $5.5 million from $6.5 million.

The offer from PCF, a unit of Parallax Capital Partners LLC, will
serve as the "stalking horse" bid or the lead bid at an auction
scheduled for June 4.  The deadline for submitting bids is June 2.

Judge Shannon will hold a hearing on June 6 to consider approval
of the sale of the assets to the winning bidder.  Objections to
the sale are due by May 30.

A copy of the bankruptcy judge's order is available without charge
at http://bankrupt.com/misc/Edgenet_orderbidding.pdf

Prior to its bankruptcy filing, Edgenet had planned to sell its
assets and hired JMP Securities, LLC to conduct a sale.  The
company, however, failed to make necessary payments to two secured
lenders last year.

When the lenders fought over how the proceeds from a sale would be
divided and threatened to derail the sale, Edgenet was forced to
file for bankruptcy protection, according to court filings.

The U.S. Trustee is represented by:

     Juliet Sarkessian, Esq.
     Trial Attorney
     United States Department of Justice
     Office of the United States Trustee
     J. Caleb Boggs Federal Building
     844 King Street, Suite 2207, Lockbox 35
     Wilmington, DE 19801
     Phone: (302) 573-6491
     Fax: (302) 573-6497
     Email: Juliet.M.Sarkessian@usdoj.gov

The noteholders' committee is represented by:

     Brett D. Fallon, Esq.
     Jeffrey R. Waxman, Esq.
     500 Delaware Avenue, Suite 1500
     Wilmington, Delaware 19801
     Phone: (302) 888-6800
     Fax: (302) 571-1750
     Email: jwaxman@morrisjames.com
            bfallon@morrisjames.com

               -- and --

     Cathy Hershcopf, Esq.
     Jeffrey L. Cohen, Esq.
     Richelle Kalnit, Esq.
     Cooley LLP
     1114 Avenue of the Americas
     New York, New York 10036
     Phone: (212) 479-6000
     Fax: (212) 479-6275
     Email: chershcopf@cooley.com
            jcohen@cooley.com
            rkalnit@cooley.com

                         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.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDGENET INC: Exclusive Right to File Plan Extended to July 13
-------------------------------------------------------------
Edgenet, Inc. obtained a court order extending the period of time
during which it alone holds the right to file a plan to exit
Chapter 11 protection.

The order signed by U.S. Bankruptcy Judge Brendan Shannon extended
the data technology company's exclusive right to propose a plan to
July 13, and solicit votes from creditors to Sept. 11.

The extension would prevent others from filing rival plans in
court and maintain Edgenet's control over its bankruptcy case.

                         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.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDGENET INC: Has Until June 30 to Decide on Unexpired Leases
------------------------------------------------------------
U.S. Bankruptcy Judge Brendan Shannon has given Edgenet, Inc.
until June 30 to either assume or reject its unexpired
nonresidential real property leases.

The extension would give Edgenet enough time to decide whether to
assume or reject its unexpired leases based on the outcome of the
sale of its assets, according to the company's lawyer, Raymond
Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Wilmington, Delaware.

The data technology company is a party to three nonresidential
real estate leases for office space at these locations: (i) 3525
Piedmont Road, Building 8 Suite 420, Atlanta, Georgia; (ii)
N14W24200 Tower Place, Suite 100, Waukesha, Wisconsin; and (iii) 6
Cadillac Drive, Brentwood, Tennessee.

                         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.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDGENET INC: Obtains Order Fixing Bar Dates for Filing Claims
-------------------------------------------------------------
Edgenet, Inc. obtained a court order establishing deadlines for
filing proofs of claim against the company and Edgenet Holding
Corp.

The order signed by U.S. Bankruptcy Judge Brendan Shannon requires
creditors to file their pre-bankruptcy claims on or before May 27,
and governmental units to file their claims on or before July 18.

Meanwhile, any holder of a claim that stemmed from the rejection
of its lease or executory contract with Edgenet is required to
file its claim by the later of (i) the date to file rejection
claims set forth in Judge Shannon's previous order that authorized
the company to reject its contracts or leases; (ii) May 27; and
(iii) 35 days after a rejection order is entered or notice of
rejection is provided.

Any claimant affected by the amendment of Edgenet's schedules of
assets and liabilities must file a proof of claim by the later of
(i) May 27; and (ii) 21 days after the company provides notice of
the amendment.

All known creditors will receive a notice from Edgenet of the
deadlines for filing proofs of claim.  Any creditor which is
required, but fails, to file a proof of claim will be barred from
asserting its claim against the company.

                         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.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDGENET INC: Seeks Court Approval to Terminate 401(k) Plan
----------------------------------------------------------
Edgenet, Inc. has filed a motion seeking court approval to
terminate its 401(k) plan for employees.

The data technology company administers and sponsors a 401(k) plan
for its employees who can elect to make before-tax contributions
to the plan through payroll deductions that are then invested in
accordance with the investment options provided.

Under the 401(k) plan, Edgenet matches 100% of the contributions
of the employees up to 3% of their cash salary for the plan year.

The 401(k) plan must be terminated since it won't be assumed by
PCF Number 2, Inc., a unit of Parallax Capital Partners LLC which
offered to buy Edgenet's major assets, according to Raymond H.
Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Wilmington, Delaware.

Edgenet also does not believe that any other bidder will assume
the 401(k) plan, the company's lawyer said in the filing.

In its motion, Edgenet also seeks court approval to retain and
compensate professionals to perform the audits required to
properly terminate and wind down the 401(k) plan.

                         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.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


ELEPHANT TALK: Has Until Nov. 17 to Comply with NYSE Rule
---------------------------------------------------------
The NYSE MKT LLC has notified Elephant Talk Communications Corp.
that it has extended the review period for which the Company can
work to regain compliance with the Exchange's listing standards
until Nov. 17, 2014.

Based on the Exchange's review of updated information provided by
Elephant Talk during the prior plan period, the Exchange has
determined that, in accordance with Section 1009 of the Exchange's
Company Guide, Elephant Talk has made a reasonable demonstration
of its ability to regain compliance with Section 1003(a)(iv) by
the end of the revised plan period, or Nov. 17, 2014.  The Company
will continue to remain subject to periodic review by the Exchange
during the extended plan period.  Failure to make progress
consistent with the plan or to regain compliance with the
continued listing standards of the Exchange by the end of the
extended plan period may result in the Company being delisted from
the Exchange.  The Exchange has indicated that the Nov. 17, 2014,
extension is the maximum allowable extension under Section 1009 of
the Company Guide.

Mr. Steven van der Velden, Chairman and CEO of Elephant Talk,
stated, "Management has been working with the Exchange and we are
confident in our ability to regain compliance with the Exchange's
listing standards.  With the appointment of independent directors
Geoffrey Leland and Carl Stevens to our board in March, we were
able to cure the corporate governance deficiencies identified by
the Exchange and regain compliance with Sections 802(b) and
803(B)(6)(b) of the Exchange's Company Guide.  As we continue to
work to finalize the payment mechanism under our Vodafone
contract, we believe that revenue from our Vodafone contract will,
in time, help us regain compliance with the Exchange?s continued
listing standards."

The Company initially received notice from the Exchange on May 17,
2013, indicating that the Company does not satisfy the continued
listing standards of the Exchange set forth in Section 1003(a)(iv)
of the Company Guide in that the Company has sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
operations or meet its obligations as they mature.  The Company
was afforded an opportunity to submit its initial plan of
compliance to the Exchange, and, on May 31, 2013, the Company
presented its Plan to the Exchange.  On June 13, 2013, the
Exchange accepted the Plan and granted the Company an extension
until Aug. 31, 2013, along with subsequent extensions to Nov. 30,
2013, Jan. 31, 2014, and April 30, 2014.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.


EMPIRE RESORTS: Delays Form 10-Q for First Quarter for Review
-------------------------------------------------------------
Empire Resorts, Inc., was unable to file its quarterly report on
Form 10-Q for the fiscal quarter ended March 31, 2014, on a timely
basis because it is continuing to review a tax position.

The Company anticipates reporting a loss from operations of
approximately $2.5 million, which is an increase of approximately
$2.4 million from the same quarter of 2013 principally due to the
impact of severe weather causing a reduction in revenues,
development expenses associated with the Company pursuing a Gaming
Facility License from the New York State Gaming Commission and the
suspension of all simulcasting other than intra-state simulcasting
until an agreement with the Monticello Harness Horsemen's
Association is reached.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$27.05 million in 2013 following a net loss applicable to common
shares of $2.26 million in 2012.  As of Dec. 31, 2013, the Company
had $39.04 million in total assets, $48.82 million in total
liabilities and a $9.77 million total stockholders' deficit.


ENERGY FUTURE: Files Amendment to Restructuring Support Agreement
-----------------------------------------------------------------
In anticipation of the bankruptcy filing of Energy Future Holdings
Corp. and the substantial majority of its subsidiaries, they
entered into a Restructuring Support and Lock-Up Agreement on
April 29, 2014, with various stakeholders to effect an agreed upon
restructuring through a pre-arranged Chapter 11 plan of
reorganization.  On May 7, 2014, the Debtors and certain of the
Consenting Parties entered into the First Amendment to the
Restructuring Support and Lock-Up Agreement, which among other
things:

     * amended certain restrictions on transfer of claims by the
Consenting Parties;

      * extended the deadline for the Reorganizing Entities to
file the (i) RSA Assumption Motion (as defined therein), (ii) EFIH
First Lien DIP Motion (as defined therein), (iii) EFIH Second Lien
DIP Motion (as defined therein), and (iv) Approval Motion (as
defined therein) with the Bankruptcy Court to May 15, 2014; and

      * amended Exhibit A to the Restructuring Support and Lock-Up
Agreement and Exhibit H to Exhibit A to the Restructuring Support
and Lock-Up Agreement to clarify that the EFH Corp. 10.875% senior
notes due 2017 and the EFH Corp. 11.25%/12.00% toggle notes due
2017 will be eligible to participate in a pro rata share (with the
EFIH Unsecured Notes) of 91% of the Second Lien DIP Facility.

A copy of the RSA Amendment is available at:

                    http://tinyurl.com/kejg78e

            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 advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  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.  Epiq
Systems is the claims agent.

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.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERGY FUTURE: Tenders Offers Opposed by Bondholders
----------------------------------------------------
Energy Future Holdings Corp. and its debtor affiliates sought
approval from the U.S. Bankruptcy Court for the District of
Delaware of tender offers designed to refinance $3.99 billion of
first-lien and $2.16 billion of second-lien debt of Energy Future
Intermediate Holding Co., which owns the regulated power-
distribution facilities, Bill Rochelle, the bankruptcy columnist
for Bloomberg News, reported.

The refinancing, according to Mr. Rochelle, is opposed by holders
of the junior and senior debt of EFIH because the offer doesn't
include full payment of a so-called make-whole premium equaling
about $700 million for the first-lien holders and an equal amount
on the second lien.  Mr. Rochelle said EFIH has filed papers
asking the Court to approve a settlement of make-whole claims,
which settlement provides that EFIH holders will receive about
half of the claimed amount if they tender their bonds by an early
tender date.  EFIH says holders of 32 percent of the first-lien
and 35 percent of the second-lien debt support the settlement, the
Bloomberg report said.

CSC Trust Co. of Delaware, as indenture trustee, opposed at the
direction of a majority of holders of the $3.48 billion in 10
percent senior secured notes due in 2020, and asked for court
permission to deaccelerate the debt, Bloomberg related.  CSC also
filed another set of papers asking the court to compel EFIH to
obtain court approval before it proceeds with the tender offer,
Bloomberg further related.  According to Peg Brickley, writing for
The Wall Street Journal, the bond trustee said the complex
financing deals are an "unprecedented" effort by the Texas power
seller and its affiliate "to reset their entire multibillion-
dollar capital structure and lock in creditors" without offering
creditors the protections of the Bankruptcy Code.  Instead of a
Chapter 11 plan process with court-approved disclosures, Energy
Future is using bankruptcy financing as a vehicle for revamping
the balance sheet of the Energy Future Intermediate division, the
Journal cited court papers as saying.

CSC filed a third set of papers, in the form of an adversary
proceeding, seeking declaration that the make-whole is a valid
debt.  The complaint, according to Law360, argued that senior
secured noteholders are owed $665.2 million if the bankrupt power
company goes through with its plan to refinance their notes.

The dispute on the venue of Energy Future's Chapter 11 continues.
To recall, junior bondholders seek to have the power producer's
Chapter 11 moved from Delaware to Dallas, where the company is
headquartered.  The power producer filed papers opposing that
request and argued that venue in Delaware is technically correct
because 20 of its subsidiaries are incorporated under Delaware
law, Bloomberg related.  The cases could be moved, the company
said, only for the convenience of the parties or in the interests
of justice, the Bloomberg report further related.  The company
also said the operations in Texas don't need restructuring, so
there's no involvement of state law or regulators from Texas,
Bloomberg added.  A separate report from Bloomberg News written by
Linda Sandler said Energy Future said keeping its bankruptcy in
Delaware gives most advisers and creditors a much shorter trip to
court than holding it in Texas.  The energy company also said it
will be more likely to meet its goal of completing reorganization
in 11 months if the case stays in Wilmington, Delaware, the
Bloomberg report related.

Energy Future is paying $23.5 million this month to retain two law
firms to help guide it through the biggest energy-industry
bankruptcy, Linda Sandler and Steven Church, writing for Bloomberg
News, reported.  According to the report, Sidley Austin LLP is
getting $17.5 million while Kirkland & Ellis LLP is getting $6
million.

The Court will convene a hearing on June 6 to consider approval of
the financings and the objections thereto.  The opt-in period also
ends June 6.  To get full consideration, the notes, issued by EFIH
and EFIH Finance Inc., must be tendered by May 19, the company
said, according to Bloomberg.

            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 advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  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.  Epiq
Systems is the claims agent.

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.

The U.S. Trustee for Region 3 has appointed an official committee
of unsecured crediors composed of 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.  The Creditors' Committee has selected James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
MORRISON & FOERSTER LLP, in New York; Christopher A. Ward, Esq.,
Justin K. Edelson, Esq., and Shanti M. Katona, Esq., at POLSINELLI
PC, in Wilmington, Delaware; and Edward Fox, Esq., at POLSINELLI
PC, in New York.


ENERGY FUTURE: Exchange Should Be Rejected, Says Computershare
--------------------------------------------------------------
Energy Future Holdings Corp., shouldn't be allowed to proceed
with an exchange offer for $2.16 billion in second-lien debt
that hasn't been approved by the bankruptcy court, according to
indenture trustee Computershare Trust Co., Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports.

The report relates that as described by Computershare in papers
filed with the U.S. Bankruptcy Court in Delaware, the tender offer
is designed to compromise $700 million in claims for a so-called
make-whole premium owing when debt is repaid in advance of
maturity.  The indenture trustee contends the offer violates both
bankruptcy law and securities law.

Under the offer, second-lien creditors can get about half the
make-whole by tendering within 10 days of the commencement of the
offer. Holders get less if they tender later.  The offer is made
to holders of junior notes issued by Energy Future Intermediate
Holding Co., the segment of the business that owns the regulated
power-distribution facilities.

The indenture trustee, the report relates, says the offering
materials are false and misleading because they say holders of 35%
already accepted. The papers fail to say, according to
Computershare, that Fidelity Investments, with 30%, is receiving
an additional $135 million for accepting.

The papers contend the offer violates securities law because
Energy Future can terminate at any time and holders have no right
to rescind their tenders. The offer violates bankruptcy law,
according to the indenture trustee, because different holders
receive different amounts.

Computershare wants the bankruptcy judge to hold a hearing May 20,
either to halt the offer or extend the deadline for tendering
until after Energy Future makes more disclosures.  Alternatively,
the indenture trustee wants the judge to require court approval
before the tender offer is made.

Mr. Rochelle also notes that an indenture trustee for first-lien
EFIH noteholders also filed an objection to the exchange offer for
that debt.

           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.

The U.S. Trustee for Region 3 has appointed an official committee
of unsecured crediors composed of 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.  The Creditors' Committee has selected James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
MORRISON & FOERSTER LLP, in New York; Christopher A. Ward, Esq.,
Justin K. Edelson, Esq., and Shanti M. Katona, Esq., at POLSINELLI
PC, in Wilmington, Delaware; and Edward Fox, Esq., at POLSINELLI
PC, in New York.


ENERGY FUTURE: Unit Said to Plan $9 Billion Debt Deal
-----------------------------------------------------
Richard Bravo and Steven Church, writing for Bloomberg News,
reported that a deregulated unit of Energy Future Holdings Corp.
that filed for bankruptcy protection is planning to issue $9
billion of new debt to pay senior creditors.

According to Bloomberg, first lien lenders to the Texas
Competitive Electric Holdings subsidiary include Apollo Global
Management LLC, Oaktree Capital Group LLC, Centerbridge Capital
Partners LP and Angelo Gordon & Co.

Bloomberg, citing two people with knowledge of the deal, said the
first lien lenders will forgive about $23 billion of debt in
exchange for ownership of the restructured company as well as
proceeds from the $9 billion transaction.

KKR & Co., TPG Capital and the private-equity unit of Goldman
Sachs Group Inc., which took the electricity provider private in
2007, will receive less than a 1 percent ownership stake in the
reorganized parent Energy Future, which will no longer control the
Texas Competitive unit, Bloomberg related.

           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.


ENERGY FUTURE: S&P Withdraws Ratings Following Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its corporate
credit, debt, and recovery ratings on Energy Future Holdings Corp.
(EFH) and its subsidiaries, Energy Future Intermediate Holding Co.
LLC (EFIH), Energy Future Competitive Holdings Co. (EFCH), and
Texas Competitive Electric Holdings Co. LLC (TCEH).

On April 29, 2014, EFH and its subsidiaries filed for protection
from creditors under Chapter 11 of the U.S. Bankruptcy Code.
Excessive debt at TCEH is the primary cause.  S&P subsequently
lowered its corporate credit ratings and debt issue ratings to 'D'
for EFH, EFIH, and EFCH not already at 'D' and left all recovery
ratings unchanged throughout the entire company.  S&P lowered its
corporate credit rating on TCEH to 'D' on April 4, 2014, following
a missed interest payment.

S&P published an updated and very detailed recovery report on EFH,
TCEH, and EFIH on May 6, 2014, to provide insight into S&P's
recovery analysis, including the potential effect of the proposed
restructuring plan agreed to by EFH and some lenders that was made
available to the public after the bankruptcy filing.  S&P did not
change its recovery ratings based on its analysis of the plan and
the proposed debtor-in-possession loans that are defined therein.


EQUIPMENT ACQUISITION: Can't Recoup Payment for Gambling Debt
-------------------------------------------------------------
Horseshoe Casino won summary judgment in a fraudulent-transfer
action filed against it by William A. Brandt, Jr., the Plan
Administrator for Equipment Acquisition Resources, Inc.  The Plan
Administrator seeks to recover $8,278,000 in payments that EAR's
owner, Sheldon Player, and his wife, Donna Malone, made to
Horseshoe to pay off their gambling debts.  Horseshoe argues that
it is entitled to summary judgment on all counts.  In Counts I and
II, Brandt seeks to recover $8,248,000 in payments that Player and
Malone made to Horseshoe.  In Count III, Brandt seeks to recover
two payments totaling $30,000 that Malone made to Horseshoe from
the Charter One account.

For all of these counts, Horseshoe argues that it received the
payments in good faith and without knowledge of EAR's fraud and is
therefore shielded from liability under 11 U.S.C. Sec. 550(b)(1).
Brandt admits that his tracing expert was unable to trace
$1,609,117 of the transfers Horseshoe received from Player and
Malone back to EAR.

The case is, WILLIAM A. BRANDT, JR., solely as Administrator for
EQUIPMENT ACQUISITION RESOURCES, INC., Plaintiff, v. HORSESHOE
HAMMOND, LLC, a/k/a/ HORSESHOE CASINO HAMMOND, Defendant, No. 12 C
00271 (N.D. Ill.).  A copy of District Judge Edmond E. Chang's May
15 Memorandum Opinion and Order is available at
http://tinyurl.com/q25eckjfrom Leagle.com.

Horseshoe Hammond LLC is represented by:

     Catherine L. Steege, Esq.
     David Harvill Hixson, Esq.
     Melissa Megan Root, Esq.
     JENNER & BLOCK LLP
     353 N. Clark Street
     Chicago, IL 60654-3456
     Tel: 312 923-2952
     Fax: 312 840-7352
     E-mail: csteege@jenner.com
             dhixson@jenner.com
             mroot@jenner.com

                   About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry.  It was designed to operate as a refurbisher of special
machinery, a manufacturer of high-end technology parts, and a
process developer for the manufacture of high-technology parts.
The bulk of EAR's stated revenue derived from refurbishing and
selling high-tech machinery; it was set up to purchase high-tech
equipment near the end of its useful life at prices that were low
relative to the cost of new units, and then refurbish using a
propriety process the equipment for sale to end-users at
substantial gross margins.

EaR engaged in a massive fraud from 2005 to 2009.  That fraud
included, but was not limited to, selling semiconductor equipment
at inflated prices, leasing the equipment back, misrepresenting
the value of the equipment, and pledging certain pieces of
equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.


EVERGREEN AVIATION: Ch. 7 Reveals Schism Among Lenders, Creditors
-----------------------------------------------------------------
Mike Francis, writing for OregonLive.com, reported that a flurry
of filings in the bankruptcy case of Evergreen International
Aviation revealed a sharp division between aircraft lessors and a
coalition of lenders led by Goldman Sachs.

According to OregonLive, the parties are squabbling about who
should be first in line when and if the trustee in the case
proceeds with a proposed sale of "substantially all" of
Evergreen's aircraft assets to Jet Midwest.

As previously reported by The Troubled Company Reporter, Alfred T.
Giuliano, the Chapter 7 trustee for Evergreen Aviation, has asked
a Delaware bankruptcy judge to sign off on the sale of the bulk of
the company's assets to Jet Midwest for nearly $4.3 million.

Marana Aerospace Solutions of Arizona has argued it should be paid
first, partly because it had begun in December to proceed with the
sale of Evergreen's Supertanker -- a modified Boeing 747 -- in
lieu of rent and other payments that the Oregon company had failed
to make, OregonLive related.  The lenders argue their claims
should come ahead of Marana's, noting that Evergreen owes them
more than $100 million and "the Lenders have valid first and
second priority liens upon all of the Assets, and any lien Marana
may claim to have on the Supertanker would be junior to the
Lenders' liens," OregonLive further related.

                  About Evergreen International

Evergreen International Aviation Inc., an air cargo carrier that
halted operations in November 2013, filed a petition for
liquidation in Chapter 7 on Dec. 31, 2013 (Bankr. D. Del. Case No.
13-13363).

Three creditors owed a total of $468,000 filed an involuntary
bankruptcy petition in Brooklyn, New York on Dec. 18, 2013 (Bankr.
E.D.N.Y. Case No. 13-47494).  By filing a voluntary petition,
Evergreen indicated a preference for being liquidated in Delaware
rather than in Brooklyn.

The petition in Delaware listed assets worth less than $100
million and debt exceeding $100 million.


EWGS INTERMEDIARY: Files Ch. 11 Plan, Outline Approval on June 9
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edwin Watts Golf Shops LLC filed a liquidating
Chapter 11 plan and accompanying disclosure materials
incorporating an agreement made with secured noteholders when
final approval for bankruptcy financing was obtained.

According to the report, a hearing is set for June 9 in U.S.
Bankruptcy Court in Delaware to seek approval of the disclosure
statement explaining the plan.

A joint venture between Hilco Merchant Resources LLC and GWNE Inc.
liquidated the business, throwing off $40.5 million in net sale
proceeds, according to the draft disclosure statement, the report
related.  There was already a settlement between the unsecured
creditors' committee and secured noteholders owed $45 million,
which agreement called for carving out $1.1 million for
unsecureds, although the amount could be reduced in some
circumstances, the report further related.

The disclosure statement so far has blanks where secured and
unsecured creditors will be told the percentage distributions to
expect, the report said.

                       About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.

Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg,
Esq., at Cooley LLP, serve as lead counsel to the Official
Committee of Unsecured Creditors.  Michael J. Merchant, Esq.,
Christopher M. Samis, Esq., and William A. Romanowies, Esq., at
Richards, Layton & Finger, P.A. serve as Delaware counsel.  The
Committee hired PricewaterhouseCoopers LLP as its financial
adviser.

The Debtors said total assets are greater than $100 million.  In
its schedules, EWGS Intermediary disclosed $0 in assets and
$77,801,784 in total liabilities.

Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5, 2013,
disclosed that it has completed a $40 million deal to purchase all
the assets of golf retail brand Edwin Watts, in partnership with
GWNE, Inc., an affiliate of Worldwide Golf Shops.  The transaction
was approved by the bankruptcy court and closed on Dec. 5.


FIELD FAMILY: Third Amended Plan, Hotel Management Deal Approved
----------------------------------------------------------------
Field Family Associates, LLC, has won confirmation of its Third
Amended Plan of Reorganization, paving the way for the Debtor to
exit bankruptcy protection.

The Debtor has already won confirmation of an earlier version of
its Reorganization Plan.  On Jan. 31, 2014, the Court approved the
Second Amended Chapter 11 Plan, which provided the Debtor the
option of selecting a "Sale Option," which option accounts for the
proposed sale of the hotel to Magna Hospitality Group for a
purchase price of approximately $41 million.

In an Order dated March 26, 2014, the Court confirmed the Third
Amended Plan, as modified March 25.  The Third Amended Plan
revised the mechanics of the sale transaction contemplated in the
prior Plan.  Through the Third Amended Plan, the Debtor
restructured the sale transaction to provide for a sale of equity
instead of a traditional real estate sale.

In connection with the revised transaction structure, the Debtor
has agreed that Magna will assume managerial responsibility at the
hotel under a short term agreement pending completion of the
transaction contemplated by the Third Amended Plan.

In this regard, the Court also has approved a short term hotel
management agreement entered between the Debtor and MHF JFK
Manager IV LLC, an affiliate of Magna.  Pursuant to the Management
Agreement, Magna will provide management services for the hotel on
a short term basis, in exchange for a fee of 3% of total revenues,
plus an accounting fee of $3,000 per month and a project
management fee of $10,000 per month up to a maximum of $120,000.
Magna will supervise and manage the full spectrum of day-to-day
operations of the hotel.  To seamlessly facilitate this, upon the
execution of the Management Agreement, the employees of the Debtor
will generally become employees of an affiliate of Magna, manager.
Any existing employee benefit plans sponsored or provided by the
Debtor will be transitioned to the employee's new employer, an
affiliate of Magna.

The Third Amended Plan provides that payments under the Plan will
be funded (a) from cash held by the Debtor or the Reorganized
Debtor as of the Effective Date; (b) if the Debtor does not elect
the sale option, from net profits generated from operations from
and after the Effective Date and from the Field Family Trust Loan;
and (c) under the sale option, from the proceeds of the equity
sale transaction received by the Debtor Owners and contributed to
the Reorganized Debtor.

Under the Plan, the Debtor Owners expect to enter into an
agreement of purchase and sale with buyer, which contemplates,
among other things, (i) the sale by Debtor Owners of an interest
in JV LLC to buyer, (ii) the amendment of JV LLC's operating
agreement to provide, among other things, that (w) buyer will
be the managing member of, and control all decisions and actions
of, the JV LLC, (x) buyer will be entitled to 100% of the net cash
flow from operations of the property, (y) buyer will have the
right to call from seller owners, and sellers owners will have the
right to put to buyer, the ownership interest upon the
satisfaction of certain conditions for an agreed-upon price, and
(z) the Debtor Owners will be entitled to an agreed-upon amount of
the net capital proceeds of the Property and Buyer will be
entitled to the remaining net capital proceeds of the Property,
(iii) the Debtor Owners will have contributed $2,000,000 to the
Renovation Fund, and (iv) require certain restructurings of the JV
LLC and its direct and indirect subsidiaries, names changes and
reconstitutions of the Debtor as a Delaware limited liability
company with the resulting organizational structure as set forth
in Exhibit B to the Plan.

On or before the Effective Date, the Debtor will elect whether to
proceed with the Plan through (a) the consummation of the equity
sale transaction or (b) the Debtor's retention of the property and
reorganization through a restructuring of the Debtor's obligations
without any transfer of the Debtor Owners' indirect equity
interests in the Debtor.  If the Debtor does not elect the sale
option, then the Debtor will pay the Class 3 Claim over time as
provided under the Plan.

Meanwhile, a docket entry in the case indicated that the Effective
Date of the Second Amended Plan was extended until May 1.  The
Effective Date of the Second Amended Plan was previously set for
April 1.  A notice of effective date of the latest Plan version
has not been entered in the docket as of press time.

A copy of the blacklined version of the Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/FIELDFAMILY_405_3dsblackline.pdf

The Debtor is represented by:

         Peter C. Hughes, Esq.
         Catherine G. Pappas, Esq.
         DILWORTH PAXSON LLP
         1500 Market St., Suite 3500E
         Philadelphia, PA 19102
         Tel: (215) 575-7000
         Fax: (215) 575-7200

                         About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIELD FAMILY: Has Access to Wells Fargo's Cash Until June 23
------------------------------------------------------------
The Bankruptcy Court entered a ninth interim order authorized
Field Family Associates, LLC's use of Wells Fargo Bank, N.A., cash
collateral until June 23, 2014.

The Debtor and Wells Fargo Bank, N.A., as trustee for the
registered holders of J.P. Morgan Chase Commercial Mortgage
Securities Truste 2007-CIBC18, Commercial Mortgage Pass-Through
Certificated, series 2007-CIBC18, agreed to the continued
operation of the Debtor and the property located at 144-10 135th
Avenue, Jamaica, New York, through the use of cash collateral.

Wells Fargo contends that there remains due and owing and payable
to lender pursuant to the loan documents, as of July 2, 2012, not
less than $38,853,980, including not less than $30,930,649 in
outstanding principal, plus not less than $226,137 in accrued and
unpaid interest thereon, including default interest, plus not less
than an estimated defeasance fee of $8,295,170, plus late charges,
plus additional amounts due and owing pursuant to the loan
documents, all of which the lender contends continues to accrue.

A further hearing to consider the motion on a final basis is
scheduled for June 18, at 10:00 a.m.  Objections, if any, are due
June 16.

A copy of the budget is available for free at

     http://bankrupt.com/misc/FIELDFAMILY_397Budget.pdf

                         About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.

The Debtor won confirmation of its Third Amended Plan of
Reorganization, pursuant to a Confirmation order dated March 26,
2014.


FILENE'S BASEMENT: Deal Reached To Allow $30M HQ Lease Sale
-----------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge approved an 11th-
hour agreement that resolved a bitter fight over the $30 million
sale of former Syms Corp.'s New Jersey headquarters lease, as well
as a long-running feud with the property's landlords over the
rent.

According to the report, the deal will allow ASG Equities Secaucus
LLC -- a special purpose vehicle created by the Gindi family,
owners of the Century 21 Department Stores chain, according to
court testimony -- to purchase the lease for $29 million.

Creditors for the bankrupt retailer has urged the bankruptcy judge
to reject a challenge to a previous decision authorizing it to
sell the lease for its New Jersey headquarters for $30 million to
ASG Equities.  Creditors and ASG filed a sharply worded objection
to a motion for reconsideration brought by the property's
landlords Hartz Mountain Industries Inc. and 99 Hudson TIC II LLC,
the report related.  Hartz claims Syms is bound by an earlier
agreement to sell the lease to them as opposed to ASG and said the
court's previous decision contains legal errors, the report
further related.

ASG and the creditors claim Hartz's motion contains contradictions
and suggests that the company has attempted to throw a wrench in
an earlier auction for the lease, the report added.

                     About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FOUNDATION HEALTHCARE: Incurs $1.8-Mil. Net Loss in 1st Quarter
---------------------------------------------------------------
Foundation Healthcare, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
a net loss attributable to the Company's common stock of $1.89
million on $22.06 million of revenues for the three months ended
March 31, 2014, as compared with a net loss attributable to the
Company's common stock of $339,735 on $18.65 million of revenues
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $53.83
million in total assets, $62.31 million in total assets, $8.70
million in preferred noncontrolling interest and a $17.18 million
total deficit.

"If management does not complete the debt refinancing or
alternatively obtain extensions on some of its debt obligations
during 2014, the Company may not have sufficient cash on hand or
generate sufficient cash flow from operations to meet its cash
requirements over the next 12 months.  These uncertainties raise
substantial doubt about the Company's ability to continue as a
going concern" the Company said in the Report.

"Although the first quarter of 2014 was negatively impacted by
severe weather at several of our facilities, we are pleased to
announce an 18% increase in revenue for the first quarter 2014
when compared to first quarter 2013.  We continue to focus on
growing surgical volumes at our existing hospitals as well as look
for opportunities to take controlling positions in our minority-
owned hospitals as well as new hospital investment opportunities,"
stated Stanton Nelson, CEO of Foundation Healthcare, Inc.

"In addition to growing volumes at our existing hospitals, we are
actively pursuing opportunities to add ancillary services through
hospital outpatient departments (HOPD) at our hospitals including
outpatient surgery centers, imaging, oncology and pain
management," added Mr. Nelson.

As of March 31, 2014, cash and cash equivalents totaled $4
million, compared to $4.2 million at Dec. 31, 2013.

A copy of the Quarterly Report is available for free at:

                       http://goo.gl/Fcy619

                   About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

Foundation Healthcare reported a net loss attributable to
Foundation Healthcare common stock of $20.42 million on $93.14
million of revenues for the year ended Dec. 31, 2013, as compared
with net income attributable to Foundation Healthcare common stock
of $2.45 million on $52.97 million of revenues in 2012.

Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


FOUR OAKS: Posts $1.3 Million Net Income in First Quarter
---------------------------------------------------------
Four Oaks Fincorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.35 million on $7.45 million of total interest and
dividend income for the three months ended March 31, 2014, as
compared with net income of $77,000 on $7.51 million of total
interest and dividend income for the same period last year.

The Company's balance sheet at March 31, 2014, showed $816.22
million in total assets, $791.81 million in total liabilities and
a $24.40 million in total stockholders' equity.

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

                         http://goo.gl/885rMu

                           About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks reported a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.

                          Written Agreement

"In late May 2011, the Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond (the "FRB") and the North Carolina Office
of the Commissioner of Banks (the "NCCOB").  Under the terms of
the Written Agreement, the Bank developed and submitted for
approval, within the time periods specified, plans to:

   * revise lending and credit administration policies and
     procedures at the Bank and provide relevant training;
   * enhance the Bank's real estate appraisal policies and
     procedures;
   * enhance the Bank's loan grading and independent loan review
     programs;
   * improve the Bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the Bank's problem loan list, or adversely classified
     in any report of examination of the Bank; and
   * review and revise the Bank's policy regarding the Bank's
     allowance for loan and lease losses and maintain a program
     for the maintenance of an adequate allowance.

A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business. These regulatory
actions and resulting restrictions on the Company's business may
have a material adverse effect on its future results of operations
and financial condition.


FREEDOM INDUSTRIES: Selling Plant Not Involved in Pollution
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Freedom Industries Inc., whose leaking chemical tank
polluted drinking water in West Virginia, is selling a 79-tank
blending plant not involved in the spill.

According to the report, the company lined up Lexycon LLC to buy
the property in Nitro, West Virginia, for $575,000. The property
goes by the name Poca Blending, the report related.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, the Bankruptcy Court approved the hiring of Mark
Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


GARLOCK SEALING: Ford, Volkswagen, Honeywell Get Client Lists
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ford Motor Co., Volkswagen Group of America Inc., and
Honeywell International Inc. won a victory when the bankruptcy
judge presiding over the Chapter 11 reorganization of Garlock
Sealing Technologies LLC allowed them to learn the identities of
asbestos personal-injury plaintiffs who hired lawyers to represent
them in the Garlock case.

According to the report, the three companies are among those that
intervened in the Garlock bankruptcy intent on learning whether
they made improvident settlement of asbestos claims because
claimants didn't disclose other companies like Garlock against
which they were making claims.  There is now an appeal pending
over whether Ford and the other companies can have access to trial
transcripts and evidence, the report related.

Judge Hodges said he lost the power to unseal because there was an
appeal challenging his original order last year closing portions
of the trial, the report further related.  According to Mr.
Rochelle, Judge Hodges's opinion also gained notoriety because he
concluded that $125 million was the "reasonable and reliable"
estimate of present and future liability for mesothelioma claims
when the asbestos claimants wanted almost $1.3 billion.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GATEWAY PLAZA: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                        Case No.
      ------                                        --------
      Gateway Plaza, L.L.C.                         14-41673
      2580 Camp Wisdom Rd.
      Suite 100-210
      Grand Prairie, TX 75052

      Grand Summit Real Estate Holdings, L.L.C.     14-41680

      GP II, L.L.C                                  14-41681

      BRR & FP, L.L.C.                              14-41683

Chapter 11 Petition Date: May 13, 2014

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

Judge: Hon. Dennis R. Dow

Debtors' Counsel: Bradley D. McCormack, Esq.
                  THE SADER LAW FIRM, LLC
                  2345 Grand Boulevard, Suite 1925
                  Kansas City, MO 64108-2663
                  Tel: 816-561-1818
                  Fax: 816-561-0818
                  Email: bmccormack@saderlawfirm.com

Gateway Plaza's Scheduled Assets: $8.50 million

Gateway Plaza's Scheduled Liabilities: $5.54 million

The petitions were signed by Robert L. Winters, executive managing
member.

A list of Gateway Plaza's seven unsecured creditors is available
for free at http://bankrupt.com/misc/mowb14-41673.pdf


GENCO SHIPPING: Wins Court Approval to Assume RSA With Creditors
----------------------------------------------------------------
Bankrtupcy Judge Sean H. Lane issued a Memorandum Opinion dated
May 16 in support of his order authorizing Genco Shipping &
Trading Limited to assume a restructuring support agreement, which
forms the basis of the Debtors' prepackaged plan of reorganization
by providing for a global resolution of the bankruptcy.  The RSA
is an agreement among the Debtors and the majority of their
creditors, including their secured creditors who are owed more
than $1 billion.  It also embodies a settlement with the Debtors'
unsecured note holders, while leaving unimpaired the Debtors'
unsecured trade creditors and providing for some recovery to
equity holders.  Judge Lane said the RSA is a valid exercise of
the Debtors' business judgment.  The ruling, the judge added, is
without prejudice to any party's right to object to the plan at
confirmation.

The written decision memorializes Judge Lane's bench ruling issued
after a hearing on April 23, 2014.  Because it originated as an
oral decision, it has a more conversational tone.

Prior to the petition date, Genco negotiated the RSA, establishing
the framework for a prepackaged plan of reorganization that would
deleverage Genco's balance sheet and provide new liquidity through
a fully backstopped $100 million rights offering.  The RSA was
executed on April 3, 2014, by the Debtors and approximately 98% of
the lenders under the 2007 Credit Facility, 100% of the $100
Million Facility Lenders and $253 Million Facility Lenders, and
approximately 82% of the holders of Convertible Notes.

Under the RSA, Genco is required to: (i) support and use
commercially reasonable efforts to complete the restructuring
contemplated under the RSA; (ii) take no action that is
inconsistent with the RSA, the Restructuring Term Sheet, the
Prepack Plan, or that would cause unreasonable delays; (iii) not
to support any other plan or transaction (unless covered by the
Debtors' fiduciary out); (iv) pay the reasonable and documented
fees and expenses of certain advisors to the supporting
noteholders and lenders; and (v) take no action that would be
reasonably expected to breach the RSA or interfere with the
restructuring.

In turn, the supporting creditors are required to: (i) support
approval of the Prepack Plan, disclosure statement, and the
restructuring; (ii) timely vote to accept the Prepack Plan and not
later withdraw or change their vote; (iii) take no actions in
opposition to the Prepack Plan or the solicitation of it; (iv)
waive and release any rights to exercise remedies against any
collateral of the Debtors in connection with the applicable debt
instruments or otherwise applicable non-bankruptcy law as of the
effective date of the Prepack Plan (except as provided in the
Plan); and (v) take no action against the Debtors or any
collateral that constitutes an enforcement action or remedy.

Through the RSA, the Debtors also obtained agreement for
consensual use of cash collateral.  At the hearing held on April
23, 2014, the Debtors established that, absent the use of cash
collateral, they would have insufficient funds to pay employees,
maintain business relationships with vendors and suppliers, and
otherwise could not finance their operations. The Court entered an
order approving the use of cash collateral on April 23.

The RSA includes a fiduciary out for Genco.  It provides: "in
order to fulfill the Company Parties' fiduciary obligations, the
Company may receive (but not solicit) proposals or offers for
Alternative Transactions from other parties and negotiate, provide
due diligence, discuss, and/or analyze such Alternative
Transactions received without breaching or terminating this
agreement . . . ."

If Genco announces its intention to pursue an alternative
transaction, however, the RSA may be terminated by two-thirds of
the supporting creditors on five days' notice.  If the RSA is
terminated to allow Genco to pursue an alternative transaction,
and that alternative transaction is consummated, the RSA requires
that Genco pay to the Supporting 2007 Facility Lenders and
Supporting Noteholders a termination fee of $26.5 million plus
expense reimbursements.  The termination fee will be treated as an
administrative expense and will serve as the sole and exclusive
remedy of the Supporting 2007 Facility Lenders and Convertible
Noteholders under the RSA.

In accordance with the terms of the RSA, the Debtors and the
Supporting Creditors finalized the terms of the Prepack Plan and
disclosure statement. The Prepack Plan, as contemplated by the
RSA, converts approximately $1.2 billion of debt to equity in the
reorganized Genco, provides the Debtors with $100 million of
additional new money through a fully backstopped rights offering,
and extends the maturity dates of the $253 and $100 Million Credit
Facilities.

In exchange for the conversion of debt to equity, the 2007 Credit
Facility will receive 81.1% of the Reorganized Genco equity and
the right to participate in 80% of the rights offering.  The
Convertible Noteholders will receive 8.4% of the equity and the
right to participate in up to 20% of the rights offering.  Under
the RSA, the Debtors will reinstate allowed general unsecured
claims and pay them in the ordinary course of business. The Plan
also provides for existing equity holders to receive warrants in
exchange for the surrender or cancellation of their equity
interests. The warrants cover 6% of the new equity.

The Debtors began solicitation of votes on the Prepack Plan on
April 16, 2014. At the time of filing on April 21, 100% of the
Credit Facility claims had voted to accept the Plan. The Debtors
are still accepting votes from Convertible Noteholders; as 82% are
party to the RSA, the Debtors anticipate that they will have
sufficient votes from that class to accept the plan as well.

The Court held a first day hearing in this case on April 23, 2014,
at which the Court considered, among other things, the RSA Motion.
Counsel for the Credit Facilities and the Noteholders expressed
their support for the Motion and the RSA.  Only two parties
present at the hearing objected -- an equity holder named Och-Ziff
and a so-called Ad Hoc Consortium of Equity Holders.  Subsequent
to the hearing, Aurelius Capital Management, LP, acting on behalf
of other equity holders, filed a two-page notice of joinder to the
RSA objections.

Counsel for Och-Ziff raised a number of arguments, including: (1)
the circumstances of the case didn't justify the speed requested
by the Debtors and the supporting creditors; (2) the equity
holders were entitled to receive more value; and (3) there would
be no irreparable harm if the RSA was not approved. Counsel for
the Ad Hoc Consortium took specific issue with the termination
fee, asserting that the Debtors did not provide evidence or case
law to establish on the record that the fee amount was reasonable.

The Court overruled those objections.

A copy of Judge Lane's written decision is available at
http://tinyurl.com/pr9qjpvfrom Leagle.com.

Meanwhile, the Court has established deadlines and milestones in
the case:

     Limited General Bar Date       May 22, 2014 at 5:00 p.m.
                                    (prevailing Eastern Time)

     Governmental Bar Date          October 20, 2014 at 5:00 p.m.
                                    (prevailing Eastern Time)

     Combined Plan Hearing Date     June 3, 2014 at 11:00 a.m.
                                    (prevailing Eastern Time)

     Objection Deadline to the      May 22, 2014 at 4:00 p.m.
     Solicitation Procedures,      (prevailing Eastern Time)
     Prepack Plan and the
     Disclosure Statement

     Deadline to Submit             May 16, 2014 at 4:00 p.m.
     Class 8 Master Ballots         (prevailing Eastern Time)

                   About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.


GENCO SHIPPING: Shareholders Lose Bid to Block Restructuring Deal
-----------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York on May 16 shot down an appeal by an equity
holder named Och-Ziff, a so-called Ad Hoc Consortium of Equity
Holders, Aurelius Capital Management, LP, acting on behalf
of other equity holders, and an official committee of equity
security holders appointed on May 9 by William K. Harrington, U.S.
Trustee for Region 2, from the order approving the restructuring
support agreement entered into among Genco Shipping & Trading Ltd.
and its debtor affiliates and certain supporting creditors,
including secured creditors who are owed more than $1 billion.

In a memorandum opinion dated May 16, Judge Lane found that the
RSA is a valid exercise of the Debtors' business judgment,
although he said his ruling is without prejudice to any party's
right to object to the plan at confirmation.

The RSA forms the basis of the Debtors? prepackaged plan of
reorganization by  providing for a global resolution of the
Genco's bankruptcy.  The RSA also embodies a settlement with the
Genco's unsecured note holders, while leaving unimpaired the
bankrupt ship operator's unsecured trade creditors and providing
for some recovery to equity holders.

The Equity Committee object to a plan that only gives
equityholders warrants, Bill Rochelle, the bankruptcy columnist
for Bloomberg News, reported.  Under Genco's Plan, existing
shareholders would receive warrants for 6% of the stock,
exercisable at about $23 a share, equal to an implied equity value
of $1.3 billion, the Bloomberg report said.  The recovery for
shareholders is estimated to be worth $32.9 million, according to
the disclosure statement.

Pending before Judge Lane is Genco's motion to disband the Equity
Committee, complaining that it is unnecessary and wasteful of the
estates' resources.  Genco argued that the committee isn?t needed
because it consists of bankruptcy-savvy strategic investment funds
who don?t need an official committee to represent their interests,
Law360 reported. At a minimum, Genco asked that the fees and
expenses of the Equity Committee?s  professionals be capped to
provide reasonable parameters for their activities.

The Equity Committee, according to Genco, appears to consist
largely, if not entirely, of shareholders who invested with the
intent to litigate with the Debtors over valuation and other
aspects of the prepackaged plan.  Their evident ability to pursue
that strategy themselves -- with experienced law firms that are
already up to speed -- demonstrates that the Equity Committee is
no more than a vehicle to shift the litigation costs of its well-
capitalized members onto the Debtors' estates and creditors, Genco
further argued in court papers.

The Equity Committee members are:

         (1) Aurelius Capital Partners, LP
             535 Madison Avenue - 22nd Floor
             New York, New York 10022
             Attention: Dan Gropper, Managing Director
             Tel: (646) 445-6570
             Email: dgropper@aurelius-capital.com

         (2) Mohawk Capital LLC
             555 Madison Avenue - 19th Floor
             New York, New York 10022
             Attention: Mark Taub, Managing Partner
             Tel: (917) 597-8954
             Email:  mark.taub@mohawkllc.com

         (3) OZ Domestic Partners, LP
             9 West 57th Street - 39th Floor
             New York, New York 10019
             Attention: Neal O. Goldman, Managing Director
             Tel: (212) 719-7366
             Email:  neal.goldman@ozcap.com

The Equity Committee is represented by:

         Steven M. Bierman, Esq.
         SIDLEY AUSTIN LLP
         787 Seventh Avenue
         New York, NY 10019
         Tel: (212) 839-5300
         Email: sbierman@sidley.com

            -- and --

         James F. Conlan, Esq.
         Larry J. Nyhan, Esq.
         SIDLEY AUSTIN LLP
         One South Dearborn
         Chicago, IL 60603
         Tel: (312) 853-7000?
         Email: jconlan@sidley.com
                lnyhan@sidley.com

The Debtors are represented by Kenneth H. Eckstein, Esq., Adam C.
Rogoff, Esq., Stephen D. Zide, Esq., and Anupama Yerramalli, Esq.,
at KRAMER LEVIN NAFTALIS & FRANKEL LLP, in New York.

Counsel for Informal Convertible Noteholder Group is Michael S.
Stamer, Esq., and Sarah Link Schultz, Esq., at AKIN GUMP STRAUSS
HAUER & FELD LLP.

Counsel for Wilmington Trust Company is By: Brian Kinney, Esq.,
Dennis F. Dunne, Esq., and Samuel A. Khalil, Esq., at MILBANK,
TWEED, HADLEY & MCCLOY LLP, in New York.

Counsel for Och-Ziff Management LP is By: Christopher J. Marcus,
Esq., Paul M. Basta, Esq., and Eric F. Leon, Esq., at KIRKLAND &
ELLIS LLP, in New York.

Counsel for an Ad Hoc Consortium of Equity Holders is William R.
Baldiga, Esq., at BROWN RUDNICK LLP, in New York.

Counsel for Deutsche Bank as Pre-Petition Lender, and Credit
Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy
Lender, is Douglas S. Mintz, Esq., at ORRICK, HERRINGTON &
SUTCLIFFE LLP, in Washington, DC.

Counsel for Agents for the Pre-Petition $100 Million and $253
Million Credit Facilities is Alan W. Kornberg, Esq., and Sarah
Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, in
New York.

The Office of the United States Trustee is represented by Andrew
Velez-Rivera, Esq., and Michael T. Driscoll, Esq., in New York.

Counsel for Entities Managed by Aurelius Capital Management, LP,
is Allan S. Brilliant, Esq., at DECHERT LLP, in New York.

                   About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton &
Garrison LLP.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due August 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.


GENERAL MOTORS: DBRS Assigns 'BB(high)' Sr. Unsecured Debt Rating
-----------------------------------------------------------------
DBRS Inc. has assigned an Issuer and Senior Unsecured Debt rating
of BB (high) to General Motors Financial Company, Inc. (GMF or the
Company).  Concurrently, DBRS assigned a Short-Term Instruments
rating of R-4.  The trend on all ratings is Stable.

The ratings of GMF are placed one notch below that of its parent,
General Motors Company (GM), reflecting the weaker stand-alone
credit profile than that of its parent and the lack of an explicit
guarantee or support agreement from GM.  The one notch
differential in the ratings also considers GMF's ownership, the
increasing interconnectedness between GMF and GM, and the
strengthening strategic importance of GMF to GM.  Following the
acquisition of Ally Financial's international operations (IO), GM
sales constitute the majority of GMF originations and GM-related
revenue has increased as a percentage of GMF total revenues.
Moreover, upon all of the IO acquisition closing (China JV still
pending) GMF's operating footprint will cover approximately 80% of
GM's global sales, including significant penetration of GM
international sales and dealer financing.

The ratings also consider the financial support provided by GM to
GMF, including $2.0 billion of capital, of which $1.3 billion has
been provided, to maintain pro-forma leverage ratios at
appropriate levels following the closing of the IO acquisition.
GM provides an intercompany credit facility totaling $600 million
to GMF and has listed GMF as a co-borrower on GM's committed
secured corporate revolving facility.  Further, there is a tax
sharing agreement in place between GM and GMF that allows GMF to
defer tax payments for up to four years from their original due
date, with the total deferral amount not to exceed $1.0 billion.
As a result of these considerations, DBRS sees the overall long-
term success of GMF, as a captive finance company, as highly
dependent on the success of GM, the parent.  As such, DBRS views
GMF's increasing interconnectedness with and dependence on its
parent as a key rating factor, thereby the ratings are closely
linked.  Ratings would be equalized with those of its parent
should a support agreement from GM or an explicit guarantee of
GMF's corporate debt by GM be put in place.

The Stable rating trend reflects that of the parent and DBRS's
expectation that GMF's overall solid level of earnings will
continue for the remainder of 2014.  Earnings should benefit from
GMF's increasing penetration of GM auto sales volumes and GM's
overall improving sales volumes, reflecting GM's positive product
momentum and strong U.S. auto sales volumes.  The Stable trend
also considers DBRS's expectation that GMF will continue to enjoy
good access to the capital markets at reasonable costs and make
additional progress towards the rebalancing of the funding profile
to be less dependent on secured sources of funding.  As a result
of its ownership by GM, GMF ratings are likely to move in tandem
with those of its parent.

In addition to the parent ratings, the ratings of GMF consider the
overall strengthening and evolving franchise of GMF.  GMF has a
well-established presence in the subprime auto lending market and
since its acquisition by GM has launched a number of products to
broaden its customer base and deepen GM dealer relationships.  The
ratings also consider the improving asset quality of the portfolio
as GMF originations shift to a more prime lending focus,
especially with the IO acquisition as well as the improving
funding profile.  Asset encumbrance is gradually declining and
DBRS expects that this trend will continue over the medium-term.
Moreover, the ratings consider the favorable leverage and capital
levels of GMF compared to its captive peers.  GMF targets a
leverage ratio (earning assets-to-tangible net worth) of 6.0x to
8.0x.  DBRS expects leverage will increase over the medium-term as
the earning asset balance grows with the improving penetration of
GM sales but that leverage will remain within the targeted range.


GENUTEC BUSINESS SOLUTIONS: Files for Ch.11 with $11.5MM Debt
-------------------------------------------------------------
Genutec Business Solutions, Inc., sought bankruptcy protection,
disclosing $12.9 million in total assets and $11.5 million in
debt.

In its schedules, the Debtor disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $12,851,545
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,029,199
                                 -----------      -----------
        TOTAL                    $12,851,545      $11,529,199

The Debtor's primary assets are comprised of a 100% ownership in
subsidiary Rapid Notify, Inc. (valued at $3 million) and judgments
in Orange County Superior Court against Lee Danna, Johan Hebdrick
Smit Duyzentkunst (valued at $9.58 million).  Its secured
creditors are the firm Shulman, Hodges & Bastian and TICC Capital
Corp., owed $2 million and $3.5 million, respectively.  The entity
holding the largest unsecured claim is Lawnae Hunter, of Jones
Day, owed $2.33 million.

According to the statement of financial affairs Rapid earned
$814,000 during the fiscal year ended Sept. 30, 2012; $814,000 for
the fiscal year ended Sept. 30, 2013; and $443,000 for the period
Oct. 1, 2013 until May 2014.

A copy of the schedules filed together with the petition is
available for free at:

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


GENUTEC BUSINESS SOLUTIONS: Proposes Bryner as Litigation Counsel
-----------------------------------------------------------------
Genutec Business Solutions, Inc., is asking the bankruptcy court
for authority to employ the Law Offices of M. Candice Bryner as
special litigation counsel, effective May 16, 2014, pursuant to
11 U.S.C. Section 328, and for approval of the preferred client
hourly rate of $250.

The Debtor was a plaintiff and cross-defendant in a lawsuit
entitled Genutec v. Taus, Orange County Superior Court Case No.
07CC07918.  The Debtor commenced the Taus Action as the plaintiff
in July 2007 and sued certain of its former officers and/or
directors for breach of fiduciary duty.  These defendants, in
turn, filed cross-complaints against Genutec for contractual
indemnity.  The Taus Action proceeded to trial in October 2012.
After a 39-day bench trial, Judgment was ultimately entered in
July 2013.  After numerous post-trial motions, the Judgment was
subsequently updated to include post-judgment costs in April 2014.

The Debtor is currently involved in multiple appeals arising out
of the Judgment in the Taus Action.  Further, the Debtor
contemplates that it will require legal services to handle any
adversary matters and/or other general business litigation matters
which may arise post-Petition.

The Bryner Firm has been representing the Debtor in various
litigation and appellate matters, including the Taus Action and
its related appeals, since early 2006.  M. Candice Bryner of the
Bryner Firm is uniquely familiar with the trial record and
appellate record pertaining to all aspects of the Taus Action and
related appeals.  Ms. Bryner is admitted to practice before the
Court and all courts in the State of California.  She has
considerable experience in civil litigation matters involving
business disputes and appellate matters, and has handled numerous
similar proceedings during the last 17 years.  Ms. Bryner is well
qualified to represent Debtor in litigation, appellate and
adversary matters.  Ms. Bryner will be solely responsible for the
representation of the Debtor in all legal matters.

Ms. Bryner's hourly rate is normally $300.  However, she has
agreed to be compensated as a reduced hourly rate of $250 per
hour.

                 About Genutec Business Solutions

Genutec Business Solutions, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 14-13115) in Santa Ana,
Georgia, on May 16, 2014.

The case is assigned to Judge Erithe A. Smith.

The Debtor has tapped Michael R Totaro, Esq., at Totaro &
Shanahan, in Pacific Palisades, California, as bankruptcy counsel.


GLOBAL GEOPHYSICAL: Seeks Approval of KERP
------------------------------------------
BankruptcyData reported that Global Geophysical Services filed
with the U.S. Bankruptcy Court a motion for approval of a key
employee retention program, saying the Retention Program provides
assurance to non-insider employees that they will be compensated
while they support the Debtors' restructuring efforts.

Absent the program, it is the Debtors' business judgment that the
Debtors could experience significant turnover, which would be
harmful to the Debtors, their estates, and their creditors, Global
Geophysical said in court papers, according to BData.

BData added that the court document states, "The Retention Program
provides a benefit of 10% to 40% of base salary (the 'Retention
Payment') to the forty-three non-insider employees (i.e. the
Participants). The Participants are employed in a broad range of
areas, including finance, legal, human resources, information
technology, and operations. The Participants' average salary is
$129,143....In addition to the above-described Retention Payments,
and in order to ensure that non-Participants have the opportunity
to also receive a bonus based upon performance and at the
discretion of senior management, a discretionary pool not to
exceed $250,000 in the aggregate, or $20,000 individually, would
be available for the Chief Executive Officer and the Chief
Financial Officer (working together) to award retention payments
in their discretion to key employees who are neither Insiders (as
defined in Section 101(31) of the Bankruptcy Code) nor
Participants."

The Court scheduled a June 5, 2014 hearing on the motion.

             About Global Geophysical, Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors have tapped Baker Botts LLP as general bankruptcy
counsel, Jordan Hyden Womble Culbreth & Holzer PC, as local
counsel, Alvarez & Marsal as restructuring advisors, Fox
Rothschild Inc. as financial advisor, and Prime Clerk as claims
and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.


GLOBALLOGIC HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its final 'B'
corporate credit rating to McLean, Va.-based, GlobalLogic Holdings
Inc.  The outlook is stable.

S&P also assigned a final 'B+' issue-level rating with a recovery
rating of '2' to the company's $25 million senior secured
revolving credit facility due 2018 and $160 million term loan due
2019.  The '2' recovery rating indicates expectations for
substantial (70% to 90%) recovery of principal in the event of
default.

S&P's ratings on GlobalLogic Holdings Inc. reflect its "weak"
business risk profile and "highly leveraged" financial risk
profile.

"Our business risk assessment is based on the company's small
scale and market share in the highly competitive global business
process outsourcing industry, somewhat high customer and
geographic concentration, and modest profitability levels," said
Standard & Poor's credit analyst Andrew Chang.  "The financial
risk assessment incorporates pro forma leverage in the mid-7x area
(adjusted for the shareholder loan, which we treat as debt).
Favorable industry growth prospects, a high level of revenue
visibility, and positive FOCF are partial offsets," added Mr.
Chang.

The company is a provider of outsourced product development (OPD)
and is a niche participant in the larger BPO market.  The OPD
industry is differentiated by its focus on higher value R&D
functions and is highly fragmented with many small participants
although S&P believes that the large traditional BPO providers are
capable of becoming more involved over the longer term as the OPD
market expands.  GlobalLogic is significantly smaller than most of
its competitors, is narrow in geographical scope, and has moderate
customer concentration with the top 10 customers accounting for
about 40% of revenues.  Profitability also lags that of large BPOs
given its small scale.  As such, S&P views GlobalLogic's business
profile as "weak."

On the other hand, GlobalLogic, along with the OPD industry at
large, has grown rapidly in recent years, and S&P expects this to
continue over the intermediate term given the reduced cost of
product development for the customers and shortage of U.S.
software engineers.




GLOBAL AVIATION: Proposes Bonuses to Keep Workers Pending Sale
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that to keep enough workers aboard until the completion of
its sale to charter carrier Omni Air International Inc., Global
Aviation Holdings Inc. is proposing to pay bonuses equal to three
weeks' work for about 125 people. The total cost would be about
$320,000.  For six top executives, Global Aviation is proposing
bonuses amounting to three weeks' pay, totaling about $80,000.
The bonus program is scheduled for approval at a hearing on May 28
in U.S. Bankruptcy Court in Delaware.

                   About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.

The Deal reported that World Airways Inc. ceased operations on
March 27, 2014, after its bankrupt parent was unable to secure
necessary funding to keep the charter operator airborne.


GRATON ECONOMIC: S&P Raises ICR to 'B+'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit rating
on Rohnert Park, Calif.-based Graton Economic Development
Authority (the Authority) to 'B+' from 'B'.  The rating outlook is
stable.  The Authority is a wholly owned unincorporated
instrumentality of the Federated Indians of Graton Rancheria (the
Tribe).

At the same time, S&P raised its issue-level ratings on the
Authority's $375 million senior secured term loan due 2018 and
$450 million senior secured notes due 2019 by one notch to 'B+',
in line with the upgrade of the issuer.  The senior secured notes
and senior secured term loans are pari passu.

S&P do not assign recovery ratings to Native American debt issues
because there are significant uncertainties surrounding the
exercise of creditor rights against a sovereign nation, including
whether the Bankruptcy Code would apply, whether a U.S. court
would ultimately be the appropriate venue to settle such a matter,
and to what extent a creditor would be able to enforce any
judgment against the sovereign nation.

"The upgrade reflects the strong opening of the Graton Resort and
Casino and our expectation that credit measures will improve
faster than we previously anticipated because of a combination of
better-than-expected EBITDA generation and faster-than-expected
debt repayment," said Standard & Poor's credit analyst Stephen
Pagano.

The Authority is seeking an amendment to its credit facility,
whereby it can use the remaining funds in its interest reserve
account to repay the outstanding $48 million balance on its high-
cost developer loan owed to casino manager, Station Casinos LLC,
through its subsidiary SC Sonoma Management LLC.  S&P believes the
Authority is likely to receive the amendment, but it notes that,
in the event that it does not, it will use the remaining balance
in the interest reserve account to repay a portion of its term
loan.

The 'B+' issuer credit rating reflects S&P's assessment of the
Authority's business risk profile as "weak" and its financial risk
profile as "aggressive," based on its criteria.

S&P's assessment of the Authority's business risk profile as weak
reflects the reliance on a single asset to meet debt service
needs.  Additionally, although there are more than 2 million
adults within a 60-minute drive of the property, S&P sees some
risk that the adult population within 30 minutes of the property
is significantly less, below 500,000.  These risks are somewhat
mitigated by S&P's expectation for the property to be the highest-
quality asset in proximity to the San Francisco market, a somewhat
protected market position, and an experienced property manager,
Station Casinos.

S&P's assessment of the Authority's financial risk profile as
aggressive reflects its expectation that leverage will improve to
the low-4x area in 2014 as the Authority uses remaining funds in
its interest reserve account and free cash flow to repay debt.  In
addition, S&P forecasts EBITDA coverage of cash interest will be
above 2x in 2014, and improve to about 3x by the end of 2015.


GREEN FIELD ENERGY: Emerges From Liquidating Chapter 11
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Green Field Energy Services Inc. implemented on May 12 the
reorganization plan that was approved when the bankruptcy judge in
Delaware signed a confirmation order on March 23.

According to the report, the plan gave senior noteholders a
projected 25% recovery on $255.9 million in claims.  General
unsecured creditors, owed $264.5 million, were told to expect a
13% recovery from the liquidating trust.  Holders of subordinated
claims got nothing.

                     About Green Field Energy

Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons.  The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

Roberta A. DeAngelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.

The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.  He
has retained The Hogan Firm as his counsel.


GREENSHIFT CORP: Delays First Quarter Form 10-Q
-----------------------------------------------
GreenShift Corporation filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2014.

"Our Quarterly Report on Form 10-Q could not be filed within the
required time because there was a delay in completing the
procedures necessary to close the books for the quarter," the
Company said in the filing.

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported a net loss of $4.43 million on $15.49 million
of total revenue for the year ended Dec. 31, 2013, as compared
with net income of $2.46 million on $14.51 million of total
revenue in 2012.  As of Dec. 31, 2013, the Company had $6.35
million in total assets, $49.07 million in total liabilities and a
$42.72 million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company could be subject to default of its
senior debt obligation in 2014 if a condition to a forbearance
agreement that is not within the Company's control is not
satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


GRIDWAY ENERGY: Gets Final Approval of $122 Million Loan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Glacial Energy Holdings Inc., a provider of electric
power and natural gas for residential and business customers, got
final authorization from the bankruptcy court on May 15 to take
out a $122 million loan to finance a reorganization pending in
U.S. Bankruptcy Court in Delaware.

According to the report, the new loan from Vantage Commodities
Financial Services I LLC repays existing debt and repurchases
accounts receivable sold before bankruptcy.  Secured debt owed to
Vantage and EDFT Trading North America LLC at the outset of
bankruptcy totaled $60 million, Bloomberg said, citing court
papers.

Before bankruptcy, Glacial Energy entered into a settlement
agreement with Vantage which resolves VCFS1's claims against the
Debtors under the Prepetition LES Agreement.  VCFS1 will receive
an allowed, secured claim of $27,113,000 in the Chapter 11 cases.
The Settlement Agreement further stipulates that VCFS1 will hold a
deficiency claim.

The Settlement Agreement also contains certain "milestone"
provisions that give VCFS1 and EDFT the right to terminate the
Settlement Agreement, among other things, (i) if the Court denies
the Debtors' motion for approval of the Settlement Agreement or if
an order approving the Settlement Agreement is not entered by May
8, 2014; (ii) if the Court denies the ISDA Assumption Motion or if
an order granting the ISDA Assumption Motion is not entered by May
8, 2014; (iii) if the Court denies the Debtors' motion seeking
approval of the DIP Financing, if an interim order approving the
DIP Financing is not entered by April 15, 2014, or if a final
order approving the DIP Financing is not entered by May 8, 2014;
(iv) if the Court denies the Sale Procedures Motion or if an order
approving the Sale Procedures is not entered by May 8, 2014; (v)
if the Sale Order is not entered by June 16, 2014; or (vi) if the
sale does not close by June 18, 2014.

                     About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors have tapped Patton Boggs LLP as counsel, Young,
Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

VCFSI is represented by Ingrid Bagby, Esq., and David E.
Kronenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, in New
York; and Jason Madron, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.


HARLAN LABORATORIES: Moody's Affirms Caa2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 Corporate Family
Rating of Harlan Laboratories, Inc. ("Harlan") and lowered the
Probability of Default Rating (PDR) to D-PD from Caa3-PD. Moody's
also withdrew the Caa2 rating on the senior secured term loan and
changed the outlook to stable from negative. The rating actions
follow the acquisition of Harlan by BPA Holdings, Inc. (doing
business as Huntingdon Life Sciences (not rated)) and the
termination of the $280 million senior secured term loan that
Moody's had rated. Concurrently, Harlan's lenders consented to
exchange their term loan for debt in the new, combined company.
The lowering of the PDR reflects Moody's view that this
transaction constitutes a distressed exchange.

Moody's will withdraw all ratings on Harlan shortly

Rating affirmed and to be withdrawn:

Corporate Family Rating, at Caa2

Rating lowered and to be withdrawn

Probability of Default Rating, to D-PD from Caa3-PD

Rating withdrawn:

Senior Secured Term Loan, at Caa2 (LGD 3, 30%)

The outlook was changed to stable from negative.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Harlan Laboratories, headquartered in Indianapolis, Indiana, is a
global provider of products and services used in discovery and
development research in the pharmaceutical, biotechnology,
agrochemical, industrial chemical, and food industries. The
company's businesses include research models and services (RMS),
including laboratory diets and bedding, and biomedical products
and pre-clinical contract research services (CRS), including
toxicology, environmental chemistry and pharmanalytics.


HARRIS LAND: First State Bank Withdraws Objection to Cash Use
-------------------------------------------------------------
First State Bank of Saint Robert, a secured creditor and party-in-
interest, has withdrawn its objection to Harris Land Development,
LLC's motion to use cash collateral.

According to the Bank, its counsel and the Debtor's counsel have
discussed adequate protection payments, and based upon the
representation of the Debtor's counsel, the Debtor will resume
adequate protection payments in the amounts set forth in the
promissory notes.

The Bank, in its objection, stated that it denies the right of
Debtor to use the funds, as proposed, if the Bank is not paid its
regular contractual payments.  The Bank asserts that it holds two
claims in the bankruptcy estate.  The rentals are proceeds of the
collateral pledged to the Bank and it is entitled to its
contractual payment as adequate protection in the amount of $1,322
for Loan No. 9160050 and $4,015 for Loan No. 9160052 plus proof of
insurance.

Meanwhile, Midwest Independent Bank, another creditor, objected to
any use by the Debtor of MIB's cash collateral.  According to MIB,
the Debtor has sought Court permission to spend MIB's cash
collateral; however the Debtor has not and cannot show the
pendency of immediate or irreparable harm, no provision for
appropriate and adequate protection to MIB, and most importantly,
no legal right, title, and interest in and to any of the rents
from the Properties subject to MIB's liens.

MIB noted that the Debtor is in default under the terms of the
loan documents and obligations owed to MIB, and all of the
obligations are due and payable due to the maturity of the Note.

MIB is represented by:

         Jonathan C. Browning, Esq.
         MARIEA, SIGMUND & BROWNING, L.L.C.
         305 East McCarty Street, Suite 300
         Jefferson City, MO 65101
         Tel: (573) 635-7699
         Fax: (573) 635-7425
         E-mail: jbrowning@msblawfirm.com

Harris sought authorization to use the rent proceeds from the real
property, which are encumbered by the mortgages and assignment of
rents of the Debtor's secured creditors.  Harris argued it needs
to use the rent proceeds to pay ordinary and necessary
postpetition operating expenses.  The Debtor also seeks to use
$12,500 of cash collateral as a retainer for co-counsel, Neil
Sader.

The Debtor is represented by:

         Ariel Weissberg, Esq.
         WEISSBERG AND ASSOCIATES, LTD.
         401 S. LaSalle St., Suite 403
         Chicago, IL 60605
         Tel: (312) 663-0004
         Fax: (312) 663-1514

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.).


HARRIS LAND: Balks at MIB's Bid for Case Dismissal or Conversion
----------------------------------------------------------------
Harris Land Development, LLC asked the Bankruptcy Court to deny
creditor Midwest Independent Bank's motion to:

     -- dismiss the Chapter 11 case, or
     -- convert it to one under Chapter 7 of the Bankruptcy Code.

The Debtor related that the Court must not dismiss or convert the
bankruptcy case or modify the automatic stay to allow MIB to
proceed with foreclosure in the State Court Action.  The Debtor
argued that granting of any relief to MIB pursuant to the motion
will prejudice the Debtor and the other creditors.

As reported in Troubled Company Reporter on May 14, 2014, MIB
asked the Bankruptcy Court to lift the automatic stay so it can
proceed with foreclosure and other enforcement action under
certain a prepetition loan agreement.  As of Jan. 15, 2014, the
amount owed by the Debtor for principal and interest is
$1,311,449.  The prepetition loan is secured by certain
properties.

MIB asserted that the Debtor cannot establish that the properties
securing its prepetition loan are essential to an effective
reorganization.  MIB tells the Court that the Debtor has failed to
perform under the plan confirmed in the 2010 case, and has failed
to make payments to MIB.  Any sale of the properties would have to
yield sufficient cash to repay the indebtedness owed to MIB, plus
other costs allowed for under the loan, and all closing costs,
commissions, title and escrow costs, before the Debtor could
realize any equity value in the properties, Jonathan C. Browning,
Esq. -- jbrowning@msblawfirm.com -- at Mariea, Sigmund, &
Browning, L.L.C., in Jefferson City, Missouri, asserts on behalf
of MIB.

                About Harris Land Development, LLC

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  According to the petition, the Debtor is represented by
Ariel Weissberg, Esq., at Weissberg & Associates, in Chicago,
Illinois.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.).


HARRIS LAND: Judge Wants New Counsel, Threatens to Dismiss Case
---------------------------------------------------------------
Court filings in the Chapter 11 case of Harris Land Development,
LLC indicate that Bankruptcy Judge Arthur B. Federman, who
oversees the case, has noted that in the Debtor's pending prior
case (Case No. 10-62322), Ariel Weissberg, Esq., of Chicago-based
Weissberg & Associates, originally represented the debtor, but
then withdrew, stating that "differences have arisen which make it
reasonably difficult to carry out . . . representation" of his
client.  Consequently, Judge Federman has not allowed Mr.
Weissberg to represent the Debtor in Case No. 14-60554.  Judge
Federman threatened that the case will be dismissed unless an
alternate counsel enters an appearance and files an application to
be employed.  Judge Federman also ordered Mr. Weissberg to return
to the Debtor the $25,000 retainer fee paid to him, less any
filing fee which might have been paid out of that fee.

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Edgar Springs, Missouri-based
company estimated $10 million to $50 million in total assets and
liabilities.  According to the petition, the Debtor is represented
by Ariel Weissberg, Esq., at Weissberg & Associates, in Chicago,
Illinois.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.).


HARRIS LAND: Creditors' Meeting on June 11; Schedules Filed
-----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in the
Chapter 11 case of Harris Land Development, LLC on June 11, 2014,
at 1:30 p.m.  The meeting will be held at Jury Assembly Room, 222
N. John Q Hammons Pkwy, Springfield, Missouri.

Harris Land Development has filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,473,000
  B. Personal Property               $61,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,377,340
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $147,587
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $582,375
                                 -----------      -----------
        Total                    $16,534,000      $11,107,302

A copy of the schedules is available for free at:

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

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Edgar Springs, Missouri-based
company estimated $10 million to $50 million in total assets and
liabilities.  According to the petition, the Debtor is represented
by Ariel Weissberg, Esq., at Weissberg & Associates, in Chicago,
Illinois.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.).


HEDWIN CORP: Auction Forces Fujimori Kogyo to Pay 36% More
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fujimori Kogyo Co. ended up the successful bidder for
Hedwin Corp., although an auction forced it to pay 36% more for
the Baltimore maker of industrial packaging.

According to the report, a sale to Fujimori was worked out prior
to the filing of bankruptcy at a price of $16.5 million.  The
intended buyer was to retain all workers, the report said.  At the
auction, Interplast Group Inc. offered $22 million, but Fujimori
won with a $22.2 million bid that included its $600,000 breakup
fee and $250,000 in expense reimbursement, the report related.

Ryan McDonald, writing for the Baltimore Business Journal, said
Judge Nancy V. Alquist on May 12 approved the sale of Hedwin's
assets to Fujimori pending the restructuring and redefining of a
few words in the sale order.  Judge Alquist, according to the news
agency, said she was satisfied with the quality and nature of
notices given to all parties associated with the sale.  The news
agency related that Intelplast Group did not protest the sale and
there were no objections from anyone in attendance at the court.
Charles S. Deutchman, Hedwin's restructuring officer, said he
expects the sale to close by the end of May, the news agency
further related.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

                           *     *     *

According to the docket, the deadline for filing proofs of claims
is on Aug. 5, 2014.  The deadline for filing governmental proofs
of claims is on Sept. 29, 2014.  The exclusive period to propose a
plan expires July 31, 2014.


HILCORP ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to positive from stable on Houston-based Hilcorp Energy I
L.P. and affirmed its 'BB' corporate credit rating and 'BB'
unsecured debt rating on the company.  The recovery ratings on the
company's senior unsecured notes remain unchanged at '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.

The positive outlook reflects the likelihood of an upgrade if
Hilcorp is successfully closes the acquisition of certain BP
assets in Alaska, bringing its reserve size to a level closer to
its 'BB+' rated peers, while keeping debt to EBITDA below 2x and
FFO to debt above 45% on average.  S&P expects Hilcorp's business
risk profile to benefit from this acquisition given the added
scale, diversity, and oil reserves it will bring.  At the same
time, S&P believes that Hilcorp could fund a portion of the
transaction with asset sales, which may negatively affect the
partnership's reserve profile.  Still, assuming the transaction is
fully financed by debt, S&P forecasts Hilcorp's leverage to remain
below 1.5x on average over the next three years, which is in line
with S&P's expectations for a 'BB+' rating.

"The positive outlook reflects the possibility of an upgrade if
Hilcorp's asset and production base increases to levels in line
with 'BB+' rated peers over the next 12 months and if we continue
to expect leverage to remain below 2x on a sustained basis," said
Standard & Poor's credit analyst Christine Besset.  "Such a
scenario is to likely occur if the acquisition of assets from
BP in Alaska closes successfully and if Hilcorp does not engage in
significant acquisition and divestiture activities in the
meantime."

S&P could revise the outlook to stable if it revised its forecasts
such that S&P no longer expected the partnership's reserves to
increase meaningfully or if S&P believed leverage could exceed 3x
on a sustained basis.


HOSTESS BRANDS: Apollo Taking Dividend After Bankruptcy Exit
------------------------------------------------------------
Matt Robinson, writing for Bloomberg News, reported that Apollo
Global Management LLC is planning to take a dividend from Hostess
Brands Inc. after buying the maker of Coffee Cakes and Twinkies
out of bankruptcy 14 months ago for $410 million.

Apollo and co-owner C. Dean Metropoulos & Co. are seeking $175
million from Hostess, the report said, citing a statement from
Standard & Poor's.  The payout won't affect the company's rating
of B- and will leave it with $40 million in cash and $60 million
in available credit, the report related.

                        About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HRK HOLDINGS: Has Until May 25 to Propose Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended until May 25, 2014, HRK Holdings, LLC, and HRK
Industries, LLC's time to file their Chapter 11 Plan and
explanatory Disclosure Statement.

ased in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.

HRK Holdings is selling real property assets to Allied Universal
Corp. and Mayo Fertilizer, Inc.  The Court allowed HRK and the
purchasers to enter into any modifications to the agreements
without need of further Court approval, provided that no
amendments will occur without prior consent of Regions Bank.


IMH FINANCIAL: Reports $3 Million Net Loss in First Quarter
-----------------------------------------------------------
IMH Financia Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3 million on $6.59 million of total revenue for the
three months ended March 31, 2014, as compared with a net loss of
$4.94 million on $1.85 million of total revenue for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $224.76
million in total assets, $121.75 million in total liabilities,
$5.28 million in fair value of puttable shares pursuant to legal
settlement, and $97.72 million in total stockholders' equity.

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

                        http://goo.gl/zv2qHO

                         About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

IMH Financial reported a net loss of $26.20 million in 2013, a net
loss of $32.19 million in 2012 and a net loss of $35.19 million in
2011.


IMPULSE LLC: "Love Night Club" Sold for $5MM
--------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., issued a supplement to his
oral decision at a hearing of May 14, 2014, granting the Motion
filed by Impulse LLC for an order authorizing the sale of the real
property located at 1350 Okie Street, N.E., Washington, DC, known
for purposes of assessment and taxation as Parcel 142/103, free
and clear of all liens, encumbrances and interests.

The Court conducted an initial hearing on the Sale on May 6 at
which time all interested parties had the opportunity to be heard
and present evidence.  A final hearing was held May 14.

The Sale Motion seeks approval of the proposed sale to 1350 Okie
Street L.L.C., the Successful Bidder.  Tranzon Fox conducted the
Auction of the Property on May 1, and the Successful Bidder
submitted a credit bid in the amount of $5,000,000, which was the
only bid at the Auction and, therefore, the highest bid.

At the hearing on May 6 to consider approval of the proposed Sale,
another potential bidder indicated an interest in bidding on the
Property and objections to the Sale were raised.  Upon the
agreement of the Debtor, the Successful Bidder and other parties,
the Court entered an order continuing the Auction to provide an
opportunity for interested parties to submit additional bids on
the Property until 5:00 p.m. on May 12. Notwithstanding the
continued Auction, no additional bids were received by the
deadline.

A copy of the Court's May 16, 2014 Supplemental Findings of Fact
and Conclusions of Law is available at http://tinyurl.com/nklj2gt
from Leagle.com.

                         About Impulse LLC

Impulse LLC filed a Chapter 11 petition (Bankr. D. D.C. Case No.
13-00791) on Dec. 27, 2013.  The Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities.  The largest
unsecured creditor is Eagle Bank with $6,800,000 in claims.

Bankruptcy Judge S. Martin Teel, Jr., oversees the case.  The
Debtor is represented by the Law Offices of Kim Y. Johnson.


INNOVATIVE COMMUNICATION: 3rd Cir. Tosses Dawn Prosser Appeal
-------------------------------------------------------------
The United States Court of Appeals, Third Circuit, affirmed
district court orders against Dawn Prosser relating to the
fraudulent transfer action brought against her by the Chapter 11
Trustee of the bankruptcy estates of Innovative Communication
Corporation ("New ICC"), Emerging Communications, Inc. ("ECI"),
and Innovative Communications Company, LLC ("ICC-LLC").  The
Orders are:

     (1) the order denying her motion to dismiss;
     (2) the order granting a new trial on Counts 1, 2, and 5;
     (3) the order entering judgment as a matter of law on
         Count 6; and
     (4) the order dismissing with prejudice Counts 1, 2, and 5.

The Third Circuit, however, denied the Chapter 11 Trustee's cross-
motio for dismissal of the appeal for lack of jurisdiction as it
relates to Counts 1, 2, and 5.

Dawn Prosser's husband, Jeffrey Prosser, was the owner and sole
member of ICC-LLC, which, in turn, owned New ICC, a company that
provided telephone, internet, and cable service to the U.S. Virgin
Islands and other Caribbean islands.  Jeffrey was also the CEO and
Chairman of the Board of New ICC.

In July 2006, Jeffrey filed a Chapter 11 bankruptcy petition. The
Bankruptcy Court later converted Jeffrey's case from Chapter 11 to
Chapter 7 and appointed James Carroll as the Trustee for Jeffrey's
estate.

In July 2007, various creditors filed an involuntary Chapter 11
bankruptcy petition against New ICC.  Stan Springel was appointed
the Trustee for the ICC Debtors' bankruptcy estates.

Mr. Carroll now serves as the Chapter 11 Trustee for the ICC
Debtors' bankruptcy estates.

In the several months leading up to the filing of the bankruptcy
petitions and after the petitions were filed, Jeffrey acquired,
directly and indirectly from the ICC Debtors, millions of dollars
of real and personal property, which he transferred to his wife.
In late 2007, Trustee Springel initiated an action seeking
turnover of the property to the ICC Debtors' bankruptcy estates.
Trustee Carroll subsequently intervened on behalf of Jeffrey's
bankruptcy estate.  The Trustees proceeded on the theory that
there had been no legal transfer of ownership of the property in
dispute so it belonged to the bankruptcy estates.

After the Turnover Action was filed, but before it was tried,
Trustee Springel and Trustee Carroll filed complaints against Dawn
in Bankruptcy Court, asserting that to the extent that she is the
owner of the property in dispute, she acquired ownership through
fraudulent transfers from the ICC Debtors.

The appellate case is, JAMES P. CARROLL, Liquidating Trustee Under
Reorganization Plan of Innovative Communications Company LLC, et
al., Confirmed Debtors, v. DAWN PROSSER, Appellant, No. 13-1324
(3rd Cir.).  A copy of the Third Circuit's May 16, 2014 Opinion is
available at http://tinyurl.com/pvrml5vfrom Leagle.com.

             About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection on July 31, 2006 (D.V.I. Case Nos. 06-30007 and
06-30008).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.

Mr. Prosser also filed for chapter 11 protection on July 31, 2006
(D.V.I. Case No. 06-10006).  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  On Oct. 3, 2007, the Prosser case
was converted to chapter 7 and James P. Carroll was ultimately
appointed the chapter 7 Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which holds an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.  Joseph Steinfeld, Jr.,
Esq., of Ask Financial, LLP, act as counsel to the Chapter 11
Trustee.

On Oct. 31, 2012, an Order was entered confirming the joint
liquidating plan of ICC-LLC, Emerging, and New ICC.


INTELLICELL BIOSCIENCES: Delays Form 10-Q for First Quarter
-----------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended March 31, 2014.  The Company said it was was not able to
obtain all information prior to filing date and management could
not complete the required financial statements and Management's
Discussion and Analysis of those financial statements by May 15,
2014.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.

                           Going Concern

"The financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for
the foreseeable future.  The Company has incurred losses since
inception resulting in an accumulated deficit of $48,903,450 and a
working capital deficit of $9,253,941 as of December 31, 2013,
respectively.  Further losses are anticipated in the continued
development of its business, raising substantial doubt about the
Company's ability to continue as a going concern.  The ability to
continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to obtain
the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  Management intends to finance operating costs over the next
twelve months with existing cash on hand and a private placement
of common stock or other debt or equity securities.  There can be
no assurance that we will be able to obtain further financing, do
so on reasonable terms, or do so on terms that would not
substantially dilute our current stockholders' equity interests in
us.  If we are unable to raise additional funds on a timely basis,
or at all, we probably will not be able to continue as a going
concern," the Company stated in the Annual Report for the year
ended Dec. 31, 2013.


IOWA GAMING: Proposes Quinn Emanuel as Bankruptcy Co-Counsel
------------------------------------------------------------
Iowa Gaming Company, LLC and the Belle of Sioux City, L.P., are
asking approval from the bankruptcy court to employ Quinn Emanuel
Urquhart & Sullivan, LLP as bankruptcy co-counsel, nunc pro tunc
to the Petition Date.

The Debtors believe that Quinn Emanuel is both well qualified and
uniquely able to represent them in these Chapter 11 Cases in an
efficient and effective manner.

Not only does Quinn Emanuel have extensive bankruptcy experience,
expertise, and resources, but Quinn Emanuel has also represented
the Debtors and their parent company, Penn National Gaming, Inc.
in prepetition litigation related to Debtor Belle's gaming
license.  This prepetition litigation ignited a chain of events
which ultimately caused the Debtors to file the Chapter 11 Cases.

Quinn Emanuel will charge for its legal services on an hourly
basis and in accordance with the hourly rates in effect on the
date on which the services are rendered.

Quinn Emanuel attorneys K. John Shaffer ($995 per hour), Eric D.
Winston ($935 per hour), and Rachel Appleton ($520 per hour), will
have primary responsibility for providing bankruptcy-related
services to the Debtors.  The firm's attorneys Christopher Tayback
($1,075 per hour) and Daniel Posner ($840 per hour) will have
primary responsibility for providing litigation-related services
to the Debtors. In addition, other Quinn Emanuel professionals and
paraprofessionals will provide services to the Debtors as is
necessary.

Quinn Emanuel's hourly rate for other attorneys and professionals
are:

         Position                   Hourly Rate
         --------                   -----------
         Partners                  $840 to $1,170
         Associates                $445 to $780
         Paraprofessionals             $300

Quinn Emanuel will also request, subject to the Court's approval,
reimbursement for all actual out-of-pocket expenses incurred by
Quinn Emanuel in the course of its representation of the Debtors.

In the year immediately preceding the Petition Date, Quinn Emanuel
received $2,112,016 in total compensation from the Debtors and, on
behalf of the Debtors, the Debtors' parent, Penn National.

Mr. Winston attests that Quinn Emanuel is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code, as
required by Section 327(a) of the Bankruptcy Code, and does not
hold or represent an interest adverse to the Debtors' estate.

                         About Iowa Gaming

Iowa Gaming Company, LLC, and Belle of Sioux City, L.P., sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 14-13904) in
Reading, Pennsylvania, on May 14, 2014 following a decision by the
Iowa Racing and Gaming Commission to close down Belle's casino by
July 2014.

Belle of Sioux City has owned and operated the Argosy riverboat
casino in Sioux City, Iowa since 1994.  Iowa Gaming is Belle's
general partner, and it is an indirect subsidiary of Penn National
Gaming, Inc.  Iowa Gaming and Penn manage Belle, and they operate
out of Penn's corporate offices located in Wyomissing,
Pennsylvania.

The Debtors have tapped Stevens & Lee, P.C. as counsel; Quinn
Emanuel Urquhart & Sullivan, LLP, as co-counsel; and Province,
Inc. as financial advisor.

Belle and Iowa Gaming each estimated at least $50 million in
assets and less than $10 million in liabilities.  According to
Belle's financial records, Belle has an intercompany receivable of
$47 million from Penn National.


IOWA GAMING: Proposes W&L as Litigation Co-Counsel
--------------------------------------------------
Iowa Gaming Company, LLC and the Belle of Sioux City, L.P., are
asking approval from the bankruptcy court to employ Weinhardt &
Logan, PC., as litigation co-counsel.

W&L has represented the Debtors since October 2012 in prepetition
litigation related to Belle's gaming license.

W&L is a litigation boutique firm based in Des Moines, Iowa that
employs five lawyers and two paraprofessionals.

Postpetition, W&L has agreed to, among other things, continue
assisting and advising the Debtors with respect to litigation
matters including and relating to the Debtors' prepetition
litigation in Iowa.

W&L will charge the Debtors for its legal services on an hourly
basis.  W&L attorneys Mark E. Weinhardt ($450 per hour) and
Danielle M. Shelton ($320 per hour) will have primary
responsibility for providing services to the Debtors.

To the best of the Debtors' knowledge, W&L is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code, and
does not hold or represent an interest adverse to the Debtors'
estate.

The firm can be reached at:

         WEINHARDT & LOGAN, PC.
         Mark E. Weinhardt, Esq.
         2600 Grand Ave,
         Des Moines, IA 50312
         Tel: (515) 244-3100

                         About Iowa Gaming

Iowa Gaming Company, LLC, and Belle of Sioux City, L.P., sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 14-13904) in
Reading, Pennsylvania, on May 14, 2014 following a decision by the
Iowa Racing and Gaming Commission to close down Belle's casino by
July 2014.

Belle of Sioux City has owned and operated the Argosy riverboat
casino in Sioux City, Iowa since 1994.  Iowa Gaming is Belle's
general partner, and it is an indirect subsidiary of Penn National
Gaming, Inc.  Iowa Gaming and Penn manage Belle, and they operate
out of Penn's corporate offices located in Wyomissing,
Pennsylvania.

The Debtors have tapped Stevens & Lee, P.C. as counsel; Quinn
Emanuel Urquhart & Sullivan, LLP, as co-counsel; and Province,
Inc. as financial advisor.

Belle and Iowa Gaming each estimated at least $50 million in
assets and less than $10 million in liabilities.  According to
Belle's financial records, Belle has an intercompany receivable of
$47 million from Penn National.


ISTAR FINANCIAL: Loomis Sayle Reports 11.8% Equity Stake
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Loomis Sayles & Co., L.P., disclosed that as of
March 31, 2013, it beneficially owned 11,418,778 shares of common
stock of iStar Financial Inc. representing 11.86 percent based on
96,305,605 shares of common stock outstanding.  A copy of the
regulatory filing is availabel for free at http://goo.gl/Y0OIRX

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

As of March 31, 2014, the Company had $5.48 billion in total
assets, $4.21 billion in total liabilities, $11.35 million in
redeemable noncontrolling interest and $1.26 billion in total
equity.

                            *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JACKSONVILLE BANCORP: Fires 16 of 100 Employees
-----------------------------------------------
Jacksonville Bancorp, Inc., holding company for The Jacksonville
Bank announced a reduction in workforce of 16 positions in the
Bank, or approximately 16 percent of the workforce.  This action
is occurring in order to better align the Company's and the Bank's
processes and procedures with the best industry practices and
standards.

Affected employees are being provided comprehensive severance
packages, which are expected to be paid in the third quarter.
Senior managers have implemented plans for all affected
departments to guarantee that business operations remain
uninterrupted and that the level of customer service is continued.

Kendall L. Spencer, president and CEO of the Company, stated,
"This reorganization will allow us to better leverage and align
the strengths and diversity of our entire Company.  We remain
committed to becoming a high performing community bank and will
continue to provide the exceptional service and array of products
our customers have come to enjoy and expect."

The restructuring does not affect executive officers or directors
of the Company, nor will it impact the number of branch locations
currently operated.  "We are confident that the new staffing
structure will put us in a better position to deliver shareholder
value while continuing to give our customers the service they
deserve," Spencer went on to say.

The Company estimates it will incur approximately $90,000 in total
restructuring expenses, consisting of severance benefits and other
employee-related costs.  The $90,000 in estimated costs is
expected to be recognized as a one-time charge in the second
quarter, the entirety of which will result in future cash
expenditures in the third quarter.

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million on $22.93 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss available to common shareholders of $43.04 million on $26.25
million of total interest income for the year ended Dec. 31, 2012.
The Company reported a net loss available to common shareholders
of $24.05 million in 2011.  The Company's balance sheet at
March 31, 2014, showed $496.77 million in total assets, $462.27
million in total liabilities and $34.50 million in total
shareholders' equity.


JAMES RIVER: Court Approves Hiring of Davis Polk as Counsel
-----------------------------------------------------------
James River Coal Company and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Virginia to employ Davis Polk & Wardwell LLP as
counsel, retroactive to Apr. 7, 2014 petition date.

The Debtors require Davis Polk to:

   (a) prepare on behalf of the Debtors all necessary or
       appropriate motions, applications, answers, orders, reports
       and other papers in connection with the administration of
       the Debtors' estates;

   (b) counsel the Debtors with regard to their rights and
       obligations as debtors in possession, and their powers and
       duties in the continued management and operations of their
       businesses and properties;

   (c) provide advice, representation and preparation of necessary
       documentation and pleadings and take all necessary or
       appropriate actions in connection with debt restructuring,
       statutory bankruptcy issues, post-petition financing,
       strategic transaction bidding procedures and asset sales,
       securities laws, real estate, employee benefits,
       environmental, business and commercial litigation, and
       corporate and tax matters;

   (d) take all necessary or appropriate actions to protect and
       preserve the Debtors' estates, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (e) take all necessary or appropriate actions in connection
       with any Chapter 11 plan, all related disclosure statements
       and all related documents, and such further actions as may
       be required in connection with the administration of
       the Debtors' estates; and

   (f) act as general bankruptcy counsel for the Debtors and
       perform all other necessary or appropriate legal services
       in connection with these chapter 11 cases.

Davis Polk will be paid at these hourly rates:

       Partners and Counsel       $870-$1,095
       Associates                 $325-$870
       Paraprofessionals          $195-$245

Davis Polk will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the petition date, Davis Polk received retainer payments
totaling $4,152,619.90.  As of the filing of these cases and after
the application of final prepetition charges, totaling
$3,466,516.94, Davis Polk held a retainer balance in the
approximate amount of $686,102.96 and was not a creditor of the
Debtors.

Brian M. Resnick, Esq., partner of Davis Polk 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.

Davis Polk can be reached at:

       Brian M. Resnick, Esq.
       DAVIS POLK & WARDWELL LLP
       450 Lexington Avenue
       New York, NY 10017
       Tel: (212) 450-4000
       Fax: (212) 607-7973

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.


JAMES RIVER: Court Okays Hiring of Hunton & Williams as Co-counsel
------------------------------------------------------------------
James River Coal Company and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Virginia to employ Hunton & Williams LLP as co-
counsel, effective Apr. 7, 2014 petition date.

The Debtors seek to retain Hunton & Williams to perform, among
others, these professional services for the Debtors in
coordination with Davis Polk:

   (a) perform all necessary services as the Debtors' Virginia
       bankruptcy co-counsel, including, without limitation,
       providing the Debtors with advice, representing the
       Debtors, and preparing necessary documents on behalf of
       the Debtors in the areas of restructuring and bankruptcy;

   (b) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their businesses and properties;

   (c) attend meetings and negotiate with creditors and other
       parties-in-interest;

   (d) take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors and representing the Debtors' interests in
       negotiations concerning all litigation in which the Debtors
       are involved, including objections to claims filed against
       the estates;

   (e) prepare, or coordinate preparation, on behalf of the
       Debtors of all motions, applications, answers, orders,
       reports and papers necessary to the administration of the
       Debtors' estates;

   (f) take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and confirmation
       of a plan of reorganization on behalf of the Debtors;

   (g) represent the Debtors in connection with any potential
       post-petition financing;

   (h) appear before the Court, any appellate courts and the
       U.S. Trustee and protect the interests of the Debtors'
       estates before those Courts and the U.S. Trustee; and

   (i) perform all other necessary legal services to the Debtors
       in connection with these chapter 11 cases as requested by
       the Debtors or by Davis Polk on behalf of the Debtors.

Hunton & Williams will be paid at these hourly rates:

       Tyler P. Brown, Partner            $695
       Henry P. Long, III, Associate      $475
       Justin F. Paget, Associate         $440
       Matthew A. Lambert, Paralegal      $205

Hunton & Williams will also be reimbursed for reasonable out-of-
pocket expenses incurred.

In connection with its engagement by the Debtors to perform the
Restructuring Services, the Debtors provided Hunton & Williams an
advance payment retainer in the amount of $125,000 as security for
the payment of all unpaid fees and expenses owed to Hunton &
Williams by the Debtors.

Tyler P. Brown, Esq., partner of Hunton & Williams 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.

Hunton & Williams can be reached at:

       Tyler P. Brown, Esq.
       HUNTON & WILLIAMS LLP
       Riverfront Plaza, East Tower
       951 East Byrd Street
       Richmond, VA 23219
       Tel: (804) 788-8200
       Fax: (804) 788-8218

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.


JAMES RIVER: Gets Court's Nod to Hire Perella Weinberg as Advisor
-----------------------------------------------------------------
James River Coal Company and its debtor-affiliates sought and
obtained authorization from the U.S. Bankruptcy Court for the
Eastern District of Virginia to employ Perella Weinberg Partners
LP as restructuring financial advisor, retroactive to Apr. 7, 2014
petition date.

Perella Weinberg will render these financial advisory and
restructuring services to the Debtors as necessary, appropriate
and feasible and as may be requested by the Debtors:

General Financial Advisory Services

   (a) become familiar with the business, operations, properties,
       financial condition and prospects of the Debtors;

   (b) review the Debtors' financial condition and outlook;

   (c) assist in the development of financial data and
       presentations to the Debtors' Board of Directors, various
       creditors, and other parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve such liquidity;

   (e) evaluate the Debtors' debt capacity and alternative capital
       structures;

   (f) advise the Debtors and negotiate with lenders with respect
       to potential waivers or amendments of various credit
       facilities; and

   (g) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation of
       any of the transactions contemplated by the Engagement
       Letter, as requested and mutually agreed.

Restructuring Services

   (a) analyze various Restructuring scenarios and the potential
       impact of these scenarios on the value of the Debtors and
       the recoveries of those stakeholders impacted by the
       Restructuring;

   (b) provide strategic advice with regard to restructuring or
       refinancing the Debtors' obligations, including a
       restructuring effected through a proceeding commenced
       pursuant to chapter 11 of the Bankruptcy Code;

   (c) provide financial advice and assistance to the Debtors in
       developing a Restructuring;

   (d) in connection therewith, provide financial advice and
       assistance to the Debtors in structuring any new securities
       to be issued under a Restructuring;

   (e) provide financial advice to the Debtors in structuring and
       effecting debt or equity financing for a plan of
       reorganization under chapter 11 of the Bankruptcy Code,
       identify potential debt or equity investors and, at the
       Debtors' request, contact and solicit such investors;

   (f) assist in the arranging of debt or equity financing for a
       plan of reorganization under chapter 11 of the Bankruptcy
       Code, including identifying potential sources of such debt
       or equity financing, assisting in the due diligence
       process, and negotiating the terms of any such proposed
       financing, as requested;

   (g) meet with James River's Board of Directors to discuss any
       proposed Restructuring, including its financial
       implications and provide such other assistance as the
       Debtors and Perella Weinberg from time-to-time agree;

   (h) assist the Debtors in negotiations with and related
       strategy concerning potential parties in interest,
       including any official committees appointed in these cases,
       the U.S. Trustee, current or prospective creditors, equity
       holders, suppliers, lenders, lessors or other claimants
       against the Debtors, in respect of the Restructuring or
       otherwise;

   (i) review financial related disclosures, including, in these
       cases, schedules of assets and liabilities, statements of
       financial affairs, monthly operating reports and
       information contained in any disclosure statement;

   (j) provide an expert financial analysis on the valuation of
       the Debtors as may be required by or requested by the
       Debtors in connection with the Restructuring;

   (k) assist with the review and analysis of executory contracts
       and leases, performance of cost/benefit evaluations with
       respect to the assumption or rejection of such contracts
       and leases and negotiation with counterparties in
       connection with such assumption or rejection;

   (l) assist in the analysis of, and negotiation with, material
       creditor claims in these cases;

   (m) provide testimony, as necessary or advisable, in connection
       with the foregoing; and

   (n) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation of
       the Restructuring and any of the other transactions
       contemplated by the Engagement Letter, as requested and
       mutually agreed.

Perella Weinberg will be paid in cash according to this fee
structure:

   -- The Debtors shall pay PWP a monthly advisory fee (the
      "Monthly Fee") of $150,000, with the first Monthly Fee paid
      on the Original Engagement Date by both parties and
      additional installments of such Monthly Fee payable in
      advance on each monthly anniversary of the Original
      Engagement Date, plus

   -- The Debtors shall pay Perella Weinberg an additional fee
      (the "Restructuring Fee") in the amount of (i) in the event
      the Debtors consummate a sale, consolidation, merger or
      joint venture, whether effected in a single transaction or a
      series of transactions, in which 50% or more of the voting
      power of the Debtors, or all or substantially all of their
      business or assets, are combined with or transferred to a
      third party or parties, (x) $1,250,000, payable upon the
      later of (1) such consummation and (2) the date on which the
      Bankruptcy Court approves the retention of PWP pursuant to
      the Engagement Letter plus (y) $1,250,000, payable upon the
      later of (1) emergence from chapter 11 pursuant to a plan
      confirmed in connection with any case or cases commenced by
      or against the Company under the Bankruptcy Code following
      such consummation and (2) the date on which the Bankruptcy
      Court approves the retention of Perella Weinberg pursuant to
      the Engagement Letter or (ii) in the event the Debtors
      emerge from chapter 11 pursuant to a plan of reorganization
      confirmed in connection with these chapter 11 cases and no
      Restructuring Fee is payable pursuant to the foregoing
      clause (i), $2,500,000, payable upon the later of (1)
      such emergence and (2) the date on which the Bankruptcy
      Court approves the retention of Perella Weinberg pursuant to
      the Engagement Letter; provided that any amount due under
      this subsection (b) shall be reduced by 50% of Monthly Fees
      paid to Perella Weinberg by the Debtors after nine (9) full
      months from the date of the Original Engagement Letter.

   -- Expense Reimbursements

      (i) In addition to the fees described above, the Debtors
      agree to promptly reimburse PWP for its reasonable, out-of-
      pocket, and documented expenses directly attributable to the
      Engagement (including, but not limited to, reasonable
      professional and legal fees and disbursements of Perella
      Weinberg's legal counsel not to exceed $20,000 without
      the Debtors' consent, such consent not to be unreasonably
      withheld, conditioned or delayed), any sales, use or similar
      taxes, travel and hotel expenses, printing costs, data
      processing and communication charges, research expenses and
      courier and postage services.

      (ii) Further, in connection with the reimbursement and
      contribution provisions set forth in the Engagement Letter
      and Annex A of the Engagement Letter (the "Indemnification
      Agreement"), the Debtors agree to reimburse each Indemnified
      Person for reasonable, documented and out-of-pocket expenses
      as they are incurred in connection with investigating,
      preparing, pursuing or defending any action, claim, suit,
      investigation or proceeding related to, arising out of or in
      connection with the Engagement, whether or not pending or
      threatened and whether or not any Indemnified Person is a
      party.

Joshua Scherer, partner of Perella Weinberg, 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.

Perella Weinberg can be reached at:

       Joshua Scherer
       PERELLA WEINBERG PARTNERS LP
       767 Fifth Avenue
       New York, NY 10153
       Tel: (212) 287-3200
       Fax: (2l2) 287-J20l

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors propose a May 22
deadline for preliminary indications of interest.


JEFFERSON, AL: Residents and Leaders Want Parts of Plan Removed
---------------------------------------------------------------
Robyn Sirmans, writing for Alabamas13.com, reported that a group
of residents and some local leaders are asking that certain parts
of Jefferson County's bankruptcy plan to be voided.

According to the report, the group has filed a federal lawsuit
against Jefferson County, upset over the sewer rate increase
included in the plan.  Sheila Tyson, Birmingham City Councilor,
told the news agency that the current bankruptcy plan places the
County's most vulnerable residents at risk.  Ms. Tyson added that
under the current plan, sewer rates will go up 450% over the next
30 to 40 years, the news agency added.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.

On Aug. 7, 2013, the Court approved the disclosure statement
explaining the Chapter 9 Plan of Adjustment for Jefferson County,
Alabama (Dated July 29, 2013).


KEYPOINT GOVERNMENT: S&P Revises Outlook & Affirms 'B' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Loveland, Colo.-based KeyPoint Government Solutions Inc. to stable
from negative, and affirmed its 'B' corporate credit rating.

Concurrently, S&P raised its senior secured debt rating to 'B+'
from 'B' and revised its recovery rating to '2' from '3',
indicating S&P's expectation for substantial (70% to 90%) recovery
for noteholders in the event of a payment default.  The revision
is because of debt repayment.

"The outlook revision to stable from negative reflects our view
that KeyPoint could sustain its current level of profitability in
2014 and 2015 based on increased business from the U.S. Office of
Personnel Management," said Standard & Poor's credit analyst
Rodney Olivero.  "It also incorporates our assumption that the
company will maintain its position as the second-largest
contractor providing field investigation services to the OPM under
a five-year contract, and gain modest market share from
competitors that have had missteps in the space.  In addition, we
do not believe its business will suffer disruptions from
government budget constraints over the next year.  The company's
credit metrics have strengthened as a result of its improved
profitability and debt repayment.  Its leverage has declined to
4.2x in 2013 from 5.8x in 2012.  We forecast credit metrics will
modestly strengthen in 2014."

Standard & Poor's ratings on KeyPoint are based on its assessment
that it will maintain a "weak" business risk profile and a "highly
leveraged" financial risk profile because of its weak credit
metrics and S&P's belief its financial policy will remain
aggressive as it has a history of debt-financed distributions to
owners.


KRONOS WORLDWIDE: Fitch Affirms 'BB-' IDR; Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer-Default Ratings (IDR) for
Kronos Worldwide, Inc. (NYSE: KRO) and its wholly owned
subsidiary, Kronos International, Inc., at 'BB-'.

The Ratings Outlook has been revised to Stable from Negative.  The
company has a solid liquidity position, the TiO2 market seems to
have stabilized, and Kronos should be able to generate neutral
free cash flow.

KEY RATINGS DRIVERS

Fitch's ratings reflect the company's solid market position (Top 5
globally) in the titanium dioxide (TiO2) industry, solid liquidity
and modest debt levels combined with earnings volatility in the
TiO2 industry.

TiO2 is used in pigments to provide whiteness, brightness, opacity
and durability.  The industry is fairly concentrated with about
60% of the global market accounted for by the top five
manufacturers.  The titanium feedstock industry is also highly
concentrated with the top three producers accounting for about 63%
of supply.

The TiO2 market is subject to volatile stocking and de-stocking
trends as customers substitute lower quality pigments when prices
rise beyond their ability to pass through.  TiO2 producers tend to
produce at capacity while prices are rising and then need to
curtail production and drop prices to move inventory when pricing
overshoots.  The industry has been in a destocking phase which
seems to have ended. In particular, Kronos Worldwide operated at
90% capacity utilization in the first quarter of 2014 versus 86%
in 2013, 85% in 2012 and 100% in 2011.  The resolution of the
lock-out in Canada (from June 2013 and February 2014) should allow
operations to produce at higher capacity for the rest of in 2014.

Solid Liquidity

At March 31, 2014, cash on hand was $179 million of which, less
than $55 million was held by non-U.S. subsidiaries.  The $125
million, five year, asset based revolver at Kronos Worldwide is
secured by receivables and inventory in North America.  The
facility has a 1:1 minimum fixed charge covenant at such times as
availability is less than 10% but no other maintenance financial
covenants.  At March 31, 2014, the facility was undrawn and $107
million was available. The facility matures in June 2017.

The Euro120 million revolver is secured by the accounts receivable
and inventory of the borrowers (European operating subsidiaries of
Kronos International).  The facility currently expires in
September 2017 and has a net secured debt to EBITDA maximum
covenant of 0.7x and Net debt to Equity minimum covenant of 0.50
to 1 which is calculated at the operating subsidiary level.  The
company received a waiver in December 2013 for the period through
June 2014 to allow borrowing based on minimum EBITDA levels.  At
March 31, 2014, the facility was undrawn and Euro90 million of the
facility was available.  The company expects to be in compliance
with the financial covenants at June 30, 2014.  The facility tends
to be drawn seasonally with borrowings repaid in the third
quarter.

The company guides to 2014 capital expenditures of $68 million and
Fitch expects dividends to be $69.5 million in 2014.  Free cash
flow for the latest 12 months ended (LTM) March 31, 2014, was $33
million.  Scheduled debt maturities through 2019 are largely
comprised of the $3.5 million in aggregate per year due under the
term loan.

Expectations

Fitch expects operating EBITDA to be at least $170 million in 2014
compared to LTM March 31, 2014 operating EBITDA of $49 million.
Fitch also expects free cash flow after capital expenditure but
before dividends to be positive.  Fitch expects Kronos Worldwide
to maintain dividends at the $69.5 million level while the company
has excess cash on the balance sheet and availability under its
covenants.

Fitch expects Kronos Worldwide Total Debt/EBITDA to drop below
2.5x by the end of 2014. The Stable Outlook reflects Fitch's
expectation that EBITDA returns to at least $150 million per annum
with neutral free cash flow after capital expenditures and
dividends on average.

RATING SENSITIVITIES

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Expectation of sustained total debt to EBITDA above 3x.
-- Liquidity (cash and undrawn credit facilities) less than $200
   million.
-- Cash less than $50 million.
-- Negative free cash flow after capital expenditures and
   dividends on average.

Positive: Not anticipated over the next 12 months.

Fitch has affirms the following ratings:

Kronos Worldwide, Inc.

-- IDR at 'BB-';
-- ABL Revolver at 'BB+'; and
-- Senior Secured Term Loan at 'BB-'.

Kronos International, Inc.:

-- IDR at 'BB-'
-- Senior secured revolving credit facility at 'BB+'

The Rating Outlook is Stable.


LHP HOSPITAL: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on LHP Hospital Group Inc. on
CreditWatch with negative implications.

"The CreditWatch placement primarily reflects the company's
financial performance and cash flow that have been behind our
expectations and inconclusive plans to remediate its loss-making
hospitals," said credit analyst David Peknay.  "While we expected
certain factors such as hospital start-up costs to contribute to a
cash flow deficit in 2013, the actual deficit is about $20 million
larger than our estimate."

S&P will evaluate the underlying issues causing LHP's weak
performance as well as the prospects for its hospital portfolio,
including management's efforts to improve operating and financial
performance as well as liquidity.  In addition, S&P will review
the company's corporate strategy with regard to possible changes
to the portfolio that may include divestitures and/or
acquisitions.

S&P will lower the rating if it do not see a path for the
company's improvement to a level such that the company's credit
measures, cash flow, and liquidity are more reflective of the
current rating.  S&P's rating already incorporates its view of the
company's "vulnerable" business risk profile.


LONGVIEW POWER: Withdrawal of District Court Mediation Urged
------------------------------------------------------------
Delaware Magistrate Judge Mary Pat Thynge has recommended that the
matter, Kvaerner North American Construction Inc., Appellant, v.
Longview Power LLC, et al., Appellees, be withdrawn from mandatory
referral for mediation.  She said mediation on the would be
duplicative of the current mediation proceedings in bankruptcy
court, and mediation in the District court would not be a
productive exercise, a worthwhile use of judicial resources nor
warrant the expense of the process.

"The appellate parties and certain other non-appellate parties
have been engaged in an arbitration proceeding for nearly three
years arising from the design, construction, commissioning and
operation of the plant owned by Longview, the chapter 11 debtor in
the bankruptcy case. After filing for chapter 11 protection,
Longview sought bankruptcy court approval of the terms of a
settlement agreement with Foster Wheeler which effects a global
resolution of all issues between them. The bankrutpcy court
entered an order approving the settlement over the objection of
Appellant Kvaerner, which lead to the present appeal."

"Presently the appellate parties and others, who are not parties
to the appeal, but who are essential to efforts to reach
resolution, are currently engaged in ongoing bankruptcy court
approved mediation regarding various disputes between them. The
subject matter of the bankruptcy court ordered mediation is
broader than, but inclusive of the issues on appeal, and involves
disputes at issue in the arbitration, the bankruptcy proceedings,
and two related adversary proceedings pending in the bankruptcy
court," the magistrate judge said.

The parties are presently in negotiations to resolve the matter
and other related issues.

A copy of the Magistrate Judge's Recommendation is available at
http://tinyurl.com/lwj6pwrfrom Leagle.com.

Longview Power LLC, et al., are represented in the dispute by
Daniel J. DeFranceschi, Esq., Marisa Alessandra Terranova, Esq.,
Paul N. Heath, Esq., and Zachary I. Shapiro, Esq., at Richards,
Layton & Finger, PA.

Kvaerner North American Construction Inc., is represented by Eric
L. Schnabel, Esq., Alessandra Glorioso, Esq., and Robert W.
Mallard, Esq., at Dorsey & Whitney (Delaware) LLP.

Foster Wheeler North America Corporation is represented by William
P. Bowden, Esq., and Karen B. Skomorucha Owens, Esq., at Ashby &
Geddes.

                      About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LONG BEACH MEDICAL: 2 Buyers Take Hospital & Nursing Home
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Long Beach Medical Center, a 162-bed acute-care
hospital whose operations were halted by Hurricane Sandy in 2012,
was sold at auction to two buyers.

According to the report, South Nassau Communities Hospital
originally offered $21 million for both the hospital and the
affiliated 200-bed Komanoff nursing home. It turned out that
selling the two facilities separately generated the biggest
payoff.

The report relates that South Nassau still won the hospital
auction with a bid of $10.25 million, plus the assumption of
$1 million in employee liabilities.  South Nassau will sell the
hospital's equipment and guarantee Long Beach at least $500,000.

The nursing home went to several individuals for $15.6 million,
plus assumption of employee liabilities and as much as $1.1
million in known or unknown health-care program debt.

As a breakup fee, South Nassau receives $450,000 and repayment of
as much as $4.5 million in loans it made to finance the Chapter 11
case.

                   About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.


LONGVIEW POWER: Takes a Second Shot at Its Chapter 11 Plan
----------------------------------------------------------
Tom Corrigan, writing for LBO Wire, reported that Longview Power
LLC, a West Virginia power plant that cost more than $2 billion to
build, is again trying to reach a deal with creditors and
ultimately exit Chapter 11 bankruptcy protection.

According to the report, the Maidsville, W.Va., facility was
launched with $1 billion from First Reserve Corp., an energy-
focused firm in Greenwich, Conn., and with other loans.  The plant
employs about 650 people, the report said.

                      About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


MAXIMUS HOLDINGS: S&P Assigns 'B-' CCR & Rates $305MM Loan 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned a 'B-'
corporate credit rating to Maximus Holdings Inc.  The outlook is
stable.

At the same time, S&P assigned a 'B' issue-level rating with a
recovery rating of '2' to Newport Beach, Calif.-based subsidiary
MSC Software Corp.'s proposed $305 million senior secured first-
lien term loan due 2020 and $10.0 million revolving credit
facility due 2019.  S&P also assigned a 'CCC' issue-level rating
with a recovery rating of '6' to the proposed $120 million senior
secured second-lien term loan due 2021.

The rating on Maximus reflects S&P's view of the company's "weak"
business risk and "highly leveraged" financial risk profiles, as
defined in S&P's criteria.

The rating on MSC's debt issues reflects Maximus's business and
financial risk profile assessments. MSC develops and provides
software that enables engineers to validate and optimize designs
using virtual prototypes, thereby improving quality, saving costs,
and speeding time to market.

"Although the company's products are used in a broad array of
industries, the core auto and aerospace and defense markets
account for nearly 60% of the $220 million in revenues," said
Standard & Poor's credit analyst Jacob Schlanger.

S&P expects debt leverage to slowly drop, reflecting ongoing free
cash flow generation and EBITDA growth, but it will still exceed
10x for the intermediate term.

The stable outlook reflects S&P's expectation that MSC will
maintain adequate liquidity.  S&P do not foresee raising the
rating given the company's financial sponsorship, which likely
precludes a sustained deleveraging in the near term.  Over the
intermediate to longer term, if leverage were to drop below 7.5x
S&P could raise the rating.

S&P could lower the rating if competitive pressures were to result
in declining profitability and margin compression such that the
company would have less than adequate liquidity to support its
operations.


MFM INDUSTRIES: Court OKs "As-Is" Purchase Agreement with Garb Oil
------------------------------------------------------------------
On May 13, 2014 the United States Bankruptcy Court for the
District of Delaware approved the Company's $509,900 "As-Is" Asset
Purchase Agreement with MFM Industries, Inc. for an industrial
manufacturing property and remaining equipment that includes a
51,379 square foot warehouse and a 7,600 square foot covered wet
shed for storing raw materials for the manufacturing process.  The
industrial manufacturing site is located in Reddick, Florida on
10.28 acres of land for the Company's previously announced wood
pellet manufacturing and excess electricity operation.  Some of
the manufacturing equipment and infrastructure that remains on the
site from MFM Industries' closed cat litter operation meets most
of the Company's needs to manufacture wood pellets.  The purchase
closing is set to be on or before June 30th.

The Company has retained the investor relations firm of Pacific
Equity Alliance LLC to perform direct investor relations services.
The President of Pacific Equity, Zachary R. Logan, states "Our
firm is thrilled to be working in tandem with Garb Oil & Power.
After careful due diligence and consideration from management we
feel GARB has tremendous future growth in fundamental developments
and upside potential moving forward.  Our team welcomes any and
every shareholder of GARB to contact myself or any one of our
representatives on behalf of the Company." Their investor
relations contact information is detailed below under "Investor
Relations Contacts:".

                About Garb Oil & Power Corporation

Garb Oil & Power Corporation (otc pink:GARB) (pinksheets:GARB) has
a long company history in the fast growing industry of waste
recycling and specifically related to waste-to-energy.  Garb is
organized to utilize both next-generation machines and new
technologies, including those contributed to the Company by the
Burda Families, to vertically integrate into the waste refinement,
recycling and energy industries.  In addition to selling new
tires, shredders and related recycling equipment, the Company's
emphasis is for its own plants to produce profitable new and
"green" solutions for waste-to-energy including the potential use
of hemp, alternate energy sources, fuel enhancements, recycle fuel
operations that utilize the fuel enhancement products, new
equipment technologies that improve energy usage efficiency and
utilizing recycled material in producing both useful and desirable
products including wood pellets and medical marijuana
paraphernalia.

                    About MFM Industries, Inc.

Headquartered in Ocala, Florida, MFM Industries, Inc. manufactures
and supplies cat litter products under the brands including Cedar
Fresh Ultra, Cedar Fresh Flushable, and Cedar Fresh Traditional.


MI PUEBLO: Wins Approval of Reorganization Plan
-----------------------------------------------
Sue Dremann, writing for Palo Alto Weekly, reports the attorney
for Mi Pueblo, Robert Harris, has confirmed that the supermarket
chain owner received approval of its amended Chapter 11 bankruptcy
reorganization plan at a hearing May 14.

According to the report, Mr. Harris said:

     -- The plan allows the grocer to continue operating after
        it settled its financial differences with all but three
        of 29 creditors that had opposed the plan.

     -- The company could exit bankruptcy in the next few weeks
        to a month and will operate with normalized relationships
        with investors and suppliers.

     -- Victory Park Capitol Advisors LLC will own 50% of the
        Company.

     -- No stores are expected to close.

     -- under the Plan, vendors entered into a minimum three-year
        trade credit plan where they agree to continue to supply
        goods.

     -- Mi Pueblo paid off its undisclosed debt to Wells Fargo
        Bank and transferred certain assets from Cha Cha
        Enterprises to Mi Pueblo, including its check-cashing
        business.

Mr. Harris added that if Judge Arthur Weissbrodt had not accepted
the plan, Mi Pueblo would have been forced to sell its assets.

The report noted that three entities have not signed off on the
plan: United States Trustee, Pacific Gas and Electric and NUCP
Turlock, Inc.  The latter company filed an amended objection to
the plan claiming $11.5 million in damages after termination of a
written lease for a 35,000-square-foot commercial property. But Mi
Pueblo argues the claim exceeds the $1.3 million maximum that is
allowable under bankruptcy code, according to court documents. The
hearing will take place on June 10.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., a chain of 21 Hispanic grocery stores,
filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893)
in San Jose, on July 22, 2013.  An affiliate, Cha Cha Enterprises,
LLC, the real estate and check-cashing arm, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  In its
amended schedules, Mi Pueblo disclosed $61,577,296 in assets and
$68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MICHAEL BROUSSARD: Wins Confirmation of Chapter 11 Plan
-------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier issued his Findings of Fact
confirming the Chapter 11 Plan of Reorganization filed by debtors
Michael Broussard and Deborah Broussard.

After obtaining Court approval, the Debtors' Second Amended
Disclosure Statement was circulated and all creditors were
provided ballots to vote upon the Debtors' plan.  On May 14, 2014,
the hearing to address confirmation of the Debtors' Second Amended
Chapter 11 Plan came before the Court.  At the Hearing, the
Debtors appeared pro se, Armand Howell and Bradley Carr appeared
on behalf of Bank of America, N.A., and Laurie Cayton appeared on
behalf of the United States Trustee.

At the Hearing, the Court was presented with a document dated May
9, 2014 captioned "Stipulation Determining Secured Status of Lien
of Bank of America, N.A., and Determining Plan Treatment of Class
3(d) Claim."  The Stipulation provided for specific of Bank's
claim. The Stipulation also provided that Bank withdraw its
objection to the Plan and vote in favor of the Plan.

With the affirmative vote of Bank in favor of the Debtors' Plan,
the Court finds that all classes have either voted to accept the
Plan or are deemed to have accepted the Plan.  In addition, the
Court finds that the Debtors' Plan meets the confirmation
requirements.

A copy of Judge Mosier's May 15, 2014 Findings of Fact is
available at http://tinyurl.com/loekf7tfrom Leagle.com.

The Broussards filed a voluntary Chapter 11 petition (Bankr. D.
Utah Case No. 12-28736) on July 6, 2012.


MMODAL INC: Scores Tentative OK For Ch. 11 Deal To Slash Debt
-------------------------------------------------------------
Law360 reported that the JPMorgan Chase & Co. private equity arm-
affiliated medical transcription technology company M*Modal Inc.
received a New York bankruptcy judge's preliminary approval of its
proposal to reduce its debt by 55 percent despite concerns from
the judge surrounding the payment of attorneys' and financial
advisers' fees.

The plan support agreement was entered among the Debtors, holders
of more than 66% of claims under the prepetition credit agreement,
and holders of more than 66% of claims under an indenture.  An
integral part of the PSA is the secured lenders' commitment to
provide the Debtors with a $30 million DIP Facility and the
consensual use of cash collateral.  The PSA also serves as the
backbone of the Plan currently on file with the Court.  The PSA
provides that the Plan will leave priority claims and secured
claims, other the the First Lien Credit Agreement claims,
unimpaired.  The Plan will establish a Convenience Class for
general unsecured claims up to and including $100,000, which
claims will be paid in full and in cash.  Existing equity in
MModal Holdings, Inc., will be cancelled and not receive any
distributions under the Plan.  The PSA proposes to cut the
Debtors' debt by more than $350 million, or 55%.

According to Law360, attorneys for the company presented U.S.
Bankruptcy Judge Robert E. Grossman with a slightly modified
version of the proposal in court.  The updated agreement, Law360
said, would allow certain holders of approximately $12 million or
$13 million in aggregate claims who were set to receive nothing to
be paid in full if their claims are less than $125,000.  If their
claims are higher than $125,000, they can choose to reduce their
claims to below that amount and be paid the lower amount or accept
equity warrants in the reorganized entity, the report added.

Though the plan had the support of lenders and the official
committee of unsecured creditors, Judge Grossman and the U.S.
Trustee's office were wary of the $1.8 million in fees that would
be paid once the PSA order goes into effect to counsel for the
prepetition secured lenders, Latham & Watkins LLP, and counsel for
the consenting noteholders, Akin Gump Strauss Hauer & Feld LLP,
Law360 related.  Judge Grossman agreed to reopen the hearing in a
later date if any of the parties to the deal back out.

                         About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MOBIVITY HOLDINGS: Incurs $1.7 Million Net Loss in First Quarter
----------------------------------------------------------------
Mobivity Holdings Corp.filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss of $1.76
million on $903,215 of revenues for the three months ended
March 31, 2014, as compared with a net loss of $2.42 million on
$1.02 million of revenues for the same period in 2013.

As of March 31, 2014, the Company had $13.96 million in total
assets, $3.77 million in total liabilities and $10.18 million in
total stockholders' equity.

"...[W]e believe we have working capital on hand to fund our
current level of operations through, at least, the next 12 months.
However, there can be no assurance that we will not require
additional capital within the next 12 months.  If we require
additional capital, we will seek to obtain additional working
capital through the sale of our securities and, if available, bank
lines of credit.  However, there can be no assurance we will be
able to obtain access to capital as and when needed and, if so,
the terms of any available financing may not be subject to
commercially reasonable terms," the Company stated in the Report.

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

                       http://goo.gl/MxjuRi

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $16.75 million in 2013,
a net loss of $7.33 million in 2012 and a net loss of
$16.31 million in 2011.


MOMENTIVE PERFORMANCE: S&P Assigns 'BB-' Rating to $300MM Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its point-in-time
'BB-' rating to Momentive Performance Materials USA Inc.'s "new
money" $300 million DIP term loan facility due the earlier of
April 2015 or the effective date of the company's plan of
reorganization. Since the DIP term loan facility rating is a
point-in-time rating, it is effective only for the date of this
report, and S&P will not review, modify, or provide ongoing
surveillance of the rating.

The rating is established using S&P's global corporate criteria.

Under this approach, S&P has assessed the credit risk of the DIP
loan by evaluating:

   -- The likelihood a company will be able to successfully
      reorganize and emerge from bankruptcy as a going concern and
      be able to attract sufficient exit financing to fully repay
      the DIP financing at emergence.

   -- This evaluation forms the anchor for the DIP issue rating.

   -- The potential for a company to repay the DIP financing
      through the liquidation of assets, assuming it is unable to
      successfully reorganize and emerge from bankruptcy.  S&P
      assumes DIP financing is sufficiently over-collateralized to
      be fully repaid in a liquidation analysis and may benefit
      from a one- or two-notch enhancement over the anchor score,
      depending on S&P's estimated level of coverage.

"Taken together, a DIP issue rating captures our analytical
assessment of the viability (reorganizability) of a company's
business and the amount of the DIP obligation relative to the
company's value--both as a reorganized entity and on a liquidation
basis," said Standard & Poor's credit analyst Cynthia Werneth.

Key elements of S&P's assessment of the company's ability to
reorganize and fully repay the DIP loan at emergence include:

   -- Its assessment of MPM's restructuring requirements and
      challenges;

   -- The company's business position and outlook;

   -- The adequacy of its liquidity during bankruptcy; and

   -- The extent to which MPM's going-concern value exceeds the
      expected DIP loan exposure.

This analysis includes, among other things, a review of the senior
secured DIP and exit ABL credit agreement dated April 15, 2014,
the senior secured DIP term loan credit agreement dated April 15,
2014, the interim order issued by the U.S Bankruptcy Court dated
April 14, 2014, and the company's cash flow forecasts.  The DIP
term loan credit agreements do not allow the debtors or obligate
the lenders to convert the DIP loan to an exit financing; however,
S&P notes the DIP ABL credit agreement allows the company to
convert this facility to a five-year exit facility only upon
certain conditions being met.

The DIP financing is important to MPM since it will allow the
company to roll up letters of credit for counterparties during the
pendency of the bankruptcy as well as for liquidity purposes in
order for MPM to meet operating and capital needs during
bankruptcy.


MOMENTIVE SPECIALTY: Files Form 10-Q, Incurs $27MM Net Loss in Q1
-----------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $27 million on $1.29 billion of net sales
for the three months ended March 31, 2014, as compared with a net
loss of $4 million on $1.19 billion of net sales for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.95
billion in total assets, $5.05 billion in total liabilities and a
$2.10 billion total deficit.

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

                        http://goo.gl/K4kXVx

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported a net loss of $634 million in 2013,
as compared with net income of $346 million in 2012.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.

As reported by the TCR on May 5, 2014, Moody's Investors Service
affirmed Momentive Specialty Chemicals Inc's (MSC) corporate
family rating (CFR) at B3 but changed the ratings outlook to
negative due to weak credit metrics and the expectation that
credit metrics will not return to levels fully supportive of the
B3 Corporate Family Rating in 2014.


MOUNT OLIVE: Court Rules on VWI Bid to Recharacterize Claims
------------------------------------------------------------
Bankruptcy Judge Judith H. Wizmur granted, in part, and denied, in
part the requests of VWI Properties, LLC -- the prepetition
purchaser of the secured debt associated with Mount Olive
Hospitality, LLC's hotel property -- challenging the validity of
several unsecured claims allegedly held by various promissory note
holders totaling over $4 million on several grounds, and seeking
to recharacterize the claims as equity contributions rather than
as debt.  VWI contends the note holders are all insiders of the
debtor and thus are ineligible to vote on the confirmation of the
debtor's proposed Chapter 11 plan.  VWI also seeks leave to file
avoidance actions on behalf of the bankruptcy estate and seeks
leave to object to the inclusion of hotel trade debt as claims
against the bankruptcy estate.

According to Judge Wizmur, VWI's challenge to the various claims
included by the debtor in its schedules will be granted in part
and denied in part.  VWI has successfully rebutted the prima facie
validity of the scheduled claims and shifted the burden to the
individual claimants.  Focusing on the individual circumstances of
each claim, Judge Wizmur made these rulings:

   Claimant                  Amount     Objection
   --------                  ------     ---------
Pravin Modi              $70,616.57     Sustained
Amit Shah               $175,611.24     Sustained
Gungor James Deringer   $220,177.69     Sustained
Palash Gupta            $148,186.30     Overruled
Jigar Patel, Inc.        $26,294.52     Sustained
Rajesh Patel            $832,446.37     Sustained
Tushar Patel            $638,339.68     Sustained
Mehul Patel             $703,892.44     Overruled
Kanor Patel             $600,804.03     Overruled
Mayank Patel            $436,941.17     Sustained
Prakash Patel            $62,342.47     Sustained
Shiv Sanwal             $133,069.03     Sustained
Rambhai Patel           $280,000.00     Sustained
                         $51,045.00     Overruled

Judge Wizmur ruled that VWI Properties' motion to designate the
challenged claimants as insiders is denied.  VWI's motion for
authority to challenge the inclusion of the trade debt in the
debtor's schedules is granted.

VWI's pending motion seeking leave to file avoidance actions on
behalf of the bankruptcy estate was not addressed, and the motion
will be left for subsequent resolution.

A copy of Judge Wizmur's May 16 Opinion is available at
http://tinyurl.com/lgkuyllfrom Leagle.com.

The Debtor is represented by:

     Daniel P. Bernstein, Esq.
     John Calzaretto, Esq.
     CALZARETTO & BERNSTEIN, LLC
     459 Route 38 West
     Maple Shade, NJ 08052

Counsel for Northstar Mt. Olive LLC is:

     Lawrence McMichael, Esq.
     Peter C. Hughes, Esq.
     DILWORTH PAXSON LLP
     1500 Market St. 3500E
     Philadelphia, PA 19102
     Tel: (215) 575-7268
          (215) 575-7083 (Direct)
     Fax: (215) 575-7200
     E-mail: lmcmichael@dilworthlaw.com
             phughes@dilworthlaw.com

Counsel for VWI Properties, LLC, is:

     Mark D. Pfeiffer, Esq.
     BUCHANAN INGERSOLL
     Two Liberty Place
     50 S. 16th Street, Suite 3200
     Philadelphia, PA 19102-2555
     Tel: 215 665 3921
     Fax: 215 665 8760
     E-mail: mark.pfeiffer@bipc.com

Ashwin Patel et al. is represented by Joseph Vaccaro, Esq., in
Philadelphia, PA.

                  About Mount Olive Hospitality

Mount Olive Hospitality LLC, based in Bellmawr, New Jersey, filed
for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 12-32781) on
Sept. 17, 2012, in Camden.  Judge Judith H. Wizmur presides over
the case.  Daniel P. Bernstein, Esq., at Calzaretto & Bernstein,
LLC, serves as the Debtor's bankruptcy counsel.  Mount Olive
Hospitality listed $1 million to $10 million in both assets and
debts.  The petition was signed by Anil Patel, managing member.

Mount Olive Hospitality was formed as a vehicle for hotel property
ownership on or about Dec. 17, 2007.  Anil Patel and Manish Patel
are the two major principals of the company, each presently
holding roughly a 37.5% interest in the debtor.  Mount Olive is
affiliated with the Northstar Group, a group of entities
principally owned and controlled by Anil and Manish, which owns
and operates several hotels.

After struggling to operate as a Wyndham Garden Hotel, Mount Olive
elected to convert its property to a Holiday Inn franchise.

The Debtor sought bankruptcy protection to halt attempts by Roma
Bank to foreclose on the property.  The Debtor borrowed $6,375,000
for the acquisition of the property, and an additional $1,000,000
for renovations from Roma Bank.  The Debtor defaulted in March
2011, prompting Roma to commence a foreclosure action in the New
Jersey Superior Court.  A final judgment of foreclosure was
entered on Dec. 6, 2011, but the sheriff's sale was stayed pending
appeal.  Oral argument on the appeal was scheduled for Sept. 20,
2012.  In the interim, on June 29, 2012, Roma sold the loan and
assigned its final judgment to VWI Properties, LLC.


NATIVE ENERGY: Files for Chapter 11 with Prepack Plan
-----------------------------------------------------
Native Energy Farms, LLC, owner of a 77-acre property in Goleta,
California, has sought bankruptcy protection with a pre-packaged
plan negotiated with its single largest creditor, SMI/ISC, Inc.

On April 13, 2013, the Debtor borrowed $1.1 million from SMI/ISC,
Inc., as an unsecured promissory note.  The Debtor defaulted under
the terms of the Note on Nov. 1, 2013.  SMI/ISC, Inc., the
Debtor's single largest creditor threatened to bring suit and
attach its judgment to the Property and conduct a sheriff's sale.

The Debtor and SMI/ISC have come to an agreement wherein, the
Debtor would file a pre-packaged plan and SMI/ISC would take a
subordinate position to a DIP lender and be repaid in full and
receive 20% of the profit when the parcel of land and/or lots
sold.

The Debtor disclosed that prior to negotiations with SMI, it was
actively pursuing a hard money loan and there are very few lenders
loaning against unimproved land within the California Coastal
Commission zoning area because of various restrictions and the
slow process to gain permits.  The Planning process alone, to get
the parcel split and build takes 18 to 24 months.

The Debtor said it is in need of a priming lien under 11 U.S.C.
Sec. 364(d)(1) to split the parcel into two lots of 38 acres each
to build two homes with outbuildings.  The priming lien will serve
as collateral for the promissory note in the amount of $2 million
or more from Golden Bear Capital or a substitute lender.  The
lender requires a priming lien because the lender wants added
security in making an additional loan to the Debtor.

Under the Plan, SMI/ISC will have a recorded second deed of trust
to secure its unsecured promissory note.  After the priming lien
is satisfied, SMI/ISC's second deed of trust will be paid, then
SMI/ISC will receive the first 20% of any profits on the sale of
the property.  The purpose of the Plan is to effectively transfer
an unsecured claim to a secured claim and borrow additional
capital without the necessity and expense of a foreclosure as well
as to provide a structure and mechanism to protect and improve and
fully realize the value of the property for the lenders.

Under the Plan, the Lenders will receive the large bulk of
distributions from the sale of the Property within a 3-year time
limitation.  If the property is not sold, the property would
revert to the lenders' in three years and the Debtor agrees not to
file any additional actions, such as bankruptcy.  If the property
can be successfully developed and sold, the Lenders benefit and
the Debtor will realize a substantial gain in profit.

The Debtor believes that the alternative to the Plan is for the
SMI/ISC to bring suit against NEF and then NEF would file for
chapter 11 protection in the normal course, which would drag out
the reorganization process and increase the costs and expenses of
all parties.  Further, the SMI/ISC will not have the benefit of
the NEF's Manager's and real estate expertise.

                                                     Projected
   Class   Claim                   Claim Amount       Recovery
   -----   -----                   ------------       --------
    1    SMI/ISC, Inc.               $1,298,000          100%

    2    Gen. Unsecured Claims          $30,000          100%

    3.   Equity Interest             $7,000,000          100%

    4    Golden Bear Capital
         or a Substitute
         DIP Lender                  $1,500,000          100%

Impaired creditors SMI/ISC (the lone creditor in Class 1) and
Global Guidance Group, LLC (the lone creditor in Class 2) have
voted to accept the Plan, according to the Debtor's ballot report.
Equity holders are unimpaired and deemed to have accepted the Plan
as a result of the equity cushion.

The Debtor is asking the Court to schedule a combined hearing to
confirm the Plan and approve the explanatory Disclosure Statement.

A copy of the Disclosure Statement is available for free at:

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

                        About Native Energy

Native Energy Farms, LLC, is the owner of certain real property
totaling 76.88 acres located in Goleta, California along the
Pacific Coast Highway.  The property is free and clear of liens
and encumbrances and has a current market value of $8 million to
$11 million.

Native Energy filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-13482) in Las Vegas, Nevada, with a prepackaged
Chapter 11 plan on May 16, 2014.  The case is assigned to Judge
August B. Landis.

The deadline for filing claims is on Sept. 17, 2014.

Steven L. Yarmy, Esq., in Las Vegas, serves as counsel to the
Debtor.


NATIVE ENERGY: Says Sec. 341(a) Meeting Unnecessary
---------------------------------------------------
Native Energy Farms, LLC, is asking the bankruptcy court to enter
an order finding that cause exists in the Chapter 11 case not to
convene a meeting of creditors or interest holders under Sections
341(a) and (b) of the Bankruptcy Code.

The docket says the meeting of creditors under 11 U.S.C. Sec.
341(a) is slated for June 19, 2014, at 3 p.m.

In its motion seeking to waive the 341(a) meeting, the Debtor
recounted that prior to commencing the case, it solicited
acceptance of the pre-packaged chapter 11 plan of reorganization.
After the Debtor, SMI/ISC, Inc., Global Guidance Group LLC and the
DIP Lenders came to terms of a prospective Plan of Reorganization
the Debtor commenced a solicitation of votes from all classes
entitled to vote under the Bankruptcy Code.  The Plan has been
accepted by Class 1 (Unsecured Note to Second Lien Holder) and
Class 2 (General Unsecured Claims) in excess of the statutory
thresholds specified in Section 1126(c) of the Bankruptcy Code.

According to Steven L. Yarmy, Esq., counsel to the Debtor, the
circumstances do not require a meeting of Creditors or holders of
interests as the entirety of the creditors comprising all classes
have agreed to accept the plan, interest holders are deemed to
have accepted the Plan, because their interest is unimpaired by
the equity cushion.

The Debtor wants to establish June 30, 2014, as the bar date for
the filing of priority proofs of claim.

                        About Native Energy

Native Energy Farms, LLC, is the owner of certain real property
totaling 76.88 acres located in Goleta, California along the
Pacific Coast Highway.  The property is free and clear of liens
and encumbrances and has a current market value of $8 million to
$11 million.

Native Energy filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-13482) in Las Vegas, Nevada, with a prepackaged
Chapter 11 plan on May 16, 2014.  The case is assigned to Judge
August B. Landis.

The deadline for filing claims is on Sept. 17, 2014.

Steven L. Yarmy, Esq., in Las Vegas, serves as counsel to the
Debtor.


NEFF RENTAL: Moody's Rates New $575MM 2nd Lien Term Debt 'Caa1'
---------------------------------------------------------------
Moody's Investors Service affirmed Neff Rental LLC CFR and PDR at
B3 and B3-PD, respectively. Moody's assigned a Caa1 rating to the
company's proposed $575 million second lien term loan. The new
second lien term loan will fund the redemption of the current
second lien notes and fund a dividend approximating $350 million
to shareholders as well as pay related fees and expenses. The
rating outlook was changed to negative due to the weakened balance
sheet resulting from the aggressive dividend distribution. The
rating on the current second lien notes will be withdrawn upon
repayment.

Issuer: Neff Rental LLC

The following ratings were affirmed:

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

The following ratings were assigned:

$575 million senior secured second lien term loan due 2021 at Caa1
(LGD5, 69%)

The rating outlook is negative.

Rating Rationale

The B3 CFR reflects the positive phase in the equipment rental
cycle, and the expectation for Neff to generate positive free cash
flow generation and EBITDA growth to delever beginning in 2015.
The rating affirmation also reflects recent strong revenue growth
and better than anticipated operating margins. Moreover, Neff's
equipment dollar utilization rates have improved to record levels
and should benefit as the economic recovery drives improvement in
commercial construction activity levels.

Neff's new dividend of over $350 million is large compared to the
company's annual EBITDA generation and even compared to its $335
million in LTM revenues. This dividend also follows a $110 million
dividend paid in December 2013. As a result of these dividends,
the company's balance sheet improvement has lagged the improvement
in its overall operations.

Neff is anticipated to have adequate liquidity due in part to over
$90 million in availability on its upsized $375 million ABL
revolver. Ongoing availability under its revolver is important to
its liquidity profile given that the company maintains minimal
cash balances, and will now have higher interest expense, while at
the same time maintaining capital expenditures of over $100
million. Nevertheless, Moody's expects Neff will begin to generate
positive free cash flow in 2015 even after considering these
factors. Additionally, the company's new second lien loan's
covenant lite structure will provide flexibility given the
anticipation of an ample cushion.

The new Caa1 seven year second lien term loan is being issued by
Neff Rental LLC and is subordinated to the rather large $375
million ABL that is collateralized by the choice assets. The
second lien term loan will be guaranteed by Neff Holdings LLC and
by Neff LLC, the ultimate parent holding and intermediate
holdings. The term loan includes the ability to add an incremental
term loan with a principal amount not to exceed $75 million so
long as the company is in compliance with pro forma adjusted
leverage under 5.25 times. Execution of the incremental term loan
could pressure the company's CFR.

The negative outlook considers the increased leverage resulting
from the transaction with leverage increasing to levels that are
more consistent with a lower rating (including Moody's standard
adjustments). This new leverage level is above the downward
ratings trigger previously published by Moody's but did not result
in a downgrade as Moody's expect leverage to improve to 5 times -
5.25 times within the next 12 months and anticipate other credit
metrics to strengthen. Leverage improving and remaining below 5
times for an extended basis could result in a stable outlook.
Moreover, The CFR was affirmed partially because the company's
coverage of interest is anticipated to remain strong for the
rating and because Moody's expect the company will continue to
perform well. If the company's performance weakens so that
leverage is expected to remain above 5.5 times for an extended
period, the rating may be downgraded. Likewise, another large
near-term dividend without corresponding rapid earnings growth
and/or weakening in the company's equipment utilization could also
pressure the rating. Given the company's dividend history,
positive ratings traction is not anticipated over the short term.

Neff Rental LLC is a leading equipment rental operator across the
Sun Belt region of the United States. The company is a wholly
owned subsidiary of Neff Holdings LLC headquartered in Miami,
Florida. Total revenues for LTM period ended March 31, 2014
totaled approximately $335 million.


NEFF RENTAL: S&P Affirms 'B' CCR & Revises Outlook to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S. equipment rental company Neff Rental LLC
(Neff), and revised the rating outlook to stable from positive.

At the same time, S&P assigned Neff's proposed $525 million term
loan its 'CCC+' issue-level rating, with a recovery rating of '6',
indicating S&P's expectation for negligible (0%-10%) recovery in a
payment default scenario.

S&P's issue-level rating on the company's existing $200 million
senior secured notes remains 'CCC+', with a recovery rating of
'6'.  The existing notes stand behind an unrated ABL facility of
$375 million that S&P expects the company to upsize to $425
million.  The company will use funds from the new term loan to
redeem the existing notes and fund a dividend to the sponsor.

The ratings reflect S&P's assessment of Neff's business risk
profile as "weak" and its financial risk profile as "highly
leveraged."

S&P considers Neff's business risk profile as "weak" because it
operates solely in the highly fragmented and competitive equipment
rental industry.  Also as a regional player, it competes against
larger national companies as well as local companies.  Neff is
exposed to construction markets that are highly cyclical.  S&P
views the company's operating margins as above average as it is
relatively better than some of its rental peers.

The "highly leveraged" financial risk profile assessment reflects
very aggressive debt-funded distributions the sponsor has
undertaken.  Pro forma for the dividend, S&P expects leverage will
exceed 5x.  Although operating performance and EBITDA are
benefitting from good conditions in the industry now, S&P believes
that the aggressive financial policies of the sponsor under the
new capital structure could pose problems in the event of a
potential downturn that could occur, given the cyclical nature of
the industry.

S&P could lower the rating if an unexpected downturn in
nonresidential construction spending occurs and causes revenues to
contract and EBITDA margins to deteriorate to the 30%-35% area,
resulting in leverage increasing to and remaining significantly
above 5x, and S&P believes deteriorating operating performance is
likely to result in less than adequate liquidity.

Although less likely in the near term, S&P could raise the rating
if the company achieves much better operating performance and if
the financial sponsor reverts to and maintains a more disciplined
financial policy, resulting in leverage declining to and remaining
below 5x.


OPTIM ENERGY: Coal Supplier Appeals Lawsuit-Blocking Ruling
-----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that the
coal supplier to one of Optim Energy LLC's Texas power plants is
protesting a bankruptcy judge's decision to block the supplier
from filing a lawsuit that could reduce or even throw out Optim
Energy's $700 million debt to its owner.

In other news, the U.S. Trustee is objecting to Optim's proposed
$250,000 in bonuses for Nick Rahn, the chief executive officer,
complaining that the payments are retention payments barred by
Congress for executives of bankrupt companies, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports.  According to
Mr. Rochelle, the company proposed a $2.55 million bonus program,
including $250,000 for the chief executive to be earned in
connection with the sale of the company's one coal-fired facility.

                        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.


OVERLAND STORAGE: Incurs $6.6 Million Net Loss in Third Quarter
---------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $6.63 million on $20.24 million of net revenue for
the three months ended March 31, 2014, as compared with a net loss
of $5.08 million on $11.64 million of net revenue for the same
period in 2013.

For the nine months ended March 31, 2014, the Company incurred a
net loss of $15.53 million on $41.48 million of net revenue as
compared with a net loss of $14.22 million on $35.95 million of
net revenue for the same period last year.

The Company's balance sheet at March 31, 2014, showed $91.78
million in total assets, $50.69 million in total liabilities and
$41.09 million in total shareholders' equity.

At March 31, 2014, the Company had cash and a short-term
investment of $2.4 million and $4.9 million, respectively,
compared to cash of $8.8 million at June 30, 2013.

Eric Kelly, president and CEO of Overland Storage, said, "During
the quarter, we completed the first phase of our continuing
integration of Tandberg Data ahead of plan, and we continue to
make good progress with our integration activities which are
projected to be complete by the end of the calendar year.  Through
this process, we remain focused on leveraging the increased scale
and resources of the combined company to maximize the growth
opportunities we see with our expanded product and service
portfolio, as well as the launch of our integrated virtualization
and storage solutions, which we expect to occur in the next few
months.  We are seeing very positive customer responses to the
combination of Overland and Tandberg, and believe that once fully
integrated, we will achieve the operational efficiencies to enable
us to become a profitable and growing company."

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

                        http://goo.gl/CnR24S

                           Meeting Results

The 2013 Annual Meeting of Shareholders of Overland Storage was
held on May 13, 2014, at which the stockholders:

   (1) elected Daniel J. Bordessa, Robert A. Degan, Joseph A. De
       Perio, Nils Hoff, Eric L. Kelly, Vivekanand Mahadevan and
       Scott McClendon as directors;

   (2) ratified the appointment of Moss Adams LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ending June 30, 2014; and

   (3) approved, on an advisory basis, the compensation of the
       Company's named executive officers, referred to as "say-on-
       pay".

                  Signs Definitive Merger Agreement

Both of Sphere 3D Corporation and Overland Storage, Inc.'s Boards
of Directors have unanimously approved a definitive merger
agreement under which the companies would combine to create a
leading global virtualization and data management software
solutions company.  The name of the combined company will be
Sphere 3D.

Under the terms of the merger agreement, each outstanding share of
Overland common stock will be exchanged for 0.510594 common shares
of Sphere 3D, subject to certain potential adjustments as set
forth in the agreement.  After completion of the Transaction, it
is expected that current holders of Overland Shares will own
approximately 28.8 percent of Sphere 3D on a fully diluted basis
as a result of their exchange of shares in the merger.  Based on
the closing sales price of Sphere 3D common shares on May 14,
2014, the last trading day prior to the announcement of the
transaction, on the TSX Venture Exchange, the total consideration
payable to holders of Overland equity in the transaction has an
implied value of approximately US$81.13 million or approximately
US$4.43 per Overland Share.

On May 14, 2014, the last trading day prior to the announcement of
the Transaction, the closing price of the Overland Shares on the
NASDAQ was US$2.90 and the closing price of the Sphere 3D Shares
on the TSXV was C$9.46 (or US$8.68).  The acquisition price
represents a premium of approximately 53% over the closing price
of the Overland Shares on the NASDAQ on the last trading day
immediately preceding the announcement of the Transaction and a
premium of approximately 27% over the weighted average trading
price of the Overland Shares on the NASDAQ and Sphere 3D on the
TSX-V for the 30 trading days immediately preceding the
announcement of the Transaction.

Sphere 3D and Overland have been working in tandem to develop an
integrated application virtualization and data storage platform,
as well as a virtual desktop infrastructure (VDI) solutions, which
are already installed at select strategic customers and partners.
The application virtualization platform allows native third party
applications to be delivered in the cloud or on premise on a
multitude of endpoint devices independent of their operating
system.  The VDI market, a key segment of the virtualization
market, is estimated to be over $5 billion and growing 20%
annually, according to Frost & Sullivan.  Through the combination,
Sphere 3D will have greater financial and operational scale, and a
large and well established worldwide distribution network and tier
one OEM partnerships.

The combination of Sphere 3D's Glassware 2.0 virtualization
solution and Overland's data storage solutions will enable mobile
device users the full functionality of any software program or
application on any device, anywhere, eliminating the application
limitations, data management and security problems for enterprises
created by the BYOD (Bring Your Own Device) phenomenon.  Mobile
users that need productivity applications such as word
processing, spreadsheets, presentations and collaborations,
specialized software for computer-aided design (CAD), magnetic
resonance imaging (MRI), software development, video production or
customized legacy applications can now experience full application
functionality via the cloud or in the data center.

Management Comments

Commenting on behalf of Sphere 3D, Peter Tassiopoulos, chief
executive officer stated: "This transformational deal allows us to
immediately gain the scale, infrastructure and resources required
become a leading global virtualization company and strengthens
Sphere's ability to service and support partners and customers
globally.  In addition, transaction provides greater certainty in
leveraging Overland's existing global distribution network as well
as their significant Tier One OEM relationships."

Eric Kelly, president and CEO of Overland Storage, said, "This
merger brings together next generation technologies for
virtualization and cloud coupled with end-to-end scalable storage
offerings enabling us to address the larger and growing
virtualization and cloud markets.  This along with Overland's
global network of services and reseller partners and our worldwide
manufacturing capabilities supports our path for growth and
profitability to create significant value for shareholders of both
companies."

Approvals

The Transaction requires customary closing conditions, shareholder
approval of Overland and receipt of all necessary regulatory
approvals.  The Transaction is expected to close in the third
calendar quarter of 2014.  Upon the completion of the Transaction,
Overland's common stock will cease trading on the NASDAQ and
Sphere 3D shares are expected to trade on the TSX and NASDAQ
markets.

Pursuant to the Agreement, Overland is subject to customary non-
solicitation covenants.  In the event a superior proposal is made
and if in response, Overland?s board of directors changes its
recommendation of the transaction to the Overland shareholders or
terminates the Transaction under certain circumstances, Overland
has agreed to pay Sphere 3D a termination fee of US$3.5 million.

The Transaction has received the unanimous support of the boards
of directors and management of both Sphere 3D and Overland.
Certain significant shareholders of Overland, including Cyrus
Capital Partners and its affiliates, have entered into voting
agreements with Sphere 3D pursuant to which they have agreed to
vote the Overland Shares beneficially owned by them (collectively
representing approximately 64% of the outstanding Overland Shares)
in favor of the Transaction, subject to the terms and conditions
set forth in the voting agreements.

Eric Kelly, the chief executive officer, President, and board
member of Overland, is also the Chairman of the Board of Sphere 3D
and accordingly declared his conflict and recused himself from
casting any vote with respect to the Transaction.  Mr. Kelly has
non-material share ownership in both Overland and Sphere 3D.  No
collateral benefit has been paid to Mr. Kelly in connection with
the consummation of the Transaction.  The Overland board of
directors formed a special committee of independent directors to
review and evaluate the proposed transaction. Sphere 3D appointed
Glenn Bowman, the Chairman of the Audit Committee, as its lead
director with respect to the evaluation of this Transaction.

Advisors

Roth Capital Partners was retained to provide a customary fairness
opinion to the special committee of the board of directors of
Overland.  Cormark Securities Inc. has provided a fairness opinion
to the board of directors of Sphere 3D.  Both Roth and Cormark
will be entitled to fees customary for those advisory and
transaction services.

Investor Conference Call

Sphere 3D and Overland Storage will host an investor conference
call today, Thursday, May 15, at 5:00 pm ET (2:00 pm PT). To
access the call dial 888-846-5003 (+1 480-629-9856 outside the
United States) and when prompted provide the pass code "Overland
Storage" to the operator.  Participants are asked to call the
assigned number approximately 10 minutes before the conference
call begins.  In addition, a live and archived webcast of the
conference call will be available over the Internet at
www.overlandstorage.com and www.sphere3d.com in the Investor
Relations section.  A replay of the conference call will also be
available via telephone by dialing (800) 406-7325 (+1 (303) 590-
3030 outside the United States) and entering access code,
4682043#, beginning 8:00 p.m. ET on May 15, 2014 through 11:59
p.m. ET on May 22, 2014.

Additional information is available for free at:

                       http://goo.gl/t19Zwe

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PARKLAND FUEL: DBRS Assigns 'BB' Issuer Rating
----------------------------------------------
DBRS Inc. has assigned an Issuer Rating of BB to Parkland Fuel
Corporations and a provisional rating of BB, with a recovery
rating of RR4, to Parkland's proposed issuance of Senior Unsecured
Notes, both with Stable trends.

Parkland's ratings reflect the high level of competition in and
the commoditized nature of the greatly fragmented fuel
distribution industry; the industry's exposure to macroeconomic
factors, such as economic growth and input cost volatility; and
risks related to environmental liability and the Company's
ambitious growth plans.  The Company's ratings are supported by
its market position as the largest independent fuel distributor
and marketer in Canada, its efficient operations and its
diversified customer and supplier base.

Parkland's recent history of strategic acquisitions, combined with
its value proposition, which consists of retail locations in
primarily non-urban less-competitive areas, and high reliability
of fuel supplies for its commercial customers, has enabled the
Company to grow its fuel volumes from just over 2 billion litres
in 2008 to approximately 7.5 billion litres for the last 12 months
(LTM) ended Q1 2014.  Top-line sales have correspondingly
increased to nearly $6.5 billion (for the LTM ended Q1 2014) from
approximately $2.3 billion in 2008.  Gross profit (on a cents-per-
litre basis) has remained relatively stable over the longer term
despite the volatility in fuel prices and refiners' margins, while
Parkland has been relatively successful in managing organic
selling, general and administrative expenses as the Company has
grown.  As such, EBITDA has grown consistently, increasing from
approximately $81.2 million in 2008 (including the effects of
refiners' margins) to current levels of normalized EBITDA
estimated by DBRS at approximately $180 million for the LTM ended
Q1 2014.

Parkland's financial profile is considered adequate for the
current rating category based on its cash-generating capacity, and
DBRS's expectation that Parkland's leverage will increase toward
its stated target levels (i.e., net debt-to-EBITDA of 2.0 times
(x) to 3.0x).  Cash flow from operations has grown to
approximately $155 million for the LTM ended Q1 2014, while
maintenance capital expenditure (capex) requirements have remained
relatively modest despite the number of acquisitions completed in
recent years (increasing to nearly $25 million in 2013 from
approximately $7 million in 2009) and the Company's continued
investment in growth capex (approximately $30 million for 2013).
Parkland's gross dividend is considered to be high (approximately
$73 million for 2013) but the cash outlay related to dividends
remains reasonable (approximately $23 million) due to a consistent
and high participation rate of nearly 70% in the Company's
dividend reinvestment plan (DRIP).  As a result, free cash flow
before changes in working capital (net of non-cash dividends from
participating in the DRIP program) has increased in each of the
last four years from negative to approximately $76 million for the
LTM ended Q1 2014.  Parkland's balance sheet debt at Q1 2014 was
approximately $342 million (excluding approximately $129 million
of convertible debentures) resulting in lease-adjusted debt-to-
EBITDAR of approximately 2.0x (or 2.4x using a DBRS estimate for
normalized EBITDA).

DBRS expects that Parkland's earnings profile should improve
steadily over the medium term as the Company remains focused on
growth, primarily through acquisition, with the goal of increasing
its market share and fuel volumes.  Organic fuel volumes and gross
margins on a cents-per-litre basis should remain relatively stable
over the longer term (particularly within each operating segment,
i.e., commercial versus retail versus wholesale), while the
Company is expected to continue to focus on improving efficiency
and achieving synergies subsequent to numerous recent
acquisitions.  As such, DBRS forecasts that EBITDA should continue
to grow in the low- to mid-single digit range in the medium term,
while, with acquisitions, EBITDA could grow to over $250 million.
In order for Parkland to achieve its stated goals for EBITDA
(approximately $250 million) by 2016, DBRS believes that the
Company will have to undertake numerous and/or large acquisitions,
which is not without integration and valuation risk.

In terms of financial profile, the Company is expected to issue
$150 million of Senior Unsecured Notes in conjunction with a
voluntary $100 million reduction to the maximum amount available
under its current revolving credit facility.  The proceeds from
the Senior Unsecured Notes are expected to be used to repay
amounts drawn on the existing revolver and, as such, credit
metrics immediately after the new issuance are not expected to
change materially.

Going forward, DBRS expects that Parkland's leverage will increase
toward the Company's stated target levels (i.e., net debt-to-
EBITDA of 2.0x to 3.0x).  Parkland's cash flow from operations
should grow in line with operating income, while maintenance capex
is expected to grow with the size of the Company.  Gross dividends
are expected to remain high, but the cash outlay related to
dividends should remain reasonable.  DBRS believes Parkland's
growth plans will be financed using free cash flow, incremental
debt and possibly equity.  Should Parkland be challenged to
maintain credit metrics in a range considered acceptable for the
current BB rating category (i.e., lease-adjusted debt-to-EBITDAR
less than 4.0x and/or lease-adjusted EBITDA-to-interest greater
than 4.0x) due to weaker-than-expected operating performance
and/or more aggressive-than-expected financial management (debt-
financed acquisitions and/or higher-than-expected cash dividends
from rising dividends or declining participation in the Company's
DRIP), the Company's current rating could be pressured.
Alternatively, should the Company be successful in improving its
scale and geographic diversification, reaching normalized EBITDA
of greater than $250 million while maintaining current leverage
targets and sustainable lease-adjusted debt-to-EBITDAR below 3.5x,
a positive rating action could result.

Recovery Analysis

DBRS concluded after its review, it was likely that holders of
Parkland's proposed Senior Unsecured Notes would recover between
30% to 60%, representing a recovery rating of RR4.

Proposed Senior Unsecured Notes

Parkland is expected to issue $150 million of Senior Unsecured
Notes (the Notes):

* The Notes are expected to mature in 2021.

* Proceeds of the notes will be used to repay amounts drawn on
   the Company's credit facility, and for general corporate
   purposes, including, without limitation to fund Parkland's
   working capital requirements and potential future acquisitions.

* The Notes will be direct senior unsecured obligations of
   Parkland and will rank pari passu with all of Parkland's
   existing and future senior indebtedness and senior in right of
   payment to any future subordinated indebtedness and the
   Company's currently outstanding convertible debentures.

* The Notes will be effectively subordinated to all secured
   indebtedness, including Parkland's current credit facility.

* Terms of the notes are expected to include several customary
   high-yield provisions including:

   (1) Optional redemption,
   (2) Equity claw-back,
   (3) Change of control and
   (4) Covenants limiting Parkland's ability to:
       -- Incur additional debt,
       -- Make certain restricted payments and investments,
       -- Create liens,
       -- Enter into transactions with affiliates,
       -- Consolidate, merge or transfer all or substantially all
          of its property and assets, and
       -- Transfer and sell assets.


PLC SYSTEMS: Incurs $2.4 Million Net Loss in First Quarter
----------------------------------------------------------
PLC Systems Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.41 million on $54,000 of revenues for the three months ended
March 31, 2014, as compared with a net loss of $7.80 million on
$348,000 of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $604,000 in
total assets, $9.62 million in total liabilities and a $9.01
million total stockholders' deficit.

Cash and cash equivalents were $128,000 as of March 31, 2014, a
decrease of $641,000 from $769,000 as of Dec. 31, 2013.

Said Mark R. Tauscher, president and chief executive officer of
PLC, "PLC's results for the first quarter of 2014 were
disappointing, but reflect the lumpiness of distributor orders.
Since our initial work in launching RenalGuard some six years ago,
we have built a nascent and promising business for RenalGuard in
markets around the world largely through partners.  Unfortunately
we have been unable to raise money to continue operations because
of our current capital structure."

A copy of the Quarterly Report is available for free at:

                        http://goo.gl/acVBER

                          About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

PLC Systems reported net income of $3.49 million in 2013, as
compared with a net loss of $8.38 million in 2012.

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 has suffered recurring losses and negative cash flows
from operations, which raises substantial doubt about its ability
to continue as a going concern.


PLY GEM HOLDINGS: Stockholders Elect Three Directors
----------------------------------------------------
Ply Gem Holdings, Inc., held its 2014 annual meeting of
stockholders on May 14, 2014, at which the Company's stockholders:

   (i) elected Frederick J. Iseman, Mary K. Rhinehart and
       Janice E. Stipp as Class I directors;

  (ii) approved, on an advisory basis, compensation of the
       Company's executive officers;

(iii) approved, on an advisory basis, the holding of future
       advisory vote on executive compensation every year; and

  (iv) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       2014.

                            About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings reported a net loss of $79.52 million in 2013, a
net loss of $39.05 million in 2012 and a net loss of $84.50
million in 2011.  As of March 29, 2014, the Company had $1.03
billion in total assets, $1.14 billion in total liabilities and a
$107.17 billion total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


QIMONDA AG: Samsung Patent Case May Go to High Court
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court was asked to take a case that
would decide whether a bankruptcy abroad can be used to terminate
licenses of U.S. patents.

As the result of a ruling in December by the U.S. Court of Appeals
in Richmond, Virginia, the German insolvency administrator for
chipmaker Qimonda AG lost the ability to sell 4,000 U.S. patents
free of the licenses the company had granted before 2009
bankruptcies in the U.S. and Germany, according to the report.
The The Qimonda decision means companies whose primary bankruptcy
is abroad can't terminate licenses for patents issued in the U.S.,
the report related.

A three-judge panel for the Richmond-based Fourth Circuit said a
foreign company like Qimonda enlisting the assistance of U.S.
courts under Chapter 15 of the Bankruptcy Code can't terminate
licenses of U.S. patents, the report further related.  The German
bankruptcy administrator, in papers filed with the Supreme Court,
said the high court should allow an appeal because the "case
presents a matter of substantial importance to cross-border
insolvencies," the report added.

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- roughly 12,200 employees worldwide, of which
1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represented
the Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represented the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Chapter 11 Debtors said, was
based on QR's financial records which are maintained on a
consolidated basis with QNA.

In September 2011, the Chapter 11 Debtors won confirmation of
their Chapter 11 liquidation plan which projects that unsecured
creditors with claims between US$33 million and US$35 million
would have a recovery between 6.1% and 11.1%.  No secured claims
of significance remained.


QUANTUM FOODS: Oaktree Deal Falls Through, Adopts Dual-Track Sales
------------------------------------------------------------------
Quantum Foods LLC's contract to sell its assets for $54 million to
Oaktree Capital Management LP unti Raging Bull Acquisition Co.
fell through and the bankrupt meatpacker is now pursuing a dual-
track liquidation of its assets.

According to Law360, an attorney for Quantum Foods said the
proposed $54 million sale to Raging Bull had collapsed, with the
former suitor suing to retrieve its deposit and the prospect for
any alternative going-concern transaction grim.  Bill Rochelle,
the bankruptcy columnist for Bloomberg News, reported that Oaktree
sought a reduction of the purchase price on account of an alleged
deterioration in the business.  Talks between seller and buyer
were not fruitful and Oaktree canceled the contract, Mr. Rochelle
said.

Now, Quantum Foods has filed papers in court seeking authority to
hire Tiger Remarketing Services to be liquidators and for City
Capital Advisors LLC, the existing investment banker, to arrange
going-concern sales at its three facilities, Mr. Rochelle related.
Any sales City Capital arranges will be removed from Tiger's
liquidation sales, the Bloomberg report further related.  The
debtor will pay a $30,000 one-time advisory fee for City Capital,
plus 2% of the consideration from the sale it arranges, the
Bloomberg report added.

Law360, citing a Quantum attorney at a hearing in Wilmington, said
there may be a glimmer of hope as the debtor is searching for a
so-called turnkey buyer for one of its three locations, but is set
to petition the court to convert the case to a Chapter 7
proceeding on Wednesday if that doesn't happen.  The attorney said
the debtor is not going to have a going-concern sale to one buyer
and, given the reality, there's a possibility of a conversion to
Chapter 7, Law360 further cited.

Quantum is also facing a lawsuit filed by Raging Bull, which
alleged breach of contract that had the proposed purchaser paying
$54 million in cash and assuming $30.3 million in debt, Bloomberg
said.  Raging Bull wants Quantum to return a $5.4 million deposit.
Raging Bull canceled its contract to purchase Quantum's assets
when a material adverse change in the business occurred after the
contract of sale was signed on March 14.  Raging Bull, according
to Bloomberg, said Quantum lost customers and that revenue for
2014 will come in almost 25% below the company's projected $414
million.

The lawsuit is Zurich American Insurance Co. v. Quantum Foods LLC
(In re Quantum Foods LLC), 14-50334, U.S. Bankruptcy Court,
District of Delaware (Wilmington).

                     About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


REAL ESTATE ASSOCIATES: Incurs $20,000 Net Loss in First Quarter
----------------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $20,000 on $0 of revenues for the three
months ended March 31, 2014, as compared with a net loss of
$81,000 on $0 of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $839,000 in
total assets, $9,000 in accounts payable and accrued expenses and
$830,000 in partners' capital.

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

                        http://goo.gl/eQWBe2

                     About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

Real Estate Associates reported net income of $7.97 million on $0
of revenues for the year ended Dec. 31, 2013, as compared with net
income of $13.01 million on $0 of revenues for the year ended Dec.
31, 2012.


REFCO PUBLIC: Section 341(a) Meeting Scheduled for June 9
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Refco Public
Commodity Pool, L.P., will be held on June 9, 2014 at 11:30 a.m.
at J. Caleb Boggs Federal Building, 844 King St., Room 5209,
Wilmington, Delaware.

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.

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


REGENCY CENTERS: Fitch Assigns 'BB+' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BBB' to the $250
million aggregate principal amount of 3.75% senior unsecured notes
due 2024 issued by Regency Centers, L.P., the operating
partnership of Regency Centers Corporation (NYSE: REG).  The notes
were issued at 99.482% of par value to yield 3.812% or 120 basis
points over the benchmark rate.

The company intends to use the net proceeds from the offering to
fund, in whole or in part, 'Eligible Green Projects,' including
the acquisition, construction, development or re-development of
such projects.  Eligible Green Projects means new or ongoing
projects (including new development, expansions and/or property
renovations) and/or existing assets under management by Regency
Centers or any of its subsidiaries, which have received, or are
expected to receive, any LEED certification rating level
(Certified, Silver, Gold or Platinum) or LEED equivalent
certification.

Fitch currently rates REG as follows:

Regency Centers Corporation

-- Issuer Default Rating 'BBB';
-- Preferred Stock 'BB+'.

Regency Centers, L.P.

-- Issuer Default Rating 'BBB';
-- Unsecured Revolving Facilities 'BBB';
-- Senior Unsecured Term Loan 'BBB';
-- Senior Unsecured Notes 'BBB'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The rating is based on improvements in operating fundamentals and
Fitch's expectations that leverage and fixed-charge coverage
metrics will stabilize or improve slightly from current levels.
Absent any further deleveraging initiatives, Fitch expects REG to
maintain credit metrics within a range appropriate for the 'BBB'
IDR.

SOLID FUNDAMENTALS

Pro-rata same-property net operating income (NOI) grew at a
healthy rate of 4% in both 2013 and 2012, but decelerated
throughout 2013 and into the first quarter of 2014.  Rent growth
has been strong across both new leases and renewals.  Fitch
expects that same-property NOI will continue to grow in the low
single digits through 2016 with the company maintaining its
current occupancy rate.  Additionally, the company's lease
expiration schedule is manageable, with no year representing more
than 14% of expiring pro-rata minimum base rent, further improving
the durability of rental cash flows, absent tenant bankruptcies.

APPROPRIATE CREDIT METRICS

REG's pro-rata leverage was 6.1x for the trailing 12 months (TTM)
ended March 31, 2014, up from 5.7x at year-end 2013, but down from
6.3x as of year-end 2012.  The uptick in leverage was driven by a
draw on the revolving credit facility to fund 1Q'14 acquisitions.
Fitch projects the company's leverage to sustain in the high
5.0x's through 2016 which would be appropriate for the rating.
Fitch defines leverage as net debt divided by recurring operating
EBITDA.

REG's pro-rata fixed-charge coverage ratio was 2.1x for the
trailing twelve months ended March 31, 2014, up from 2.0x and 1.9x
at yearend 2013 and 2012, respectively.  Fitch projects REG's
fixed-charge coverage will sustain in the low 2x's through 2016.
Fitch defines fixed-charge coverage as recurring operating EBITDA
less straight-line rents, leasing commissions and tenant and
building improvements, divided by total interest incurred and
preferred stock dividends.

LIMITED DEVELOPMENT RISK

Although REG was a prolific developer during the last real estate
cycle, the company is now taking a more measured approach.  The
company's net cost to complete in-progress developments was 2.4%
of its gross undepreciated assets as of March 31, 2014, up from
1.6% and 2.1% at year-end 2013 and 2012, respectively.  This
compares to 12.7% as of 2007. The size of the overall development
pipeline has decreased materially since the start of the global
financial crisis, reflecting an overall de-risking of the
company's strategy.  Fitch expects the company to gradually
increase its development pipeline by starting $165 million of
annual developments and redevelopments from 2014 through 2016.

STRONG UNENCUMBERED ASSET COVERAGE OF UNSECURED DEBT; UNEVEN DEBT
MATURITY PROFILE

REG's implied unencumbered asset value covered its net unsecured
debt by 2.6x for the year ended Dec. 31, 2013 when applying an
8.0% stressed capitalization rate to unencumbered NOI.  This ratio
is strong for the 'BBB' rating and indicative of good contingent
liquidity.

REG has some unevenness in its debt maturity schedule with large
unsecured bond maturities contributing to 19.0% of pro-rata debt
maturing in 2015 and 21.6% maturing in 2017.  The company has
forward-starting swaps which reduce interest rate risk associated
with the 2015 maturities.  Refinancing risk is also mitigated by
the company's strong unencumbered asset pool and demonstrated
access to the unsecured debt and equity markets.

APPROPRIATE LIQUIDITY

For the period April 1, 2014 to Dec. 31, 2015, REG's sources of
liquidity (unrestricted cash, availability under its unsecured
revolving credit facility and projected retained cash flows from
operating activities after dividends) exceed uses of liquidity
(pro-rata debt maturities, amortization, projected recurring
capital expenditures and development) by 1.1x.  While the May 2014
bond issuance is not included in Fitch's base case liquidity
analysis, assuming the proceeds are deployed toward development
and capital expenditures, liquidity coverage would improve.  Under
a scenario whereby 80% of REG's pro-rata secured debt is
refinanced with new secured debt, liquidity coverage would improve
to 1.5x.  The company has demonstrated strong access to various
forms of capital over the past few years, mitigating near-term
refinance risk.

CONSISTENT AFFO PAYOUT RATIO

REG's dividend payout ratio has ranged between 85% and 92% of
adjusted funds from operations (AFFO) over the past five years,
indicative of a modest amount of internally generated capital.
Fitch expects the company's dividend coverage will remain within
this recent historical range over the next three years.

MODERATE GEOGRAPHIC CONCENTRATION

REG's community and neighborhood shopping center portfolio has
moderate geographic and anchor tenant concentrations.  Of REG's
annualized base rent, 52% is derived from properties located
within the states of California, Florida and Texas.  However, the
company is exposed to various markets within these three largest
states, reducing the headline concentration risk.  Although REG's
three largest tenants by annual base rents represent approximately
11% of annual base rents, this tenant concentration is offset by
the fact that Fitch rates two of the top three tenants as
investment grade.  The three largest tenants are The Kroger Co.
(4.5%, IDR of 'BBB' by Fitch), Publix Super Markets Inc. (4.1%),
Safeway Inc. (2.5%, IDR of 'BBB-').  However, Safeway Inc. is
currently on Rating Watch Negative, and would likely be downgraded
to 'B' assuming the proposed Cerberus acquisition (announced March
2014) was completed as proposed.

PREFERRED STOCK NOTCHING

The two-notch differential between REG's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.  Based on Fitch's criteria report,
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis' dated Dec. 23, 2013, the company's
cumulative redeemable preferred stock is deeply subordinated and
has loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

PRO-RATA RATIONALE

Fitch looks at REG's property portfolio profile, credit
statistics, debt maturities, and liquidity position based on
combining its wholly-owned properties and its pro-rata share of
co-investment partnerships, to analyze the company as if each of
the co-investment partnerships was dissolved via distribution in
kind.

Several of REG's co-investment partnerships provide for unilateral
dissolution.  Most of these co-investment partnerships provide for
a distribution in kind in the event of a dissolution, whereby REG
and its limited partner unwind the partnership by distributing the
underlying properties (and related property-level debt, if any) to
each partner based on each partner's respective ownership
percentage in the partnership.  Further, the company has supported
its co-investment partnerships in the past by raising common
equity to repay or refinance its share of secured debt,
demonstrating its willingness to de-lever these partnerships.

STABLE OUTLOOK

The Stable Outlook is based on continued improvement in retail
fundamentals and Fitch's expectation that leverage and coverage
will remain relatively unchanged over the next two years.

RATING SENSITIVITIES

The following factors may have a positive impact on REG's ratings
and/or Outlook:

-- Fitch's expectation of pro-rata leverage sustaining below 5.5x
   for several quarters (pro rata leverage was 6.1x as of
   March 31, 2014);

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.3x for several quarters (pro rata coverage was 2.1x for the
   TTM ended March 31, 2014).

The following factors may have a negative impact on REG's ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining above 7.0x for
   several quarters;

-- Fitch's expectation of fixed-charge coverage sustaining below
   1.8x for several quarters;

-- A liquidity shortfall (REG had a base case liquidity coverage
   ratio of 1.1x as of March 31, 2014).


SABINE PASS: S&P Assigns 'BB+' Rating to Senior Secured Debt
------------------------------------------------------------
Sabine Pass Liquefaction LLC (SPLIQ) is a project financing that
is building four natural gas liquefaction trains in the U.S. Gulf
Coast region and that is owned by Cheneire Energy Partners L.P.
SPLIQ is using proceeds from senior secured notes issuances and
bank credit facilities to fund current construction costs of the
trains.  S&P rates these senior secured debt issues 'BB+' with a
'2' recovery rating.

SPLIQ initiated a senior secured notes offering on May 13, 2014,
of $1.5 billion due 2024.  S&P assigned preliminary 'BB+' debt and
'2' recovery ratings to the notes.  SPLIQ subsequently upsized
this offering to $2 billion. SPLIQ will use the proceeds of this
offering to fund construction.  The increase in debt will be
offset by a similar reduction in bank credit facility capacity.
Total interest expense during construction will rise, but the
overall impact of the increase is neutral to credit in S&P's view.

SPLIQ initiated another $500 million senior secured notes
offering, this time as a tack-on to the existing senior secured
notes due 2023, which S&P rates 'BB+' with a '2' recovery rating.
Again, since the increase in debt is offset by a similar reduction
in bank credit facility capacity, the impact is neutral to credit.
Thus, the tack-on does not affect our rating on the 2023 notes nor
on any other SPLIQ senior secured debt issue and recovery ratings,
including our preliminary rating on the 2024 notes.

RATINGS LIST

Ratings Unchanged
Sabine Pass Liquefaction LLC
$1.5 bil senior secured notes due 2023      BB+/Stable
Recovery Rating                             2


SBARRO LLC: Won Court Approval to Exit Bankruptcy
-------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
the U.S. Bankruptcy Court for the Southern District of New York
allowed Sbarro LLC to exit bankruptcy by approving a plan that
asks its lenders to swap $148 million in debt for control of the
reorganized business.

The chain of low-cost Italian eateries filed a prepackaged plan
backed by lenders that allowed the company to simultaneously
pursue an auction of its assets, the Journal related.  When no
prospective bidders came forward who met a $55.5 million minimum
threshold for competing offers, Sbarro said it would go forward
with its original restructuring plan, the Journal further related.

The chain's lender group includes distressed-debt investors Apollo
Global Management, Babson Capital Management LLC and Guggenheim
Investment Management LLC, the report said.

                        About Sbarro LLC

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.


SCOTTIE PIPPEN: Asks High Court to Revive Defamation Suit
---------------------------------------------------------
Law360 reported that NBA Hall of Famer Scottie Pippen has asked
the U.S. Supreme Court to revive his defamation suit against
NBCUniversal Media LLC, CBS Interactive Inc. and other media
outlets, saying their reports of his bankruptcy were motivated by
malice.

According to the report, in his petition, filed in December but
only recently made available, Pippen argued that an Illinois
district court and the Seventh Circuit had both erred in ruling
that the networks had not been shown to have acted with specific
intent to harm him.


SECUREALERT INC: Incurs $1.3-Mil. Net Loss in March 31 Quarter
--------------------------------------------------------------
SecureAlert, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.29 million on $2.45 million of total revenues for the three
months ended March 31, 2014, as compared with a net loss of $1.49
million on $4.80 million of total revenues for the same period in
2013.

For the six months ended March 31, 2014, the Company reported a
net loss of $2.56 million on $5.11 million of total revenues as
compared with a net loss of $2.06 million on $10.39 million of
total revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $44.80
million in total assets, $18.71 million in total liabilities and
$26.08 million in total equity.

As of March 31, 2014, the Company had unrestricted cash of
$7,365,884 and working capital surplus of $6,342,405, compared to
unrestricted cash of $3,382,428 and working capital surplus of
$6,836,442 as of Sept. 30, 2013.

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

                        http://goo.gl/9XdlMU

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.95 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.93 million for the fiscal year ended Sept. 30,
2012.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


SENTINEL MGT: Appellate Court Denies FCStone Ruling Rehearing
-------------------------------------------------------------
INTL FCStone Inc. on May 19 disclosed that the U.S. Court of
Appeals for the Seventh Circuit has denied the petition by the
Liquidation Trustee of the Sentinel Liquidation Trust for a
rehearing and a rehearing en banc of that court's March 2014
decision in favor of the Company's subsidiary, FCStone, LLC, in
the matter concerning the 2007 bankruptcy of Sentinel Management
Group, Inc.  The only recourse now open to the Liquidation Trustee
is an appeal to the U.S. Supreme Court, for which the Liquidation
Trustee has 90 days from May 19 to lodge a petition.

                     About INTL FCStone Inc.

INTL FCStone Inc. -- http://www.intlfcstone.com-- is a
diversified, global financial services organization providing
financial products and advisory and execution services to help our
clients access market liquidity, maximize profits and manage risk.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.

SIMPLEX HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Simplex Healthcare, Inc.
        Po Box 2255
        Mount Juliet, TN 37121

Case No.: 14-03920

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Marian F Harrison

Debtor's Counsel: Paul G Jennings, Esq.
                  BASS, BERRY & SIMS PLC
                  150 Third Avenue South, Suite 2800
                  Nashville, TN 37201
                  Tel: 615 742-6267
                  Fax: 615 742-2767
                  Email: pjennings@bassberry.com

Total Assets: $1.09 million

Total Liabilities: $3.10 million

The petition was signed by Gary M. Murphey, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb14-03920.pdf


SOLAR POWER: Incurs $832,000 Net Loss in First Quarter
------------------------------------------------------
Solar Power Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report for the period ended March 31,
2014.

Solar Power reported a net loss of $832,000 on $3.61 million of
net sales for the three months ended March 31, 2014, as compared
with a net loss of $3.14 million on $1.76 million of net sales for
the same period last year.

As of March 31, 2014, the Company had $69.50 million in total
assets, $73.13 million in total liabilities and a $3.62 million
total stockholders' deficit.

As of March 31, 2014, the Company had $0.3 million in cash and
cash equivalents, $0.4 million of restricted cash held in the
Company's name in interest bearing accounts, 44 million in
accounts and notes receivable of which $3.8 million is due from
our parent, LDK.

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

                        http://goo.gl/7vgNBx

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013, as
compared with a net loss of $25.42 million in 2012.

Crowe Horwath LLP, in San Francisco, California, 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 current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


SPANISH BROADCASTING: Incurs $6.1-Mil. Net Loss in 1st Quarter
--------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common stockholders of $6.08
million on $32.77 million of net revenue for the three months
ended March 31, 2014, as compared with a net loss available to
common stockholders of $5.23 million on $39.10 million of net
revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $466.08
million in total assets, $526.56 million in total liabilities and
a $60.47 million total stockholders' deficit.

Spanish Broadcasting reported a net loss of $88.56 million in
2013, as compared with a net loss of $1.28 million in 2012.

"Advertising sales at our radio division got off to a healthy
start in 2014 with growth in both local and network sales,
reflecting the consistent strength of our station brands in the
nation's largest Hispanic markets," commented Raul Alarcon, Jr.,
Chairman and CEO.  "Our overall results were primarily impacted by
a reduction in special events revenue during the quarter, as our
special events initiatives vary from quarter-to-quarter. Special
events remain a key component of our promotion strategy and we
expect increased activity in the year ahead.  We are continuing to
invest in our multi-media platform and sales efforts, in an effort
to expand our revenue profile and the breadth of marketing
opportunities we provide to our advertising partners.  We believe
we are well positioned to generate improved results in the year
ahead as we focus on leveraging our strong audience shares to
attract new advertisers seeking to reach the rapidly growing
Hispanic population."

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

                        http://goo.gl/yzRr5j

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


STEVE MCKENZIE: Statute of Limitations Bars Suit Against Bowers
---------------------------------------------------------------
Bankruptcy Judge John C. Cook dismissed the lawsuit commenced by
the Chapter 7 Trustee of Steve A. McKenzie against Nelson Bowers
II, ruling that the trustee has failed to carry his burden of
showing that the statute of limitations was tolled until he filed
his complaint 18 months after the expiration of the period
prescribed by 11 U.S.C. Sec. 549(d).  Accordingly, the court
entered judgment for the defendant, dismissing the complaint as
barred by the applicable statute of limitations.

C. Kenneth Still, Trustee, Plaintiff, v. Nelson Bowers II,
Defendant, Adv. Proc. No. 12-1081 (Bankr. E.D. Tenn.), seeks to
avoid an alleged transfer by the debtor to the defendant of the
debtor's membership interest in a limited liability company.

Exit 20 Auto Mall, LLC, was originally named a defendant along
with Mr. Bowers, but it was dismissed from the proceeding at the
close of the plaintiff's evidence.

A copy of the Court's May 16, 2014 Memorandum is available at
http://tinyurl.com/ouvjflmfrom Leagle.com.

On Nov. 20, 2008, an involuntary chapter 7 petition was filed
against Steve A. McKenzie.  On Dec. 20, 2008, the debtor filed a
voluntary Chapter 11 petition.  On Jan. 16, 2009, the court
entered an order for relief in the involuntary case with the
debtor's consent, and that order also converted the chapter 7 case
to a case under chapter 11 of the Code and consolidated the two
cases.  On June 14, 2010, the consolidated case was converted to
chapter 7.  The case is assigned Case No. 08-16378 (Bankr. E.D.
Tenn.).

At the time the involuntary petition was filed against Mr.
McKenzie, the debtor and Mr. Bowers each owned a 50% membership
interest in Cleveland Auto Mall, LLC.  Cleveland Auto Mall owned
certain real property located along I-75 in Bradley County,
Tennessee, but, on Dec. 10, 2008, after the filing of the
involuntary petition but before the filing of the voluntary
petition and the entry of the order for relief in the involuntary
case, the debtor signed a Sale and Purchase Agreement and a
Warranty Deed for the sale and transfer of the real estate to
defendant Exit 20 Auto Mall, LLC.


STOCKTON, CA: Confirmation Hearing Won't Finish Until June
----------------------------------------------------------
The hearing on whether Stockton, California, will have bankruptcy
court approval of its municipal debt-adjustment plan will continue
on June 4, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, reports.

The hearing on May 15 wasn't completed, Mr. Rochelle said.  The
trial on the approval of the City's debt plan began on May 12.
The Bloomberg report noted that the city settled with almost all
constituencies other than Franklin Resources Inc., which claims
the restructuring unfairly discriminates because the plan pays
less on its bonds than other similarly situated claims.

"I do want to make sure that there has been a fair opportunity for
all sides to be heard," U.S. Bankruptcy Judge Christopher Klein in
Sacramento, California, said on May 16, according to Dawn McCarty
and Steven Church, writing for Bloomberg News.  Judge Klein
initially scheduled a further hearing for May 29, followed by
closing arguments but the hearing was changed to June 4 after
Franklin's attorney, James Johnston of the Jones Day law firm,
told the judge a key witness wouldn't be available on May 29,
according to Bloomberg.  The news agency pointed out that the law
firm representing Franklin is the same firm representing the City
of Detroit in its Chapter 9 case.

One of the issues raised during the confirmation trial is whether
the Californian Public Employees' Retirement System can be forced
to take losses in Stockton's case along with other creditors,
Robin Respaut, writing for Reuters, reported.  CalPERS has
contended that its protected status is guaranteed under the law
and Stockton has not tried to impose any losses on the $285.2
billion pension fund, Reuters related.

"We have a festering sore here. We got to get in there and excise
it and figure out what the story is. Maybe Calpers is correct,
maybe not," Reuters cited Judge Klein as saying.

Reuters pointed out that a decision that Calpers could be impaired
has wide-ranging implications for public employee pensions across
the country and comes as a handful of distressed cities battle
their way through insolvency proceedings.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SUPERIOR AIR: Dallas Court Rejects Lycoming Engines' Appeal
-----------------------------------------------------------
LYCOMING ENGINES, Appellants, v. SUPERIOR AIR PARTS, INC.,
Appellee, Civil Action No. 3:13-CV-1162-L(N.D. Tex.), originates
from a final judgment entered by the bankruptcy court in Adversary
Proceeding No. 12-3035-BJH, which arose from a state court lawsuit
filed by Lycoming Engines, a division of Avco Corporation and
Avco's parent, Textron Industries, and removed from the 236th
Judicial District Court of Tarrant County, Texas as part of the
reopened Chapter 11 bankruptcy In re Superior Air Parts, Inc.,
Case No. 08-36705-BJH-11.  The parties to the adversary proceeding
have a long history of disputes that has resulted in two
settlement agreements disposing of federal lawsuits: a 1981
settlement and a 1999 settlement.  Pursuant to the 1999
agreements, Superior Air Parts obtained a license in certain
technical data, specifications, and blueprints for airplane engine
parts in exchange for royalty payments and Superior's agreement to
keep Lycoming's information confidential and protect it from
disclosure. The 1999 agreements also required Superior to
indemnify Lycoming against any liability resulting from any
alleged defect in the design of the designated parts, to defend
any suits against Lycoming at Superior's expense, and to obtain
insurance for the indemnification obligation.

Superior filed a voluntary petition for bankruptcy on December 31,
2008. In its schedules, Superior did not list the Appellants as
creditors or list the 1999 agreements as executory contracts. As a
result, Superior took no action to assume or reject the agreements
during its bankruptcy case.  The Appellants did not file any proof
of claim in the bankruptcy case, despite an appearance by their
counsel in the case.  A final decree was granted on September 23,
2010, and Superior's bankruptcy case was closed.

On March 14, 2012, Superior moved to reopen its bankruptcy case to
remove the lawsuit filed by the Appellants in January 2012 in the
236th Judicial District Court of Tarrant County, Texas. The
bankruptcy court granted the motion to reopen and denied the
Appellants' remand motion, finding that it had jurisdiction over
the claims pleaded in the state court action. On June 26, 2012,
the bankruptcy court denied the Appellants' request for equitable
remand and granted Superior's motion to dismiss without prejudice
to filing an amended complaint curing pleading deficiencies. The
Appellants then filed a Second Amended Original Complaint and
Request for Permanent Injunction, a 33-page pleading with an 88-
page exhibit listing parts manufactured by Superior.  The
Complaint asserts claims for (1) misappropriation of trade
secrets; (2) a declaratory judgment that Superior has no license
or other rights to Lycoming's confidential information as a result
of any licensing agreement and is therefore prohibited from
manufacturing, distributing, or selling items that incorporate any
Lycoming trade secrets; (3) unfair competition; (4) breach of
contract; (5) breach of fiduciary duty; and (6) conversion. The
pleading essentially argues that Superior failed to fulfill its
indemnity-related obligations created by the 1999 agreements for
two postpetition lawsuits, that the 1999 agreements were
terminated because of the breach or discharged in bankruptcy, and
that all subsequent use of the trade secrets and proprietary
information constitutes misappropriation of trade secrets, unfair
competition, breach of contract, breach of fiduciary duty, and
conversion.  The Appellants also urged that Superior manufactured
certain parts, without authorization, by misusing trade secret and
proprietary data resulting in postbankruptcy, independent, and
material breaches of the 1999 agreements.

In a November 2012 memorandum opinion and order, the bankruptcy
judge dismissed all claims of the Second Amended Complaint,
finding that 1999 agreements were nonexecutory contracts and the
licenses survived Superior's bankruptcy; that the indemnity
obligation was discharged upon confirmation of the discharge plan;
that the Appellants are unable to recover on any tort claim for
which the necessary factual predicate is Superior's failure to
indemnify; that Appellants' attempt to terminate the 1999
agreements was improper; that any tort claims arising out of such
attempted termination failed; and that any counts related to
postconfirmation acts were insufficiently pleaded under Iqbal and
Twombly. The bankruptcy court refused to allow further amendment
of Lycoming's Second Amended Complaint.

In a May 15 Memorandum Opinion and Order available at
http://tinyurl.com/mdas47efrom Leagle.com, District Judge Sam A.
Lindsay in Dallas affirmed the Bankruptcy Court's decision and
dismisses the appeal.

Appellants Lycoming Engines, a Division of Avco Corporation, and
Textron Innovations Inc., are represented by:

     Dennis O Olson, Esq.
     OLSON NICOUD & GUECK, LLP
     1201 Main Street, Suite 2470
     Dallas, TX 75202-3902
     Tel: 214-979-7300
          800-708-7716 (Toll free)
     Fax: 214-979-7301

          - and -

     Bryan S David, Esq.
     Charles H Smith, Esq.
     David Denny, Esq.
     Stephanie L Millett, Esq.
     SMITH & MOORE, PLLC
     3030 Lincoln Plaza
     500 North Akard Street
     Dallas, TX 75201-6606
     Tel: (214) 740-4200
     E-mail: bdavid@smith-moore.com
             csmith@smith-moore.com
             ddenny@smith-moore.com
             smillett@smith-moore.com

Superior Air Parts Inc. is represented by:

     James F. Adams, Esq.
     Christopher A Robison, Esq.
     Jerry C Alexander, Esq.
     PASSMAN & JONES PC
     1201 Elm Street, Suite 2500
     Dallas, TX 75270-2599
     Tel: (214) 742-2121 ext. 3503
     E-mail: jimadams@passmanjones.com
             robisonc@passmanjones.com
             alexanderj@passmanjones.com

                        About Superior Air

Superior Air Parts, Inc. is a Texas corporation with its offices
and operating facilities located in Coppell, Dallas County, Texas.
It was founded in 1967 in order to supply the United States Air
Force and commercial customers with replacement parts for piston
powered aircraft engines.  Superior is one of the largest
suppliers of parts under Federal Aviation Administration's  Parts
Manufacturer Approval regulations for piston engines.  It provides
Superior-brand parts for engines created by two primary original
equipment manufacturers, the Continental division of Teledyne,
Inc. and the Lycoming division of Textron Inc. Its customers are
companies that perform maintenance and overhaul work in the
general aviation industry.  Superior is also an OEM for the 180-
horsepower Vantage Engine and owner-built XM-360 engines for
various aircraft companies.

In 2006, 100% of the ownership interests of Superior was acquired
by Thielert, AG, a German corporation based out of Hamburg,
Germany. Also in 2006, Thielert purchased the debt of Superior's
senior secured lender and subordinated lenders secured by
substantially all of the Debtor's assets.

Superior Air Parts filed for Chapter 11 on Dec. 31, 2008 (Bankr. ,
N.D. Tex., Case No. 08-36705).  Judge Barbara J. Houser handles
the case.  The Debtor's counsel is Stephen A. Roberts, Esq., at
Strasburger & Price, LLP, in Austin Texas.  In its bankruptcy
petition, the Debtor estimated assets and debts of $10 million to
$50 million each.

The Debtor's Third Amended Plan of Reorganization, filed jointly
by the Debtor and the Official Committee of Unsecured Creditors,
was confirmed by Order entered on Aug. 27, 2009.  Essentially,
creditors were paid, the stock of the reorganized Superior was
sold to the Brantly Group, and Superior's pre-bankruptcy equity
interests were cancelled.  The Plan went effective on Sept. 28,
2009.  After a series of claims objections and professional fee
applications were determined, Superior filed its application for a
final decree, which was granted on Sept. 23, 2010, and Superior's
bankruptcy case was closed.


TELEFLEX INCORPORATED: Moody's Rates New Sr. Unsecured Notes Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Teleflex
Incorporated's new senior unsecured note offering. At the same
time, Moody's changed Teleflex's Speculative Grade Liquidity
Rating to SGL-2 from SGL-3 and raised its rating outlook to
positive from stable. Teleflex's existing debt ratings, including
its Ba3 CFR are affirmed.

Rating assigned:

Teleflex Incorporated

  New $250 million senior unsecured notes at Ba3 (LGD4, 58%)

Rating changed:

Teleflex Incorporated

  Speculative Grade Liquidity Rating to SGL-2 from SGL-3

Ratings affirmed (with some changes to point estimates):

Teleflex Incorporated

  CFR at Ba3

  PDR at Ba3-PD

  Senior subordinated notes at B1 (LGD5, 77%)

  Convertible senior subordinated notes at B2 (LGD6, 91%)

Ratings Rationale

"Teleflex's liquidity profile improves with the refinancing of
revolver borrowings and the repatriation of overseas cash," said
Diana Lee, a Moody's Senior Credit Officer.

The positive outlook incorporates Moody's view that margins and
cash flow metrics will likely improve as the company benefits from
the Vidacare acquisition as well as cost savings initiatives. The
outlook further incorporates Moody's belief that Teleflex will:
(1) pursue small to moderate-sized acquisitions; (2) remain
conservative in its shareholder initiatives; (3) see some
improvement in organic growth rates; and (4) maintain good
liquidity.

The company's Ba3 CFR reflects its presence in somewhat diverse
low-tech medical products, its small size relative to competitors
and Moody's expectations of moderately high leverage and limited
free cash flow relative to debt. Debt/EBITDA at December 31, 2013
was about 4.0 times but the repayment of revolver borrowings with
repatriated cash brings leverage down to about 3.4 times. Even as
sales and profits improve, Moody's expects leverage to remain at
around 3.5 times because the company will pursue additional
acquisitions. Additional headwinds include slowed procedure volume
and admission trends at US hospitals, which are reflected in flat
1Q14 top line organic growth rates. Management expects organic
constant currency sales to improve during the second half of 2014
but acquisitions, such as Vidacare, will be a key contributor to
top-line growth.

The following factors could support a rating upgrade: (1) the
company sees sustained improvement in organic growth rates and
achieves market share gains as it launches new products globally;
(2) debt/EBITDA can be sustained at around 3.5 times despite
acquisition activity; and (3) FCF/debt can be sustained at around
10%. Factors that could result in a rating downgrade include: (1)
the company pursues large acquisitions or sales and cash flow
deteriorate such that debt/EBITDA is sustained above 4.0 times; or
(2) FCF/debt is sustained below 7.5%.

The SGL-2 rating reflects Moody's expectation that following the
close of the transaction, liquidity will be good as the company
will have about $650 million under its revolver. This will enable
the company to make small to moderate sized acquisitions and fund
a possible conversion of its $400 million in convertible notes
(that are well in the money). Moody's, however, recognizes that
there are economic incentives for note holders not to convert. The
company should have adequate cushion under its covenants.

Teleflex Incorporated, headquartered in Wayne, Pennsylvania, is a
global provider of medical products with a presence in the
critical care, surgical and cardiac areas.


TELEXFREE LLC: Served With Class Lawsuit in Massachusetts Court
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TelexFree LLC and its officers and directors were
sued on May 15 in Massachusetts bankruptcy court, the new venue
for the Chapter 11 case that began in mid-April in Las Vegas.

According to the Bloomberg report, the lawsuit was brought on
behalf of a class of so-called promoters who lost $300 million and
characterizes TelexFree as a "pyramid-type Ponzi scheme."  The
complaint also names several banks among the defendants and seeks
punitive damages on top of the class members' monetary loss, the
Bloomberg report said.

An attorney representing Carlos N. Wanzeler, the co-owner of
TelexFREE who was charged along with fellow TelexFREE principal
James M. Merrill with one count of conspiracy to commit wire
fraud, told Law360 that his client is not a fugitive and plans to
fight the criminal charge against him.  Law360 noted that Merrill
was arrested and has appeared in Massachusetts federal court to
hear the charge against him, Wanzeler was not present and is a
fugitive, the state's top federal prosecutor said in a statement.

Prosecutors obtained arrest warrants on May 9 for Messrs. Merrill
and Wanzeler, according to a separate Bloomberg report.  An
affidavit filed with the U.S. district court in Worcester,
Massachusetts, by an investigator from the Department of Homeland
Security says the company generated $1 billion of revenue in 2013,
with $912 million paid as commissions to promoters, Bloomberg
related.

The affidavit describes how investigators, when they executed a
search warrant at company offices in April, intercepted the chief
financial officer trying to leave the premises with $38 million in
cashier's checks, Bloomberg further related.  The affidavit
describes how Merrill and Wanzeler took out $10 million between
them, the report added.

Law360 reported that Katia Wanzeler, wife of TelexFREE's co-owner,
was detained as she tried to flee the country and is being held on
a material witness warrant.  Federal agents arrested Katia
Wanzeler at John F. Kennedy International Airport in New York as
she was about to board a plane for Brazil, according to Christina
Sterling, a spokeswoman for the U.S. Attorney's Office for the
District of Massachusetts, Law360 related.

The class lawsuit filed on May 15 is Cellucci v. TelexFree, 14-
04057, U.S. Bankruptcy Court, District of Massachusetts
(Worcester).

The criminal case is U.S. v. Wanzeler, 14-cr-04172, U.S. District
Court, District of Massachusetts (Boston).

                         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.


TUSCANY INTERNATIONAL: Drilling Auction Attracts One More Bid
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tuscany International Drilling Inc. held an auction
May 9 that attracted one other offer, although not enough to
unseat the so-called stalking horse bidder.  The auction was held
to ensure that there wasn't a more lucrative option than selling
the business in exchange for debt.  Tuscany holds open the
possibility the lenders may carve out assets that the competing
bidder was interested in buying.

Tuscany's reorganization plan goes up for approval at a May 19
confirmation hearing.  Tuscany's Chapter 11 plan calls for secured
lenders to assume ownership in return for $155 million of the
remaining $167 million in debt. The plan has nothing for holders
of $5.2 million in unsecured claims against the holding company.
Similarly, there's no recovery for constituents of the official
shareholders' committee.  The disclosure statement shows secured
creditors with a recovery of 76.7 percent.

                    About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.  GMP Securities, LLC serves as investment banker.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.
The Bankruptcy Court has entered an order approving the bidding
procedures for the sale of all or any portion of the Debtors'
assets or the new capital stock of Reorganized HoldCo, as
reorganized under the Plan.  These bidding procedures are to be
utilized by the Debtors in the postpetition sale process in an
effort to secure the highest or otherwise best offer for the sale
of the Debtors' businesses.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


TUSCANY INTERNATIONAL: Landis Rath Can Represent Shareholders
-------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge allowed the
equity committee in Tuscany International Drilling Inc.'s case to
retain Landis Rath & Cobb LLP beyond the conclusion of its
auction, over the objections by the debtor and the agent for its
senior secured debt, who argued it would be too expensive.

According to Law360, Credit Suisse AG, which is the administrative
agent for Tuscany's $200 million prepetition loan, objected to
what it described as the "open ended" nature of the law firm's
retention application, contending that the equity committee was
not in the money in the case and the hiring would only burden the
estate with more professional fees.  The Debtor joined the
financial services firm's objection, suggesting that the Court
only approve the retention from the date the U.S. Trustee
appointed the Committee through the auction, Law360 related.

Judge Kevin Gross rejected both notions saying he wasn't yet
convinced the equity committee was out of the money, and that to
put a ceiling on the fees would only prevent the firm from
performing its duties in the case, Law360 further related.

               About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.  GMP Securities, LLC serves as investment banker.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.
The Bankruptcy Court has entered an order approving the bidding
procedures for the sale of all or any portion of the Debtors'
assets or the new capital stock of Reorganized HoldCo, as
reorganized under the Plan.  These bidding procedures are to be
utilized by the Debtors in the postpetition sale process in an
effort to secure the highest or otherwise best offer for the sale
of the Debtors' businesses.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


UNITED BANCSHARES: Incurs $221,000 Net Loss in First Quarter
------------------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $221,253 on $713,381 of total interest income for
the three months ended March 31, 2014, as compared with a net loss
of $338,787 on $719,418 of total interest income for the same
period last year.

The Company's balance sheet at March 31, 2014, showed $58.95
million in total assets, $55.84 million in total liabilities and
$3.11 million in total shareholders' equity.

                          Consent Orders

The Bank has entered into Consent Orders with the Federal Deposit
Insurance Corporation and the Pennsylvania Department of Banking
which, among other provisions, require the Bank to increase its
tier one leverage capital ratio to 8.5% and its total risk based
capital ratio to 12.5%.  As of March 31, 2014, the Bank's tier one
leverage capital ratio was 5.40% and its total risk based capital
ratio was 9.26%.  The Bank's failure to comply with the terms of
the Consent Orders could result in additional regulatory
supervision or actions.  The ability of the Bank to continue as a
going concern is dependent on many factors, including achieving
required capital levels, earnings and fully complying with the
Consent Orders.  The Consent Orders raise substantial doubt about
the Bank's ability to continue as a going concern.

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

                        http://goo.gl/QbqoZo

                     About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares reported a net loss of $668,898 on $2.89 million
of total interest income for the year ended Dec. 31, 2013, as
compared with a net loss of $1.01 million on $3.08 million of
total interest income in 2012.

McGladrey LLP, in Blue Bell, Pennsylvania, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern.


UNITEK GLOBAL: Incurs $19.6 Million Net Loss in First Quarter
-------------------------------------------------------------
UniTek Global Services, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $19.62 million on $88.60 million of revenues for the
three months ended March 29, 2014, as compared with a net loss of
$7.66 million on $113.83 million of revenues for the three months
ended March 30, 2013.

The Company's balance sheet at March 29, 2014, showed $249.60
million in total assets, $257.33 million in total liabilities and
a $7.72 million total stockholders' deficit.

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

                        http://goo.gl/SZRX7J

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million in 2013, as
compared with a net loss of $77.73 million in 2012.

                         Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the Annual Report for the
year ended Dec. 31, 2013.

                           *     *     *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UNIVERSAL COOPERATIVES: Meeting to Form Creditors' Panel on May 27
------------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting May 27, 2014, at 10:00 a.m. in the
bankruptcy case Universal Cooperatives, Inc., et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 2112
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Eagan, Minnesota-
based 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.

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.


USG CORP: Four Directors Elected at Annual Meeting
--------------------------------------------------
USG Corporation held its 2014 annual meeting of stockholders on
May 14, 2014, at which the stockholders:

   (1) elected Matthew Carter Jr., Gretchen R. Haggerty,
       Richard P. Lavin and James S. Metcalf as directors for
       three-year terms to expire in 2017.

   (2) ratified the appointment of Deloitte & Touche LLP as the
       Corporation's independent registered public accountants for
       2014; and

   (3) approved, on an advisory basis, the compensation of the
       Corporation's named executive officers.

Effective upon the adjournment of USG Corporation's annual meeting
of stockholders on May 14, 2014, and as required by the director
retirement policy contained in the Corporation's Corporate
Governance Guidelines and Bylaws, Douglas W. Ford retired from the
Corporation's Board of Directors.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

USG Corporation reported net income of $46 million in 2013, as
compared with a net loss of $125 million in 2012.

As of Dec. 31, 2013, the Company had $4.12 billion in total
assets, $3.45 billion in total liabilities and $662 million in
total stockholders' equity including noncontrolling interest.

                            *     *     *

As reported by the TCR on March 12, 2014, Standard & Poor's
Ratings Services raised its corporate credit rating on Chicago-
based USG Corp. to 'B+' from 'B'.  "The upgrade reflects our view
that improving U.S. housing construction will allow for increased
selling prices and higher volume in USG's gypsum and worldwide
ceiling segments, through which USG will continue to improve its
leverage to about 4.7x by the end of 2014, and to below 4.5x by
the end of 2015," said Standard & Poor's credit analyst Maurice
Austin.

As reported by the TCR on Oct. 30, 2013, Moody's Investors Service
upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1.  The
upgrade reflects better than anticipated overall 3Q13 operating
performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


UTSTARCOM HOLDINGS Incurs $3.3 Million Net Loss in First Quarter
----------------------------------------------------------------
UTStarcom Holdings Corp. reported a net loss of $3.29 million on
$32.34 million of net sales for the three months ended March 31,
2014, as compared with a net loss of $4.99 million on $37.17
million of net sales for the same period last year.

As of March 31, 2014, the Company had $345.90 million in total
assets, $202.79 million in total liabilities and $143.11 million
in total equity.  As of March 31, 2014, cash, cash equivalents and
short-term investments were $100.3 million.

Mr. William Wong, UTStarcom's chief executive officer, stated, "We
are pleased with our first quarter performance which was generally
within our internal expectations and ahead of our internal goals
for the cost reduction.  As mentioned last quarter, several new
products are still in early stages of their product life cycle and
are expected to become significant revenue contributors beginning
in the later half of 2014.  On the business and operating side, we
continued to grow the high-end of our product portfolio, further
set the stage for our global sales and marketing push, increased
our engagement with prospective customers in new markets, and
achieved a significant sales milestone of our core broadband
products.  Alongside these product developments, our WiFi data
offloading solution continued to be very well received by carriers
around the world. For example, our WiFi data offloading technology
has been successfully deployed on the network of one of the
largest operators in Japan. Other tier-one carriers are also
discussing plans for large-scale rollout of WiFi data offloading,
especially in the U.S. market.  Moreover, we are developing next
generation products that will tie our WiFi technology into our SDN
offerings and give us a greater ability to package our broadband
products and we are well positioned to participate in the wave of
capital investments in this equipment as well as the value-added
services that they enable."

Mr. Robert Pu, UTStarcom's chief financial officer, commented, "In
the first quarter, we significantly reduced operating expenses
year over year and continued to narrow the operating loss, with a
heightened focus on both growing our core broadband business and
generating operating efficiency.  We ended this quarter with
$100.3 million in cash and no debt on our balance sheet and will
continue to invest in our planned global growth strategies.
Furthermore, we continue to expect to achieve incremental
improvements in overall financial performance compared to 2013."

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

                       http://goo.gl/KOM44q

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings reported a net loss of $22.73 million on
$164.43 million of net sales for the year ended Dec. 31, 2013, as
compared with a net loss of $35.57 million on $186.72 million of
net sales for the year ended Dec. 31, 2012.

"We have a history of operating losses and may not have sufficient
liquidity to execute our business plan or to continue our
operations without obtaining additional funding or selling
additional securities.  We may not be able to obtain additional
funding under commercially reasonable terms or issue additional
securities," the Company said in the Annual Report for the year
ended Dec. 31, 2013.


WEST CORP: Stockholders Elected Two Directors
---------------------------------------------
At West Corporation's 2014 annual meeting held on May 13, 2014,
the stockholders of the Company:

   (i) elected Thomas B. Barker and Anthony J. DiNovi as
       directors to serve for a three-year term;

  (ii) ratified the appointment of Deloitte & Touche LLP as the
       Company's independent registered public accounting firm for
       2014;

(iii) approved, on an advisory basis, the compensation of the
       Company's named executive officers;

  (iv) approved, on an advisory basis, the holding of future
       advisory vote on executive compensation every year;

   (v) voted to approve the performance measures in the Amended
       and Restated 2013 Long-Term Incentive Plan; and

  (vi) voted to approve the Executive Incentive Plan.

In light of the voting results regarding how frequently the
Company should include a stockholder vote on the compensation of
its executives in its proxy materials, the Company has decided to
include a stockholder vote on the compensation of its executives
in its proxy materials every year until the next required
Frequency Vote.

The stockholders approved the performance measures under the Plan
so that certain compensation paid under the Plan may qualify as
performance-based compensation in accordance with Section 162(m)
of the Internal Revenue Code of 1986, as amended.  Stockholders
were not asked to approve an increase in the number of shares
available under the Plan.  The Plan allows for the grant of
performance-based compensation.  The grant, vesting, crediting or
payment of performance-based compensation, if any, is based or
conditioned on the achievement of objective performance measures
established by the Compensation Committee of the Board of
Directors.  The performance measures to be used under the Plan
will be one or more of a number of corporate-wide or subsidiary,
division, operating unit or individual measures, stated in either
absolute terms or relative terms, such as rates of growth or
improvement. Under the Plan, the Company may grant: (i)
nonqualified stock options; (ii) incentive stock options; (iii)
stock appreciation rights; (iv) restricted stock and restricted
stock units; and (v) performance units (collectively, ?Awards?).

The Plan initially reserved 8,500,000 shares of Company common
stock for the issuance of Awards.  In the event that any
outstanding Award expires or terminates without the issuance of
shares or is otherwise settled for cash, the shares allocable to
such Award, to the extent of such expiration or termination of
such Award or settlement for cash, will again be available for
issuance.  The number of performance-based awards granted under
the Plan in any year is subject to the Compensation Committee's
discretion.

The Executive Incentive Plan, as approved, is intended to qualify
for exemption under Section 162(m) of the Internal Revenue Code of
1986, as amended.  The purpose of the Executive Incentive Plan is
to (i) attract, motivate and retain officers of the Company and
its subsidiaries and divisions who have significant responsibility
for the growth and long-term success of the Company by providing
them with the opportunity to earn incentive payments based upon
the extent to which specified performance goals have been achieved
or exceeded during a performance period and (ii) provide for the
payment of other special bonus awards.  The Executive Incentive
Plan is administered by the Compensation Committee.

                       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.


ZALE CORP: Renews Call for Signet Transaction Approval
------------------------------------------------------
Zale Corporation reiterated its commitment to the pending merger
with Signet Jewelers Limited, under which Zale stockholders would
receive $21.00 per share in cash.  The transaction, which was
unanimously approved by the Zale Board of Directors, represents
the result of a thorough process that included a comprehensive
review of strategic and other alternatives and extensive
negotiations with Signet.

On May 13, 2014, Zale filed a detailed investor presentation with
the U.S. Securities and Exchange Commission in order to provide
all stockholders with additional information associated with the
proposed Signet transaction.  The presentation is available on the
SEC's Web site at www.sec.gov and the Company's Web site at
www.zalecorp.com/merger.

In reiterating its support for and recommending that Zale
stockholders vote in favor of the Signet transaction at the
May 29, 2014, special meeting of stockholders, Zale notes the
following:

   * Signet's $21.00 cash per share price provides compelling and
     immediate value to Zale stockholders.  Signet's offer
     represents a 41% premium over both Zale's closing stock price
     on Feb. 18, 2014, the day prior to the public announcement of
     the transaction, and the Company's three month volume
     weighted average closing price.  It also represents an 85%
     premium over the volume weighted average closing price of
     Zale's stock over the twelve-month period ended Feb. 18,
     2014, and a valuation of 18.5 times Zale's EBITDA for the
     twelve-month period ended Jan. 31, 2014.

   * Zale's strong and independent Board, with substantial retail
     and jewelry industry experience, unanimously approved the
     transaction with Signet.  The Zale Board conducted a thorough
     process, which included the consideration of other potential
     buyers and extensive negotiations with Signet that resulted
     in price increases from Signet's initial offer of $19.00 per
     share to $21.00 per share.  Further, the interests of Golden
     Gate Capital, the Company's largest stockholder with a 23%
     ownership stake and with two seats on the Zale Board, are
     fully aligned with the interests of all other Zale
     stockholders in seeking maximum value for Zale shares.

   * There is significant risk and uncertainty to achieving Zale's
     three-year business plan, which was designed as a stretch
     plan to challenge management.  The Zale Board evaluated the
     $21.00 cash per share offer price relative to the risks,
     uncertainties and challenges associated with the achievement
     of the Company's three-year business plan.  These factors
     included, among other things, macroeconomic conditions,
     commodity price volatility, competitive threats, the
     Company's highly levered capital structure, and the Company's
     aging infrastructure.  In addition, achievement of the three-
     year business plan assumes successful and timely execution of
     several new, critical business initiatives.  The challenging
     nature of the three-year business plan was recognized by the
     Board in establishing the long-term incentive plan.
     Achievement of the FY2016 EBITDA plan of $200 million would
     result in a maximum incentive payout (200%) with the target
     incentive payout (75% - 125%) set at 77% achievement of the
     FY2016 EBITDA plan.  The board also considered an Alternative
     Case which represented a slightly less ambitious plan, but
     still reflects significant improvement in revenue growth and
     operating margins; achievement of the Alternative Case in
     FY2016 would result in an incentive payout in excess of the
     target incentive payout range.

"Your vote is extremely important, no matter how many or how few
shares you own.  The affirmative vote of holders of a majority of
Zale's outstanding shares is required to approve the proposal to
adopt the merger agreement.  Failing to vote has the same effect
as a vote against the proposal to adopt the merger agreement.
Please take a moment to vote FOR the proposal to adopt the merger
agreement today - by telephone, by Internet or by signing, dating
and returning the enclosed proxy card in the postage-paid envelope
provided," the Company stated in the filing.

Stockholders who have any questions or need assistance voting
their shares should contact Zale?s proxy solicitor, D.F. King &
Co., Inc., toll-free at (800) 488-8095 or via email at
zale@dfking.com.

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

                        http://goo.gl/tMDXp1

                       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.


ZALE CORP: GAMCO Asset Intends to Vote Against Signet Merger
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC, GAMCO Asset Management
Inc., Gabelli Securities, Inc., et al., disclosed that they are
currently evaluating all options available to them regarding the
proposed merger between Zale Corporation and Signet Jewelers
Limited.

On May 29, 2014, Zale Corp will be holding a special meeting of
stockholders regarding the Agreement and Plan of Merger, dated as
of Feb. 19, 2014, by and among the Issuer, Signet and Carat Merger
Sub, Inc.

GAMCO is considering voting against the proposed merger and
seeking appraisal rights under Delaware law.  GAMCO's
consideration of voting against the proposed merger is based upon
the information that has been filed publicly by TIG Advisors, LLC.
Consistent with applicable laws and regulations, GAMCO may discuss
its consideration to vote against the proposed merger.

GAMCO, et al., reported that as of May 15, 2014, they beneficially
owned 1,919,857 shares of common stock of Zale Corporation
representing 4.45 percent of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://goo.gl/Nj407G

                      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.


* Allowing Setoff Committed to Court's Discretion
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when state law is silent about allowing setoff, the
bankruptcy court's decision is reviewed for abuse of discretion,
according to a May 14 opinion by the U.S. Court of Appeals in
Atlanta.

According to the report, the case arose under Florida's Consumer
Collection Practices Act when and individual in bankruptcy owed
$30,000 in credit-card debt.  The bank didn't file a claim and the
debt was discharged, but the bank nonetheless attempted to collect
the debt, prompting the bankrupt to sue under the Florida statute,
the report related.  The bankruptcy court awarded $1,000 as the
maximum statutory damages and statutorily required attorneys' fees
but refused to allow the bank to set off the damages against the
credit-card debt, the report further related.

The bank appealed and won in federal district court but the
bankrupt won on the next appeal when a three-judge panel in
Atlanta reinstated the bankruptcy court decision and barred the
use of setoff, the report said.

The case is Brook v. Chase Bank NA, 13-13538, U.S. Court of
Appeals for the 11th Circuit (Atlanta).


* Circuits Split on Appeal From Confirmation Denial
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Boston concluded on May
14 that denial of confirmation of a Chapter 13 plan is an
interlocutory order that's not appealable as of right.

According to the report, the court, in an opinion by U.S. Circuit
Judge Norman H. Stahl, sided with appeals courts in New York,
Cincinnati, St. Louis, San Francisco and Denver. Circuit courts in
Philadelphia, New Orleans and Richmond, Virginia, reached the
opposite conclusion, the report noted.

The case came to the Boston appeals court from the Bankruptcy
Appellate Panel, which granted a motion for an interlocutory
appeal, the report related.  After upholding the bankruptcy court,
the appellate panel denied a motion to certify the question for an
interlocutory appeal to the circuit court, the report said.

The case is Bullard v. Hyde Park Savings Bank (In re Bullard), 13-
9009, U.S. Court of Appeals for the First Circuit (Boston).


* IRS Floats Tightened Definition of 'Acquiring Corporation'
------------------------------------------------------------
Law360 reported that the Internal Revenue Service will now define
"acquiring corporation" in asset-based corporate reorganizations
as the corporation that directly acquires assets from the
transferring company -- instead of the corporation that ultimately
acquires the assets -- to ease administrative burdens, according
to proposed regulations.

According to the report, the distinction is important because
Section 381 of the Internal Revenue Code -- which addresses
carryovers in certain corporate acquisitions -- says acquiring
corporations receive the earnings, profits and other tax
attributes of the company that distributed its assets.  Current
regulation generally treats the directly acquiring corporation as
the acquiring corporation but also contains a provision that
potentially allows taxpayers to choose where those tax attributes
are located, the report related.

The IRS has released a proposed regulation that it says should
keep such earnings and profits at the corporation closest to the
transferring company's former shareholders, the report further
related.

"The IRS and the Treasury Department believe the proposed rule
produces more appropriate results because it would eliminate this
electivity," says the proposed regulation, which is scheduled to
be published in the Federal Register, the report said.


* Undistributed Money Returns to Debtors on Dismissal
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an April 11 decision by U.S. District Judge Joan
Lefkow in Chicago ruled that money held by a trustee when a
Chapter 13 case is dismissed goes back to the bankrupt
individuals.

According to the report, the case involved a couple who were to
pay $4,600 a month for five years.  By the time they had their
bankruptcy dismissed after confirming the plan, the trustee had
distributed $136,000 and held $16,900 undistributed, the report
related.

The bankruptcy judge directed the trustee to return the
undistributed funds, the report further related.  The trustee
appealed and lost, the report said.

The case is Williams v. Marshall (In re Marshall), 13-bk-02326,
U.S. District Court, Northern District of Illinois (Chicago).


* Credit Suisse Said Near U.S. Tax Deal for Over $1 Billion
-----------------------------------------------------------
Tom Schoenberg, David Voreacos and Elena Logutenkova, writing for
Bloomberg News, reported that Credit Suisse Group AG is close to
resolving a U.S. tax-evasion probe with an agreement that might
include a penalty of more than $1 billion, after creating a
separate entity last year to house the businesses involved.

According to the report, citing people familiar with the talks who
asked not to be identified because the matter is private, the
resolution of the investigation may also include a guilty plea.
The new unit, CS International Advisors AG, was incorporated in
December with a Swiss banking license, the report related.  In
February, Credit Suisse moved its U.S. cross-border business into
the fully owned entity, the report further related, citing records
from the Commercial Register of the Canton of Zurich.

The Justice Department, cracking down on foreign banks that help
Americans cheat the Internal Revenue Service, may charge the unit
instead of the whole firm, Scott Michel, a tax lawyer at Caplin &
Drysdale in Washington, told Bloomberg.


* Credit Suisse Guilty Plea Looms as U.S. Said to Reassure Banks
----------------------------------------------------------------
David Voreacos and Hugh Son, writing for Bloomberg News, reported
that Credit Suisse Group AG's guilty plea looms and U.S.
regulators have been reaching out to some of the firm's biggest
business partners to avert a panic, according to a person briefed
on those communications.

The bank reached a deal to plead guilty as early as May 20 to
resolve claims it helped Americans evade taxes and will pay about
$2.5 billion to the Justice Department and regulators, Bloomberg
said, citing a person familiar with the matter, requesting
anonymity because the details aren't public.

Switzerland's second-biggest bank will be allowed to continue
operating in the U.S., Bloomberg related, further citing two
people familiar with the matter said.  In their outreach ahead of
the expected guilty plea, regulators reassured some of the largest
U.S. financial firms that the current situation wouldn't become a
repeat of the crisis that followed the 2008 collapse of Lehman
Brothers Holdings Inc., Bloomberg further related, citing the
person briefed on the conversations said.


* Number of Distressed Hospitals Growing, MDS Consulting Says
-------------------------------------------------------------
MDS Consulting on May 19 disclosed that the first quarter of 2014
saw seven acute-care hospitals and health systems file for
bankruptcy protection or announce their closure.  That comes on
the heels of 18 acute-care hospitals shutting their doors
completely in 2013 and doesn't take into account those who closed
individual services, units or departments . . . or were forced to
sell because of distressed situations.

"The growing number of distressed hospitals has a chilling effect
on the healthcare industry and can be devastating for the
communities they serve, especially communities with only one
hospital," says Phil Dalton, president and CEO of MDS Consulting .
"There is great reason for concern, and attention must be paid."

A 25-year veteran of healthcare strategy, policy, planning and
business development, Dalton says that hospitals may find
themselves in an unstable position for a variety of reasons, many
of which revolve around the economic realities of the changing
industry.  "Hospitals require a strong cash flow to support
operations, but in today's economy that simply isn't happening for
many institutions," he says.  Among the reasons Dalton cites
include too little commercial insurance with favorable rates, too
high charity or bad debt, insufficient government reimbursement of
Medicare or Medicaid or not enough non-operating income to offset
these shortfalls.

"Reimbursement cuts to hospitals due to healthcare reform are
exacerbating the problem and are forcing hospitals to be far more
strategic and thoughtful in building their business plan," says
Mr. Dalton.  "It is critical that hospitals today not only assess
their expenses but adapt to new payment models that incentivize
hospitals and physicians to coordinate care, manage the health of
individuals, and ensure that care is provided as early as possible
and in the most cost-efficient setting."

Mr. Dalton says that many distressed hospitals also suffer from a
shortage of physicians or the lack of a strong physician alignment
strategy.  "Hospitals need to explore new relationships with
physicians and others who share common values and with whom they
can partner to better serve the community while assuring their own
sustainability," he says.  Physician alignment models, according
to Mr. Dalton, could include the creation of medical foundations,
clinical co-management agreements of outpatient clients, and the
development of an assortment of management services organizations.

At MDS, Mr. Dalton leads a team of seasoned healthcare
professionals who help distressed hospitals identify and evaluate
the underlying reasons for their condition and then provide road-
tested solutions to their situation.  These could range from
strategies to reduce a hospital's cost structure and expansion of
its physician alignment models to the development of commercial
accountable care organizations and even finding like-minded
partners for a host of merger and integration arrangements.

"It is time for all freestanding hospitals to candidly assess
their long-term sustainability relative to market position,
physician relationships, financial footing, payer mix, workforce
competencies, product offering and overall reputation," says
Mr. Dalton.

                       About MDS Consulting

MDS Consulting -- http://www.mdsconsulting.com-- is a national
healthcare consulting firm that helps hospitals, medical groups,
health systems and other healthcare organizations achieve their
goals for development, growth and profitability.  The MDS team of
executive-level professionals provides individualized solutions
and creative insights in such areas as physician and hospital
alignment, medical group management, network development, health
reform/accountable care, financial performance improvement,
hospital/healthcare strategic planning and implementation, and
regulatory compliance.


* State Pensions Still Struggle Despite Market Gains, Fitch Says
----------------------------------------------------------------
While most public pension plans' funded ratios are stabilizing
after multiple years of decline, they are doing so at lower
levels, leaving states exposed to higher pension costs, according
to a new Fitch Ratings report.

"While market gains and pension reforms may be helping some plans,
pension challenges remain.  Overall, actuarial liabilities rose
without pause over the last five years," said Douglas Offerman,
Senior Director in Fitch's U.S. Public Finance group.

"The seemingly inexorable growth in actuarial liabilities during a
period in which more than 40 states implemented numerous pension
reforms underscores the difficulty of implementing benefit changes
as wide-ranging as the reforms in Montana, New Mexico and Ohio."
Funded ratios for Montana, New Mexico and Ohio's pensions have
jumped significantly post-reform and included changes to the plan
cost of living assets or shifting a portion of the contribution
requirements from employers to employees.

Governments in general continue to contribute less to their
pensions than the level calculated by their actuaries, the annual
required contribution (ARC).  Since the downturn, the ARC has
risen significantly for most plans as they work to recoup past
investment losses.

Numerous plans continue to calculate an ARC assuming a rolling,
30-year amortization of the unfunded liability.  The repeated
reamortization of the unfunded liability over a new, 30-year
periods means that little meaningful progress is possible toward
full funding, without investment gains exceeding the plan's
investment return assumption.

Demographic profiles continue to weaken, with flat or declining
government employment, rising retirements, and longer lifespans in
retirement, trends that raise plan liabilities, pressure cash
flows, and shift risk for plan performance to participating
governments.

States' median debt burden totals 2.6% of personal income, while
unfunded pensions attributable to the states total 3.3% of
personal income.  The range of state debt burdens is relatively
narrow, from zero% to 9.2%.  By contrast, the range of pension
burdens is much broader, ranging from 0.2% to 19.3%.


* AlixPartners' Al Koch Gets Honorary Doctorate From Elizabethtown
------------------------------------------------------------------
Albert A. "Al" Koch , vice chairman at global business-advisory
firm AlixPartners and managing director in the firm's Turnaround &
Restructuring Services group, is being congratulated by his
AlixPartners colleagues for an honorary doctorate of business
administration degree he received on May 17 from his alma mater,
Elizabethtown College in Lancaster County, Penn.

Mr. Koch, who has been with AlixPartners 18 years (following 14
years at a major accounting firm), has led some of the highest-
profile turnaround-and-restructuring engagements in the firm's
history, including General Motors -- the largest industrial
restructuring in U.S. history.  In that engagement, he served as
chief restructuring officer of GM and, later, as chief executive
officer of Motors Liquidation Co., or "old GM," where in
conjunction with federal, state and local regulators and other
stakeholders he engineered a historic trust for the continuing
environmental remediation of former GM plants and properties, for
as long as 100 years in some cases.  Recently, Mr. Koch was also
part of the AlixPartners team at Eastman Kodak Co., which emerged
from bankruptcy this past September with a new lease on life as a
company focused on delivering imaging innovation for business.

Said Dr. Carl J. Strikwerda, president of Elizabethtown College,
at Saturday's ceremony: "Al Koch is considered to be one of the
country's foremost turnaround and restructuring experts, having
served some of the largest corporations during financial
realignment efforts.  In recognition of his work in corporate
renewal and for service to the college and the community, it is a
great honor to present [him] for the degree of doctor of business
administration, honoris causa."

Said Lisa Donahue, global leader of the Turnaround & Restructuring
Services group at AlixPartners: "AlixPartners warmly congratulates
Al Koch on this honor.  His distinguished career is certainly an
inspiration to all in the field of corporate renewal."

This was Elizabethtown College's 111th commencement, during which
501 new graduates walked the stage, earning various bachelor's and
master's degrees.  Mark Samels, executive director of the PBS
flagship history series "American Experience," delivered the
commencement address.

                    About Elizabethtown College

Located in historic Lancaster County, Penn., Elizabethtown College
-- http://www.etown.edu/about/-- is a private coed institution
offering more than four-dozen liberal arts, fine- and performing-
arts, science and engineering, business, communications and
education degrees.

                        About AlixPartners

AlixPartners -- http://www.alixpartners.com-- is a global
business advisory firm of results-oriented professionals who
specialize in creating value and restoring performance at every
stage of the business lifecycle.  The firm's expertise covers a
wide range of businesses and industries whether they are healthy,
challenged or distressed.  Since 1981, it has taken a unique,
small-team, action-oriented approach to helping corporate boards
and management, law firms, investment banks and investors respond
to critical business issues.


* Jack Butler Joins Hilco Global as Executive Vice President
------------------------------------------------------------
Jack Butler, one of the most well-known and highly regarded
dealmakers and thought leaders in the restructuring, corporate
reorganization and M &A community has joined the executive
leadership team at Hilco Global.  In his new role as Executive
Vice President of Hilco Global, Mr. Butler will have
responsibility for driving overall growth and continued worldwide
expansion of the Northbrook, Illinois based diversified financial
services firm.

Jeffrey B. Hecktman, Chairman and CEO of Hilco Global explained
Mr. Butler's new EVP role by stating that "Jack will work directly
with our executive leadership team and me to continue to align our
organization to meet our strategic commercial and growth
objectives, add new business partners and clients, and expand our
footprint around the world."  Mr. Hecktman said "Jack Butler is
recognized as one of the premier restructuring dealmakers in the
world today and his addition to the top management of our company
serves as a testament to the quality of the work we deliver and
the level of talent we have attracted to our company."

Mr. Hecktman, who founded Hilco Global in 1987 as an asset
valuation and disposition firm, has successfully built a global
team of executives in 11 countries around the world and has
expanded the organization into a highly diversified financial-
services firm with 20 different business units with nearly 500
direct employees and more than 7,500 employees worldwide in
companies that Hilco has an equity investment.  Hilco has
completed transactions in the billions of dollars since its
inception.  Mr. Hecktman said that "the addition of Jack Butler to
the top management of our company further enhances the strength of
our position as one of the world's leading authorities for asset
valuation, monetization and advisory solutions."

Mr. Butler joins Hilco Global from Skadden, Arps, Slate, Meagher &
Flom LLP, the international law firm that he joined in 1990 to
help found the firm's preeminent corporate restructuring practice
and where he was a practice leader for 23 years.  He was named one
of the decade's most influential lawyers by The National Law
Journal, was profiled for developing "creative solutions" during
the credit crisis in the Financial Times' inaugural "US Innovative
Lawyers" report, and has been recognized as one of The American
Lawyer's "Dealmakers of the Year" on several occasions for his
work on the Delphi Corporation, Kmart Corporation and Xerox
Corporation restructurings, among others.  Most recently,
Mr. Butler spent the last several years advising unsecured
creditors in American Airlines' reorganization and its recent $18
billion merger with US Airways Group, Inc., a transaction which
has been cited for its innovation, collaboration and creativity by
the business community and financial markets.

Commenting on his decision to join Hilco Global, Mr. Butler said
"Hilco's established track record of maximizing value in both
investment grade and distressed situations across industries,
geographies and markets is extremely appealing.  Equally
attractive is the opportunity to work alongside very talented,
ethical and collegial colleagues who are committed to delivering
superior client service in our advisory and valuation businesses
and best-in-class returns in our monetization transactions and
investments held for our own account."  Mr. Butler added that "it
is very exciting to join Hilco Global at a time when it is
committed to measured, strategic growth across the Americas and in
Asia, Australia and Europe across its diversified business
platform including expanding into additional market channels and
countries."

A recipient of the Ellis Island Medal of Honor, which is given to
Americans who exemplify outstanding qualities in both their
personal and professional lives, Mr. Butler is also a member of
the M &A Advisors' Hall of Fame and the Turnaround, Restructuring
and Distressed Investing Industry Hall of Fame.  One of the
founders and past chairs of the Turnaround Management Association,
he has served in leadership positions for many other industry
organizations, including the American Bankruptcy Institute,
American Board of Certification, the Commercial Finance
Association and its Education Foundation, INSOL International, and
the New York Institute of Credit.  Mr. Butler is also a fellow in
the American College of Bankruptcy and International Insolvency
Institute.

Mr. Hecktman added that "not only does Jack bring to Hilco Global
his considerable credentials and outstanding reputation as a
dealmaker and restructuring expert, but he is equally as committed
to his family, friends and community as he is to his professional
life and career."  Mr. Butler has served in leadership positions
with numerous civic and charitable organizations including the
Hugh O'Brian Youth Leadership organization, St. Chrysostom's
Church and Day School, Children Affected by AIDS Foundation and
Princeton University, his alma mater.

                       About Hilco Global

Northbrook, Illinois based Hilco Global --
http://www.hilcoglobal.com-- is an independent and diversified
financial services company and the world's preeminent authority on
maximizing the value of assets for both healthy and distressed
companies.  Hilco Global operates as the holding company comprised
of twenty specialized business unit's that work to help companies
understand the value of their assets and then monetize that value.
Often, Hilco Global acts as an advisor to provide consultative
services in all aspects of the asset management process.   For
over 28 years Acting as a principal or agent, Hilco Global has a
successful track record of delivering the best possible result by
aligning interests with clients and providing them strategic
insight, advice, and, in many instances, the capital required to
complete the deal.


* Arizona Bankruptcy Court Gets a New Judge
-------------------------------------------
The Associated Press reported that the 9th Circuit Court of
Appeals in San Francisco announced the appointment of a new judge
for the U.S. Bankruptcy Court in Arizona.  Officials says Brenda
Kay Martin received the oath of office, the AP said.  She will be
based in Phoenix, the report related.

Martin fills the judgeship vacated by George B. Nielsen Jr., who
will continue to serve the court in a limited capacity as a
recalled judge, the AP further related.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN          133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE   ALSWF US        133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE   OU1 GR          133.7      (10.5)      (5.9)
ACHAOGEN INC       AKAO US          13.8       (0.0)       2.1
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US         452.2      (91.1)     (90.7)
ADVENT SOFTWARE    AXQ GR          452.2      (91.1)     (90.7)
AEROHIVE NETWORK   HIVE US          69.9       (3.3)      21.5
AEROHIVE NETWORK   2NW GR           69.9       (3.3)      21.5
AIR CANADA-CL A    ADH GR        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH TH        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    AC/A CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    AIDIF US      9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AC/B CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AIDEF US      9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC   3A9 GR           26.7      (32.0)       2.5
ALDER BIOPHARMAC   ALDR US          26.7      (32.0)       2.5
ALLIANCE HEALTHC   AIQ US          489.8     (136.6)      58.7
AMC NETWORKS-A     AMCX US       3,484.7     (478.3)     642.3
AMC NETWORKS-A     9AC GR        3,484.7     (478.3)     642.3
AMER RESTAUR-LP    ICTPU US         33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US         198.9     (135.8)      (0.4)
ANGIE'S LIST INC   8AL TH          124.3      (20.3)     (30.0)
ANGIE'S LIST INC   ANGI US         124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL GR          124.3      (20.3)     (30.0)
ARRAY BIOPHARMA    ARRY US         146.3       (5.4)      90.2
ATLATSA RESOURCE   ATL SJ          773.6      (14.1)      30.2
AUTOZONE INC       AZ5 GR        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 TH        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZO US        7,262.9   (1,710.3)    (860.8)
BARRACUDA NETWOR   CUDA US         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR          236.2      (90.1)     (66.5)
BERRY PLASTICS G   BERY US       5,367.0     (135.0)     684.0
BERRY PLASTICS G   BP0 GR        5,367.0     (135.0)     684.0
BIOCRYST PHARM     BO1 TH           48.9       (1.1)      26.9
BIOCRYST PHARM     BCRX US          48.9       (1.1)      26.9
BIOCRYST PHARM     BO1 GR           48.9       (1.1)      26.9
BIODELIVERY SCIE   BDSI US          38.0       (0.8)       1.6
BIODELIVERY SCIE   BD5 GR           38.0       (0.8)       1.6
BOULEVARD ACQUIS   BLVDU US          0.5       (4.3)      (4.7)
BOULEVARD ACQUIS   BLVD US           0.5       (4.3)      (4.7)
BRP INC/CA-SUB V   BRPIF US      1,951.2      (40.8)     155.6
BRP INC/CA-SUB V   DOO CN        1,951.2      (40.8)     155.6
BRP INC/CA-SUB V   B15A GR       1,951.2      (40.8)     155.6
BURLINGTON STORE   BURL US       2,621.1     (150.5)     112.7
BURLINGTON STORE   BUI GR        2,621.1     (150.5)     112.7
CABLEVISION SY-A   CVY GR        6,542.9   (5,210.9)     281.8
CABLEVISION SY-A   CVC US        6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI   CZR US       24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI   C08 GR       24,376.7   (2,276.8)     566.0
CANNAVEST CORP     CANV US          10.7       (0.2)      (1.3)
CANNAVEST CORP     0VE GR           10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      14,597.1   (9,128.0)     643.8
CELLADON CORP      CLDN US          24.6      (44.3)      20.1
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,213.7     (497.0)     141.2
CHOICE HOTELS      CZH GR          554.9     (454.6)     109.5
CHOICE HOTELS      CHH US          554.9     (454.6)     109.5
CIENA CORP         CIE1 TH       1,800.6      (86.9)     800.8
CIENA CORP         CIE1 GR       1,800.6      (86.9)     800.8
CIENA CORP         CIEN TE       1,800.6      (86.9)     800.8
CIENA CORP         CIEN US       1,800.6      (86.9)     800.8
CINCINNATI BELL    CBB US        2,101.5     (670.7)       7.7
DEX MEDIA INC      DXM US        2,464.0     (703.0)     143.0
DIRECTV            DTV US       22,520.0   (6,512.0)    (929.0)
DIRECTV            DTV CI       22,520.0   (6,512.0)    (929.0)
DIRECTV            DIG1 GR      22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA     EZV GR          524.3   (1,269.0)     113.5
DOMINO'S PIZZA     DPZ US          524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV TH          524.3   (1,269.0)     113.5
DUN & BRADSTREET   DNB US        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DB5 TH        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DB5 GR        1,807.2   (1,061.9)     (85.5)
EASTMAN KODAK CO   KODN GR       3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODK US       3,815.0   (3,153.0)    (785.0)
EDGEN GROUP INC    EDG US          883.8       (0.8)     409.2
EGALET CORP        EGLT US          14.4       (1.5)      (3.1)
ELEVEN BIOTHERAP   EBIO US           5.1       (6.1)      (2.9)
EMPIRE STATE -ES   ESBA US       1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US       1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN   FONN GR       1,546.4     (338.8)      25.3
FAIRPOINT COMMUN   FRP US        1,546.4     (338.8)      25.3
FERRELLGAS-LP      FGP US        1,620.8     (101.2)      20.0
FERRELLGAS-LP      FEG GR        1,620.8     (101.2)      20.0
FIVE9 INC          1F9 GR           56.3       (3.0)       1.1
FIVE9 INC          FIVN US          56.3       (3.0)       1.1
FREESCALE SEMICO   1FS TH        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS GR        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   FSL US        3,100.0   (3,851.0)   1,244.0
GENTIVA HEALTH     GHT GR        1,262.6     (300.2)      94.3
GENTIVA HEALTH     GTIV US       1,262.6     (300.2)      94.3
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLORI ENERGY INC   GLRI US           0.1       (0.0)       -
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
GREENSHIFT CORP    VD4B GR           8.4      (39.6)     (41.2)
HCA HOLDINGS INC   HCA US       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH TH       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH GR       29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN   HDS US        6,324.0     (764.0)   1,210.0
HD SUPPLY HOLDIN   5HD GR        6,324.0     (764.0)   1,210.0
HORIZON PHARMA I   HPM TH          299.1     (229.2)      93.2
HORIZON PHARMA I   HZNP US         299.1     (229.2)      93.2
HORIZON PHARMA I   HPM GR          299.1     (229.2)      93.2
HOVNANIAN ENT-A    HOV US        1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-A    HO3 GR        1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-B    HOVVB US      1,787.3     (456.1)   1,131.9
HOVNANIAN-A-WI     HOV-W US      1,787.3     (456.1)   1,131.9
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP        ICY GR          666.8     (162.4)     474.2
INCYTE CORP        INCY US         666.8     (162.4)     474.2
INCYTE CORP        ICY TH          666.8     (162.4)     474.2
INFOR US INC       LWSN US       6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA   I4P TH          141.9     (153.7)    (148.2)
INTERCEPT PHARMA   I4P GR          141.9     (153.7)    (148.2)
INTERCEPT PHARMA   ICPT US         141.9     (153.7)    (148.2)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   JE US         1,543.7     (199.3)     (12.4)
JUST ENERGY GROU   JE CN         1,543.7     (199.3)     (12.4)
JUST ENERGY GROU   1JE GR        1,543.7     (199.3)     (12.4)
L BRANDS INC       LTD GR        7,198.0     (369.0)   1,324.0
L BRANDS INC       LB US         7,198.0     (369.0)   1,324.0
L BRANDS INC       LTD TH        7,198.0     (369.0)   1,324.0
LEAP WIRELESS      LWI TH        4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI GR        4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US       4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US          820.2     (157.4)       9.9
LORILLARD INC      LO US         3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV GR        3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV TH        3,912.0   (2,161.0)     897.0
LUMENPULSE INC     LMP CN           29.4      (38.4)       3.5
LUMENPULSE INC     0L6 GR           29.4      (38.4)       3.5
MACROGENICS INC    MGNX US          42.0       (4.0)      11.7
MACROGENICS INC    M55 GR           42.0       (4.0)      11.7
MALIBU BOATS-A     M05 GR           57.2      (32.5)      (2.0)
MALIBU BOATS-A     MBUU US          57.2      (32.5)      (2.0)
MARRIOTT INTL-A    MAQ TH        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAR US        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ GR        6,665.0   (1,625.0)  (1,031.0)
MDC PARTNERS-A     MD7A GR       1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDZ/A CN      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDCA US       1,570.3      (94.1)    (218.7)
MERITOR INC        MTOR US       2,531.0     (782.0)     298.0
MERITOR INC        AID1 GR       2,531.0     (782.0)     298.0
MERRIMACK PHARMA   MACK US         165.0      (65.8)      81.9
MERRIMACK PHARMA   MP6 GR          165.0      (65.8)      81.9
MIRATI THERAPEUT   MRTX US          18.5      (24.3)     (25.3)
MIRATI THERAPEUT   26M GR           18.5      (24.3)     (25.3)
MONEYGRAM INTERN   MGI US        4,761.4      (39.5)     115.9
MORGANS HOTEL GR   M1U GR          572.8     (172.9)       6.5
MORGANS HOTEL GR   MHGC US         572.8     (172.9)       6.5
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED   XWM GR          998.4     (179.2)      99.9
NATIONAL CINEMED   NCMI US         998.4     (179.2)      99.9
NAVISTAR INTL      NAV US        7,654.0   (3,877.0)     645.0
NAVISTAR INTL      IHR TH        7,654.0   (3,877.0)     645.0
NAVISTAR INTL      IHR GR        7,654.0   (3,877.0)     645.0
NEKTAR THERAPEUT   NKTR US         487.0       (9.8)     225.5
NEKTAR THERAPEUT   ITH GR          487.0       (9.8)     225.5
NEXSTAR BROADC-A   NXZ GR        1,148.8       (8.4)     134.7
NEXSTAR BROADC-A   NXST US       1,148.8       (8.4)     134.7
NII HOLDING INC    NIHD* MM      8,189.7       (8.8)   1,078.9
NYMOX PHARMACEUT   NYMX US           1.0       (6.1)      (3.2)
OCI PARTNERS LP    OCIP US         460.3      (98.7)      79.8
OCI PARTNERS LP    OP0 GR          460.3      (98.7)      79.8
OMEROS CORP        3O8 GR           16.5      (18.4)       2.9
OMEROS CORP        OMER US          16.5      (18.4)       2.9
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPOWER INC         38O TH           63.1       (6.3)     (11.9)
OPOWER INC         OPWR US          63.1       (6.3)     (11.9)
OPOWER INC         38O GR           63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD   OSGIQ US      3,644.5      (60.2)     439.5
OVERSEAS SHIPHLD   OV6 GR        3,644.5      (60.2)     439.5
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE   PAO EU          480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAO GR          480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAHC LN         480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PAHC US         480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PB8 GR          480.8      (63.5)     179.9
PHILIP MORRIS IN   4I1 TH       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM FP        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM US        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PMI SW       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1CHF EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1EUR EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 GR       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 EU       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 TE       36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLUG POWER INC     PLUN TH          35.4      (15.5)      11.1
PLUG POWER INC     PLUG US          35.4      (15.5)      11.1
PLUG POWER INC     PLUN GR          35.4      (15.5)      11.1
PLY GEM HOLDINGS   PGEM US       1,033.7     (107.2)     199.4
PLY GEM HOLDINGS   PG6 GR        1,033.7     (107.2)     199.4
PROTALEX INC       PRTX US           1.2       (8.6)       0.6
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QDZ GR          443.2      (51.2)     106.0
QUALITY DISTRIBU   QLTY US         443.2      (51.2)     106.0
QUINTILES TRANSN   Q US          3,061.9     (559.5)     571.3
QUINTILES TRANSN   QTS GR        3,061.9     (559.5)     571.3
REGAL ENTERTAI-A   RETA GR       2,787.3     (751.2)     142.6
REGAL ENTERTAI-A   RGC US        2,787.3     (751.2)     142.6
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
RETROPHIN INC      RTRX US          21.4       (5.8)     (10.3)
RETROPHIN INC      17R GR           21.4       (5.8)     (10.3)
REVANCE THERAPEU   RVNC US          18.9      (23.7)     (28.6)
REVANCE THERAPEU   RTI GR           18.9      (23.7)     (28.6)
REVLON INC-A       REV US        2,123.9     (596.5)     246.4
REVLON INC-A       RVL1 GR       2,123.9     (596.5)     246.4
RITE AID CORP      RTA GR        6,944.9   (2,113.7)   1,777.7
RITE AID CORP      RAD US        6,944.9   (2,113.7)   1,777.7
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SABRE CORP         19S TH        4,755.7     (317.7)    (273.6)
SABRE CORP         19S GR        4,755.7     (317.7)    (273.6)
SABRE CORP         SABR US       4,755.7     (317.7)    (273.6)
SALLY BEAUTY HOL   S7V GR        2,106.0     (268.8)     715.8
SALLY BEAUTY HOL   SBH US        2,106.0     (268.8)     715.8
SILVER SPRING NE   SSNI US         524.4      (97.1)      97.5
SILVER SPRING NE   9SI GR          524.4      (97.1)      97.5
SILVER SPRING NE   9SI TH          524.4      (97.1)      97.5
SMART TECHNOL-A    2SA TH          374.2      (29.4)      71.6
SPORTSMAN'S WARE   06S GR          224.2     (121.1)      83.2
SPORTSMAN'S WARE   SPWH US         224.2     (121.1)      83.2
SUNEDISON INC      SUNE* MM      7,166.1     (236.5)     250.8
SUNEDISON INC      WFR GR        7,166.1     (236.5)     250.8
SUNEDISON INC      WFR TH        7,166.1     (236.5)     250.8
SUNEDISON INC      SUNE US       7,166.1     (236.5)     250.8
SUNGAME CORP       SGMZ US           0.1       (2.2)      (2.3)
SUPERVALU INC      SJ1 GR        4,374.0     (738.0)      52.0
SUPERVALU INC      SVU US        4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 TH        4,374.0     (738.0)      52.0
THRESHOLD PHARMA   THLD US          94.7      (29.0)      50.3
TOWN SPORTS INTE   CLUB US         413.8      (43.5)      27.8
TRANSDIGM GROUP    TDG US        6,399.3     (125.6)     975.5
TRANSDIGM GROUP    T7D GR        6,399.3     (125.6)     975.5
TRINET GROUP INC   TN3 GR        1,434.7     (270.4)      65.1
TRINET GROUP INC   TNET US       1,434.7     (270.4)      65.1
TRINET GROUP INC   TNETEUR EU    1,434.7     (270.4)      65.1
TRINET GROUP INC   TN3 TH        1,434.7     (270.4)      65.1
ULTRA PETROLEUM    UPM GR        2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM    UPL US        2,881.8     (227.7)    (374.8)
UNISYS CORP        UISEUR EU     2,399.2     (659.6)     421.4
UNISYS CORP        USY1 TH       2,399.2     (659.6)     421.4
UNISYS CORP        UIS US        2,399.2     (659.6)     421.4
UNISYS CORP        USY1 GR       2,399.2     (659.6)     421.4
UNISYS CORP        UIS1 SW       2,399.2     (659.6)     421.4
UNISYS CORP        UISCHF EU     2,399.2     (659.6)     421.4
VARONIS SYSTEMS    VS2 GR           33.7       (1.5)       1.8
VARONIS SYSTEMS    VRNS US          33.7       (1.5)       1.8
VECTOR GROUP LTD   VGR GR        1,459.2      (12.6)     422.5
VECTOR GROUP LTD   VGR US        1,459.2      (12.6)     422.5
VENOCO INC         VQ US           695.2     (258.7)     (39.2)
VERISIGN INC       VRS GR        2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS TH        2,609.3     (457.6)    (253.6)
VERISIGN INC       VRSN US       2,609.3     (457.6)    (253.6)
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         346.7      (16.3)     106.1
WEIGHT WATCHERS    WW6 TH        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WW6 GR        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WTW US        1,483.1   (1,452.8)     (31.0)
WEST CORP          WSTC US       3,544.1     (709.4)     405.3
WEST CORP          WT2 GR        3,544.1     (709.4)     405.3
WESTMORELAND COA   WLB US        1,407.1     (206.2)     (30.5)
WESTMORELAND COA   WME GR        1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG   XRM US          624.1      (11.4)     107.5
YRC WORLDWIDE IN   YRCW US       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 TH       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 GR       2,215.1     (363.1)     193.6



                             *********

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 ***