TCR_Public/140522.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 22, 2014, Vol. 18, No. 140

                            Headlines


601 LEHIGH ASSOCIATES: Case Summary & 7 Top Unsecured Creditors
8 WEST 58TH STREET: Case Summary & 20 Largest Unsecured Creditors
ABLEST INC: Plan Has May 16, 2014 Effective Date
ADVANCED EMISSIONS: Gets NASDAQ Listing Non-Compliance Notice
ALION SCIENCE: Conference Call Set Today to Discuss Results

ALL-AMERICAN RESTORATIVE: Nursing Homes Seek Bankruptcy Protection
ATP OIL: Files Liquidating Plan and Disclosure Statement
BAY AREA FIN'L: Court Approves Sale of 1,710 Shares
BAY AREA FIN'L: Disclosure Statement Hearing Continued to June 18
BAY CLUB PARTNERS: Court Denies Legg Mason's Case Dismissal Bid

BAY CLUB PARTNERS: Cash Collateral Payments to Legg Mason Okayed
BELLE FOODS: Court Approves Settlement With Creditors Panel
BROOKSTONE HOLDINGS: Confirmation Hearing Scheduled for June 23
BUDD CO: PI Claimants Push for Official Asbestos Committee
CASA CASUARINA: Plan Will Not Liquidate All Assets

CASA CASUARINA: Full-Payment Plan Approved in Miami
CHC HELICOPTER: Moody's Affirms B2 Corporate Family Rating
CHESAPEAKE ENERGY: Moody's Hikes Corp. Family Rating to 'Ba1'
CHESAPEAKE ENERGY: S&P Raises CCR to 'BB+'; Outlook Stable
CHRYSLER GROUP: Proposes Early Start of Union Contract Talks

COLDWATER CREEK: Creditors Raise Questions About Final Days
CONNECTEDU INC: Wins Approval of Sale Process
COOPER-BOOTH: Court Confirms Full-Payment Ch. 11 Plan
CORPORATE EXECUTIVE: S&P Affirms 'BB-' CCR & Revises Outlook
COSTA DORADA: Wants Until May 26 to File Voluntary Dismissal

CSC HOLDINGS: Moody's Assigns 'Ba2' Sr. Unsecured Bonds Rating
DECATUR HOSPITAL: S&P Assigns 'BB+' Rating to $102MM Bonds
DETROIT, MI: Police & Firefighters File Objections to Plan
DOLAN COMPANY: Wants Schedules Filing Deadline Moved to June 12
DULARA AUTOMOTIVE: Voluntary Chapter 11 Case Summary

EL PASO LLC: Fitch Affirms 'BB+' Issuer Default Rating
ENERGY FUTURE: Aurelius Capital Taps Goodwin Procter as Counsel
ENERGY FUTURE: Objects to WSFS Motion to Transfer Case
ENERGY FUTURE: Cash Tender Early Participation Date Extended
ENOVA INTERNATIONAL: S&P Assigns 'B' Issuer Credit Rating

FIRST PHILADELPHIA: Seeks to Extend Plan Filing Until July 19
FLINT, MI: Retiree Suit Threatens to Tip City into Bankruptcy
FOUR WELLS: Case Summary & 20 Largest Unsecured Creditors
FREESEAS INC: Amends 250,000 Units Prospectus
GARLOCK SEALING: Asbestos Claimants Want To Limit Access To Docs

GENERAL MOTORS: Next Fight to Occur July 1 Over Faulty Switches
GENERAL MOTORS: CEO to Provide Update on Internal Probe
GENEX HOLDINGS: S&P Assigns 'B' CCR & Rates $310MM Facilities 'B'
GRAYSBURG HILLS: Case Summary & 2 Largest Unsecured Creditors
HALLWOOD GROUP: Closes Merger with Hallwood Financial

HANESBRANDS INC: Moody's Hikes Corp. Family Rating to 'Ba1'
HCA HOLDINGS: Share Repurchase No Impact on Moody's 'B1' CFR
HENNIGES AUTOMOTIVE: Moody's Assigns 'B2' Corporate Family Rating
HENRY CO: S&P Raises Rating on 2nd Lien Term Loan to 'B-'
HOLT DEVELOPMENT: To File Consensual Amended Plan by May 31

HOSTESS BRANDS: Names William Toler as New CEO
JACOBY & MEYERS: Creditors Want Court to Force Firm Into Ch. 11
KID BRANDS: Defaults, Faces Possible Bankruptcy
LAGUNA BRISAS: Receiver's Access to Cash Extended Until July 1
LAKEVIEW DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors

LANDAUER HEALTHCARE: Joint Liquidation Plan Declared Effective
LANDAUER HEALTHCARE: Wins Interim Use of Infinite License
LANGUAGE LINE: S&P Lowers CCR to 'B-' on Incomplete Refinancing
LEADING EDGE: Files in Delaware to Liquidate
LEVEL 3 COMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Positive

LIGHTSQUARED INC: Ergen Win May Hurt Him in Nevada Lawsuit
LOFINO PROPERTIES: Ch. 11 Trustee May Access Cash Thru June 30
M.A.R. REALTY: Accord on Bank's Bid for Stay Relief Approved
MEE APPAREL: Ecko Unlimited Cancels Auction
MF GLOBAL: Former Execs Granted Extra $10M For Defense Costs

MJC AMERICA: Has Until Oct. 10 to Propose Chapter 11 Plan
MONTANA ELECTRIC: Modifications to Plan Outline Filed
MONTREAL MAINE: Sale Generates Nothing for Victims
MOORE FREIGHT: Wants SGEF to Comply With Confirmation Order
MORGANS HOTEL: Accommodations Acquisition Holds 6.4% Stake

MOTORS LIQUIDATION: Scheduling Order Entered to Settle Issues
MOUNTAIN COUNTRY: Trustee Can Hire Elliot Davis as Accountant
NATIONAL VINYL: Case Summary & 14 Largest Unsecured Creditors
NEW ENGLAND COMPOUNDING: Agrees to Give Tenn. $5M Over Outbreak
NEWFIELD EXPLORATION: Fitch Affirms 'BB+' IDR; Outlook Stable

NORTH AMERICAN BREWERIES: S&P Withdraws B+ Sr. Secured Loan Rating
NORTH JERSEY COMMUNITY: Case Summary & 20 Top Unsecured Creditors
OVERSEAS SHIPHOLDING: Wants Additional Agents for Exit Loan
PGA FLYOVER: Wants Case Closed, Plan Substantially Consummated
PICACHO HILLS: Files Schedules of Assets and Liabilities

PICACHO HILLS: June 6 Set as Claims Bar Date
PICACHO HILLS: US Trustee Seeks Chapter 7 Conversion
PORTER BANCORP: SBAV LP Holds 7.5% Equity Stake
POSITIVEID CORP: Delays Form 10-Q for First Quarter
POSITRON CORP: Incurs $861,000 Net Loss in First Quarter

PRECISION OPTICS: Incurs $380,000 Net Loss in March 31 Quarter
PRESSURE BIOSCIENCES: Incurs $3.1 Million Net Loss in 1st Quarter
PROMMIS HOLDINGS: Nathaniel Sobayo Allowed to Pursue Claims
PROMMIS HOLDINGS: Settlement with Cypress Innovations Approved
REDE ENERGIA: Petitioner Balks at Noteholders' Delaying Tactic

REGIONAL CARE: Court Confirms Plan Following Asset Sale to Banner
REVSTONE INDUSTRIES: Huron Completes Sale of Multiple Businesses
REVSTONE INDUSTRIES: To Auction Canadian Aarkel Business in June
RIVERWALK JACKSONVILLE: Sabadell Wants to Prohibit Use of Cash
RIVERWALK JACKSONVILLE: Asks Court to Allow Use of Cash Collateral

RYNARD PROPERTIES: Has Until July 11 to Propose Chapter 11 Plan
RYNARD PROPERTIES: U.S. Trustee Unable to Form Creditors Panel
SAN BERNARDINO, CA: Agrees w/ CalPERS to Delay Bankruptcy Appeal
SANMINA CORPORATION: Moody's Rates $350MM Sr. Secured Notes 'Ba2'
SAVIENT PHARMACEUTICALS: Wins Ch. 11 Plan Approval

SCIENTIFIC GAMES: Moody's Rates $375MM Senior Notes 'B3'
SEAGATE HDD: Moody's Rates $500MM Senior Unsecured Notes 'Ba1'
SHELBOURNE NORTH WATER: Has Until Oct. 31 to Solicit Plan Votes
SHELBOURNE NORTH WATER: Wants Brown Udell Firm's Claim Disallowed
SILVERSUN TECHNOLOGIES: Posts $120,700 Net Income in 1st Quarter

SIMPLY WHEELZ: To Auction Five Airport Car-Rental Sites
SIONIX CORP: Delays Form 10-Q for First Quarter
SHUBH HOTELS: Boca Raton Guest Suites Auctions for $9.23 Million
SOUNDELUX: Files Ch.11; Closes Hollywood, Santa Monica Facilities
SPANISH BROADCASTING: S&P Lowers CCR to 'CCC+'; Outlook Negative

SPANSION INC: Noteholders Awarded for Assisting Reorganization
STRATUS MEDIA: Delays Form 10-Q, Expects $1.4MM Net Loss in Q1
SUNVALLEY SOLAR: Incurs $214,000 Net Loss in First Quarter
TELEFLEX INC: S&P Assigns 'BB' Rating to $250MM Unsecured Notes
THORNBURG MORTGAGE: Ex-CEO Denies Lying On TV In Bid To Nix Suit

TONGJI HEALTHCARE: Incurs $63,000 Net Loss in First Quarter
TOTAL PROTECTION: Case Summary & 20 Top Unsecured Creditors
TRAVELPORT HOLDINGS: Selling 7.5 Million Shares of Orbitz
TUSCANY INTERNATIONAL: U.S. Trustee Is Sole Objector to Plan
UNILAVA CORP: Reports $229,600 Net Loss in First Quarter

UNIVERSAL COOPERATIVES: Has Interim OK to Obtain $3.9MM DIP Loan
UNIVERSAL COOPERATIVES: Employs Foley & Lardner as Counsel
UNIVERSAL COOPERATIVES: Hires Young Conaway as Local Counsel
UNIVERSAL COOPERATIVES: Taps Keystone for Management Services
UNIVERSAL COOPERATIVES: Employs Prime Clerk as Admin. Advisor

UNIVERSAL LOGISTICS: Case Summary & 20 Top Unsecured Creditors
UTSTARCOM HOLDINGS: Two Directors Resigned
VELTI DR LIMITED: Chapter 15 Case Summary
VOGUE INTERNATIONAL: Moody's Assigns B2 Corporate Family Rating
WATERFRONT OFFICE: Seeks Final Decree Closing Case

WEST CORP: To Acquire Health Advocate for $265 Million

* Educ. Dept. Urged to Clarify Student Loan Bankruptcies Policy
* Credit Suisse Plea Raises Risk of U.S. Bank Indictment
* Jeffer Mangels & Shulman Hodges Announce Formation of 9019BAM!
* Kramer Levin Partner Scores Supreme Court Advisory Post
* New Bankruptcy Fees to Take Effect June 1

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


601 LEHIGH ASSOCIATES: Case Summary & 7 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: 601 Lehigh Associates, LLC
        601 Lehigh Avenue
        Union, NJ 07083

Case No.: 14-20171

Chapter 11 Petition Date: May 20, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: Avram E. Frisch, Esq.
                  THE LAW OFFICE OF AVRAM E. FRISCH LLC
                  4 Forest Avenue, Suite 200
                  Paramus, NJ 07652
                  Tel: 201-289-5352
                  Fax: 866-883-9690
                  Email: frischa@avifrischlaw.com

                     - and -

                  Barry Scott Miller, Esq.
                  BARRY S. MILLER, ESQ.
                  70 Clinton Avenue
                  Newark, NJ 07114
                  Tel: 973-216-7030
                  Fax: 973-824-2446
                  Email: bmiller@barrysmilleresq.com

Total Assets: $0

Total Liabilities: $8.08 million

The petition was signed by Darren Commander, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-20171.pdf


8 WEST 58TH STREET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 8 West 58th Street Hospitality, LLC
        8 West 58th Street
        New York, NY 10022

Case No.: 14-11524

Chapter 11 Petition Date: May 20, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6944
                  Fax: (212) 422-6836
                  Email: KNash@gwfglaw.com

Total Assets: $2.23 million

Total Liabilities: $1.36 million

The petition was signed by Max Burgio, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-11524.pdf


ABLEST INC: Plan Has May 16, 2014 Effective Date
------------------------------------------------
Ablest Inc., et al., notified the U.S. Bankruptcy Court for the
District of Delaware that the Prepackaged Joint Chapter 11 Plan of
Reorganization became effective in accordance with its terms on
May 16, 2014.  The Plan was confirmed on May 8.

The Plan revolves around a court-approved restructuring support
agreement between the Debtors and (i) approximately 70% of the
Prepetition First Lien Lenders, representing approximately 82% of
the claims under the Prepetition First Lien Credit Agreement and
(ii) approximately 81% of the Prepetition Second Lien Lenders,
representing approximately 87% of the claims under the Prepetition
Second Lien Credit Agreement; and authorized the Debtors to assume
the so-called "Sorensen Support Agreement."

                       About Ablest Inc.

Ablest Inc. and its debtor-affiliates sought bankruptcy protection
(Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a
prepackaged plan of reorganization that will reduce debt by $300
million.

Ablest together with its affiliates is a leading national provider
of temporary staffing services in the United States and is the
largest provider of temporary staffing services in California.  It
provides staffing services on temporary, "temp-to-hire", and
project-by-project basis through a network of 312 offices in 48
states.  The company currently employs 75,000 full and part time
employees in hourly, salaried, supervisory, management and sales
positions plus 1,500 corporate and branch employees.

During the fiscal year ended Dec. 29, 2013, the Debtors placed
approximately 300,000 temporary employees and provided staffing
services to 11,500 customers.  For fiscal year 2013, the Debtors
had $2 billion in gross revenue.

The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl
& Jones LLP as co-restructuring counsel; (ii) Skadden, Arps,
Slate, Meagher & Flom LLP as co-restructuring counsel and
corporate and securities counsel; (iii) AlixPartners LLP as
restructuring advisors; (iv) Goldman, Sachs & Co., as financial
advisor; and (v) Kurtzman Carson Consultants LLC as claims and
noticing agent.

As of April 1, 2014, the Debtors have outstanding secured
debt in an aggregate amount, including accrued interest, of
approximately $651 million.  Ablest's assets are estimated at $100
million to $500 million.

                          *     *     *

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


ADVANCED EMISSIONS: Gets NASDAQ Listing Non-Compliance Notice
-------------------------------------------------------------
Advanced Emissions Solutions, Inc. on May 20 disclosed that it
received a notice from the NASDAQ Capital Market on May 14, 2014
indicating that the Company is not in compliance with NASDAQ
Listing Rules because its Form 10-Q for the period ended March 31,
2014 was not filed by May 12, 2014, and because the Company
remains delinquent in filing its Form 10-K for the period ended
December 31, 2013.  The notice, which the Company expected, was
issued due to NASDAQ Marketplace Rule 5250(c)(1), which requires
timely filing of periodic reports with the Securities and Exchange
Commission.

The Company's delay in filing these periodic reports is due to its
previously disclosed review of its historical revenue recognition
policy for equipment contracts in its Emission Control segment,
its verification of its accounting for interest expense accruals
related to taxes on deferred installment gain and certain other
accounting transactions, the process of assessing the
effectiveness of its internal control over financial reporting,
the restatement of its previously issued financial statements for
the first three quarters of 2013, and the re-audit of its
financial statements for 2011 and 2012.

The Company's management team and its finance and accounting
personnel are working diligently to complete this process, provide
the requested information to its auditors, and finalize the
necessary reviews so that its delinquent periodic reports can be
filed.

In accordance with the Rules, the Company expects to submit its
plan to regain compliance to NASDAQ no later than June 2, 2014.
If NASDAQ accepts the Company's plan, then NASDAQ may grant the
Company an extension until as late as September 29, 2014 to regain
compliance.

           About Advanced Emissions Solutions, Inc.

Advanced Emissions Solutions, Inc. serves as the holding entity
for a family of companies that provide emissions solutions to
customers in the power generation and other industries.


ALION SCIENCE: Conference Call Set Today to Discuss Results
-----------------------------------------------------------
Alion will host a conference call on May 22, 2014, at 11:00 a.m.
EST, 8:00 a.m. PST, to discuss second quarter financial results
for Alion's fiscal year 2014.  Participants may join the
conference call by dialing (866) 814-1916 (toll-free) or (703)
639-1360 ten minutes prior to the start of the conference.  The
conference code is 1638743.  This call is being provided for and
is limited to investors in Alion's debt.

                        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 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 loss 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 for the period ended
March 31, 2014.

                           *     *     *

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.


ALL-AMERICAN RESTORATIVE: Nursing Homes Seek Bankruptcy Protection
------------------------------------------------------------------
Clark Kauffman, writing for The Des Moines Register, reported that
two Iowa nursing homes filed for bankruptcy protection together
with its founder, who claimed $7.2 million in debt and $889,000 in
assets.

According to the report, the two nursing homes are All-American
Restorative Care of Washington, Ia., and Regency Rehab and Skilled
Nursing Center of Council Bluffs, which were placed in the U.S.
government's newly updated list of the nation's most troubled care
facilities.  The homes' founder is Jerry Rhoads whose potential
liabilities may include five of the six wrongful-death claims
filed by the estates of former residents of a third care facility
he once operated.


ATP OIL: Files Liquidating Plan and Disclosure Statement
--------------------------------------------------------
ATP Oil & Gas Corporation filed with the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, a plan of
liquidation and accompanying disclosure statement, which proposes
to transfer of all the bankrupt company's assets into a
liquidating trust and the complete liquidation of those assets by
a liquidating trustee.  All classes of claims under the Plan are
impaired.

Following the transfers, the Debtor will be deemed dissolved.  The
Plan was filed in accordance with the May 12 deadline given by
Bankruptcy Judge Marvin Isgur who previously threatened to convert
the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code
if the deadlines he set were not satisfied.

A full-text copy of the Plan dated May 12, 2014, is available for
free at: http://bankrupt.com/misc/ATPOILplan0512.pdf

                            About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


BAY AREA FIN'L: Court Approves Sale of 1,710 Shares
---------------------------------------------------
Bankruptcy Judge Thomas B. Donovan, on May 14, 2014, entered an
amended order authorizing Bay Area Financial Corporation to
immediately sell 1,710 shares of stock of the Bank of San
Francisco -- out of the 20,000 shares of Bank stock currently held
by the Debtor -- to Dilan Desai for $12.95 per share.

The Court also ordered that any and all subsequent private sale(s)
for all or a portion of the remaining 18,290 shares of the Bank's
stock is authorized and approved without further notice or order
of Court, provided that any such subsequent sale is at a price of
not less than $10 per share.

The purchaser is entitled to all of the protections afforded by
Section 363(m) of the Bankruptcy Code, with respect to the sale
and transfer of the 1,710 shares of Bank stock.

Any subsequent purchaser(s) of the remaining 18,290 shares of Bank
stock will be entitled to the protection.

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

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BAY AREA FIN'L: Disclosure Statement Hearing Continued to June 18
-----------------------------------------------------------------
Bankruptcy Judge Stuart I. Koenig continued until June 18, 2014,
at 10:00 a.m., the hearing to consider the adequacy of information
in the Disclosure Statement explaining Bay Area Financial Corp.'s
Plan of Reorganization/Liquidation.

The Disclosure Statement hearing was originally set for May 14.

In a reply to the objection filed by Peter C. Anderson, U.S.
Trustee for Region 16, the Debtor said that it intends to file
modifications to its plan and disclosure statement that will
hopefully address the concerns identified by the U.S. Trustee in
its objection.

Additionally, the Debtor said that there is no release of non-
Debtor's Plan in violation of Ninth Circuit Law.

As reported in the Troubled Company Reporter on May 13, 2014,
the U.S. Trustee argued that the protective clauses in the
Disclosure Statement and Plan essentially provide a discharge for
non-debtor entities in violation of the Bankruptcy Code.  The U.S.
Trustee said the Court must deny approval of the Disclosure
Statement unless the protective clauses are removed, certain
exculpation, releases and injunction provision that are proposed
for the benefit of several parties.

The Official Committee of Unsecured Creditors also raised certain
issues and concerns it has with the terms of the Debtor's proposed
Disclosure Statement and Plan.  The Committee is optimistic that
most if not all of the concerns will be resolved prior to the
hearing on the Disclosure Statement.  According to the Committee,
its counsel and the Debtor's counsel have exchanged multiple
communications discussing the Committee's comments and concerns.

As reported in the TCR on April 15, 2014, under the Plan, Class 1
consists of secured tax claims, which consists primarily of claims
of property taxes on the various real estate parcels owned by the
Debtor.  Class 2 is a secured claim of Residential Credit
Solutions, which holds a senior secured lien against the Ostin
Property, which property is now owned by the Debtor.  Class 3 is a
general class created for secured claims against any additional
real estate that the Debtor acquires through foreclosure prior to
confirmation of the Plan.

Commercial Paper Account Holders are treated in one or more of
four classes, i.e. Classes 4, 5, 6 and 7.  Class 8 is the existing
shareholders who will receive no distribution under the Plan on
account of their shares of stock.

The sources of all distributions and payments under the Plan will
be, among others:

   1. available cash;

   2. net sale proceeds of the real estate assets; and

   3. plan reserves;

The Plan also provides that once the Debtor has sold the assets
and real estate assets, the Plan Administrator has fully performed
its duties and made all distributions under the Plan, Bay Area may
be dissolved for all purposes.

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

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

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BAY CLUB PARTNERS: Court Denies Legg Mason's Case Dismissal Bid
---------------------------------------------------------------
On March 6, 2014, secured creditor Legg Mason Real Estate CDO
I, Ltd. sought to dismiss Bay Club Partners-472, LLC's Chapter 11
case.  Legg Mason argued that Bay Club's operating agreement
prohibited it from filing for bankruptcy protection. Trail Ranch
Partners, LLC, a 20% member owner in Bay Club, agreed with Legg
Mason's petition.  Bay Club opposed the dismissal of its case.

Bay Club was formed as an Oregon limited liability company in 2005
to acquire and operate a large apartment complex in Mesa, Arizona.
On November 15, 2005, Legg Mason's predecessor loaned Bay Club
$23,600,000, evidenced by a promissory note, to acquire the
property.  Repayment of the loan is secured by a deed of trust on
the property.

Loan terms were modified four times, ultimately resulting in the
principal balance of the note being increased to $24,000,000 and
the maturity date being extended to March 1, 2014. However, by
early 2014, negotiations for further modifications broke down. On
January 17, 2014, Bay Club received a notice of default on the
loan obligation from Legg Mason, and Legg Mason offset against the
loan debt Bay Club's reserve accounts for taxes, insurance and
capital expenses for the property totaling $345,007.

Bay Club filed its Chapter 11 case on January 28, 2014. The
petition was signed by David Butler on behalf of Bay Club
Management, LLC, as Bay Club's manager. The consent resolution was
signed in behalf of three of Bay Club's four members, representing
80% of Bay Club's member ownership interests. However, no
representative of Trail Ranch signed the consent resolution, even
though Mr. Brown was repeatedly asked to do so. In fact, Trail
Ranch opposed Bay Club's bankruptcy filing.

Upon hearing the arguments, Judge Randall L. Dunn opines that:

   (a) Prepetition waivers of bankruptcy protection are
       unenforceable because it is a violation of public policy;
       and

   (b) Bay Club's Chapter 11 filing was properly authorized by its
       manager Mr. Butler and Bay Club did go to the trouble of
       trying to obtain agreement of all its members though Trail
       Ranch refused.

Accordingly, the Bankruptcy Court denies Legg Mason's request.

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

The U.S. Trustee has not appointed a committee of unsecured
creditors.

Legg Mason Real Estate CDO I, Ltd., is represented in the case by
Laura J. Walker, Esq., at Cable Huston LLP.

                          *     *     *

Bay Club Partners-472 submitted to the Bankruptcy Court a
Disclosure Statement and Chapter 11 Plan dated April 11, 2014.
Generally, the Plan provides that (a) Legg Mason CDO Real Estate
Capital II, Inc., will be repaid in full with interest by the
third anniversary of the Effective Date; (b) General Unsecured
creditors will be paid 60% of their Allowed Claim within 90 days
of the Effective Date unless any such creditor elects to be repaid
in full with interest within three years of the Effective Date;
(c) all membership interests in Debtor will be retained; and (d)
Debtor will operate in the ordinary course and pay all Creditors
pursuant to the Plan.

A hearing on the Disclosure Statement is set for June 20.  A copy
of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/BAYCLUB_116_ds.pdf


BAY CLUB PARTNERS: Cash Collateral Payments to Legg Mason Okayed
----------------------------------------------------------------
Legg Mason Real Estate CDO I, Ltd., requested reconsideration of
the Bankruptcy Court's ruling on Bay Club Partners-472, LLC's use
of cash collateral to require additional payments to Legg Mason.

At an April 23, 2014 hearing, the parties agreed, with the Court's
consent, that:

   (a) Bay Club is authorized to use cash collateral as determined
       by MEB Management Services, who will notify the parties of
       proposed capital expenditure;

   (b) Bay Club will provide to Legg Mason reporting on use of
       cash collateral;

   (c) As adequate protection, Legg Mason is granted perfected
       liens to secure an amount of its claims;

   (d) On May 5, 2014, Bay Club will pay $115,000 to Legg Mason
       and as of June 5, 2014 and each month after that, Bay Club
       will pay $135,000 to Legg Mason;

   (e) As of April 5, 2014, and each month after that, Bay Club
       will submit to Legg Mason a combined tax, insurance, and
       capital expense reserve for $40,000; and

   (f) Legg Mason is also receiving adequate protection as a
       result of (i) the reserve offset for $345,007 received by
       Legg Mason on January 17, 2014, (ii) the existing equity in
       Bay Club's real property, and (iii) Legg Mason's continuing
       security interest in Bay Club's receipts and personal
       property.

Bay Club is represented by:

   Ava L. Schoen, Esq.
   Tonkon Torp LLP
   888 S.W. Fifth Avenue, Suite 1600
   Portland, OR 97204-2099
   Telephone: 503-221-1440
   Facsimile: 503-274-8779
   E-mail: ava.schoen@tonkon.com

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

The U.S. Trustee has not appointed a committee of unsecured
creditors.

Legg Mason Real Estate CDO I, Ltd., is represented in the case by
Laura J. Walker, Esq., at Cable Huston LLP.

                          *     *     *

Bay Club Partners-472 submitted to the Bankruptcy Court a
Disclosure Statement and Chapter 11 Plan dated April 11, 2014.
Generally, the Plan provides that (a) Legg Mason CDO Real Estate
Capital II, Inc., will be repaid in full with interest by the
third anniversary of the Effective Date; (b) General Unsecured
creditors will be paid 60% of their Allowed Claim within 90 days
of the Effective Date unless any such creditor elects to be repaid
in full with interest within three years of the Effective Date;
(c) all membership interests in Debtor will be retained; and (d)
Debtor will operate in the ordinary course and pay all Creditors
pursuant to the Plan.

A hearing on the Disclosure Statement is set for June 20.  A copy
of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/BAYCLUB_116_ds.pdf


BELLE FOODS: Court Approves Settlement With Creditors Panel
-----------------------------------------------------------
The Bankruptcy Court has issued an amended order approving a
compromise and settlement between Belle Foods, LLC, and the
Official Committee of Unsecured Creditors resolving certain
disputes.

The Court also approved the GUC Trust Agreement with the exception
of the inclusion of the names of the GUC Trust Board Members and
the GUC Trustee to be selected pursuant to the terms of the GUC
Trust Agreement.  The GUC Trust will have standing (i) to pursue
the GUC Causes of Action and White Claims in the Chapter 11 case;
and (ii) to object, settle and otherwise resolve Unsecured Claims
pursuant to the claims allowance process that is established.

The Court also approved the releases provided for in the
settlement agreement and the GUC Trust Agreement.

Bill White, a party-in-interest in the case, had objected to the
joint motion of the Debtor and the Committee, stating that it has
no benefit to unsecured creditors, benefits no one other than the
administrative claims.

The Committee, in its response to Mr. White's objection, noted
that the principal argument in the White Objection appears to be
that the lenders must be sued and various claims must be pursued
in their capacity as the Debtor's pre and post-petition lender,
but the argument failed to acknowledge that the same parties are
both funding the settlement, and are compromising their rights
under the pre and post-petition agreements, including the Final
DIP Order and Sale Order, in order to bring the case to a close.

                         About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.

The Debtor reported total assets of $64,972,059 and estimated
liabilities of $16,627,087.


BROOKSTONE HOLDINGS: Confirmation Hearing Scheduled for June 23
---------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on May 19 approved the disclosure statement
explaining Brookstone Holdings Corp., et al.'s Revised First
Modified Joint Chapter 11 Plan of Reorganization and scheduled a
hearing to consider the confirmation of that Plan for June 23,
2014, at 10:00 (prevailing Eastern Time).

Objections to the Plan must be filed on or before June 16.  The
Voting Deadline is also June 16.

Prior to the May 19 hearing on the disclosures, the Debtors
revised the Plan twice: on May 7 -- a blacklined version of which
is available at http://is.gd/XVr2IY-- and on May 16 -- a
blacklined version of which is available at http://is.gd/HB1Bkg

The May 7 version of the Plan provides, among other things, that
"general unsecured claim fund" is defined as "$1,250,000 in Cash,"
and "GUC Excess Amount" to mean 15% of the increase in the
aggregate value of the consideration under a winning bid, after
payment of the break-up fee and expense reimbursement, subject to
a cap of $1,500,000.  The May 7 version, according to Bill
Rochelle, the bankruptcy columnist for Bloomberg News, explained a
settlement negotiated in April resolving opposition to plans for
distributing sale proceeds.  The May 7 version showed general
unsecured creditors with a recovery from 11.4 percent to 30.5
percent, Mr. Rochelle said.

The May 16 version of the Plan modified the definition of "GUC
Excess Amount" to mean 15% of the increase in the effective date
net distributable cash as a result of the winning bid, after
payment of the break-up fee and expense reimbursement, subject to
a cap of $1,500,000.

To recall, the Debtors sought protection under Chapter 11 to sell
the common stock of reorganized Brookstone Holdings Corp. to SPB
Acquisition LLC, an affiliate of Spencer Spirit Holdings, Inc.,
for $146.3 million, subject to higher and better offers.
Competing bids are due May 28, and an auction will follow on
June 2.

An ad hoc group of holders of the Debtors' 13.00% Second Lien
Senior Secured Notes due 2014 entered into a restructuring support
agreement whereby the Ad Hoc Committee agreed to support the SPA
and the Plan.  Additionally, the Official Committee of Unsecured
Creditors supports the SPA and Plan in light of a global
settlement among the Debtors, the Ad Hoc Committee, SPB, and the
Committee.  As a result of the global settlement, holders of
Allowed General Unsecured Clams will be entitled to greater
recoveries than they otherwise would have in the absence of the
global settlement.

                    About Brookstone Holdings

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

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

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

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

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

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

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


BUDD CO: PI Claimants Push for Official Asbestos Committee
----------------------------------------------------------
An ad hoc committee of asbestos personal injury claimants ask the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, to direct the U.S. Trustee to appoint an
official committee to represent them and others who are similarly
situated in the Chapter 11 case of The Budd Company, Inc.

Joseph D. Frank, Esq., at FrankGecker LLP, in Chicago, Illinois,
one of the attorneys of the ad hoc committee, asserts in court
papers that the group of elderly workers sickened by the Debtors'
asbestos, or the families of those who have already died of
asbestos-related diseases are not adequately represented in the
bankruptcy case, while other groups of creditors, like union
retirees, already have representatives in the case.  Mr. Frank
says Budd's asbestos liabilities may exceed $50 million.

The ad hoc group proposes a June 16 hearing for its request.

The ad hoc group is represented by:

         Frances Gecker, Esq.
         Joseph D. Frank, Esq.
         Reed Heiligman, Esq.
         FRANKGECKER LLP
         325 North LaSalle Street, Suite 625
         Chicago, Illinois 60654
         Tel: (312) 276-1400
         Fax: (312) 276-0035
         Email: fgecker@fgllp.com
                jfrank@fgllp.com
                rheiligman@fgllp.com

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.


CASA CASUARINA: Plan Will Not Liquidate All Assets
--------------------------------------------------
Casa Casuarina, LLC filed with the Bankruptcy Court a memorandum
in support of confirmation of its Amended Plan of Reorganization.
The Debtor and counsel for the U.S. Trustee have discussed the
Plan, and the parties disagree as to whether the Plan, as filed,
entitles the Debtor to a discharge.

The memorandum also provides that, among other things:

   a. the plan does not liquidate substantially all of the
      Debtor's assets, and

   b. the Debtor will engage in business post-confirmation.

As reported in the Troubled Company Reporter on April 1, 2014,
Judge Laurel M. Isicoff has issued an order waiving the
requirement for the Debtor to file a disclosure statement
explaining its Plan, after finding the plan outline unnecessary.

The Court conducted a hearing on Feb. 13, to consider approval of
the Disclosure Statement.  The Court found that the Plan, as
amended consistent with the announcements made by the Plan
Proponent at the Feb. 13 hearing, contains no unimpaired classes.
In light of this, the Court found that the requirement of Section
1125(a) of the Bankruptcy Code, that a disclosure contain
"adequate information" to make "an informed decision" regarding
voting on the plan, is unnecessary, as no party-in-interest will
have a right to vote on the Plan.  For these reasons, the Court
waives any disclosure requirements set forth in Section 1125.

The Court also approved a settlement among the Debtor, Peter
Loftin, Luxury Resorts, LLC, Loftin Family, LLC, Loftin
Hospitality, LLC, Global Properties Group, LLC, 1116 Ocean Drive,
LLC, BGW Design Limited, Inc., 1501 Event Enterprises, Inc.,
Collins Avenue Parking LLC, and Barton G. Weiss.

The Plan proposes to pay creditors in full with the proceeds from
the sale of the Debtor's property at 1116 Ocean Drive, in Miami,
Florida, which property was formerly known as the Versace Mansion.
The property was sold for $41.5 million.  The Debtor says they
have $5.5 million in trust for the estates, enough to pay all
claims.

1116 Ocean Drive, which operated the Versace Mansion before the
Petition Date, filed a disputed claim in the amount of $10
million.  The Debtor disputed the entitlement of 1116 Ocean Drive
to pay claim against the estate.  The approved settlement provides
that 1116 Ocean Drive will withdraw its claim and will voluntarily
dismiss with prejudice Case No. 13-15720 pending before Florida's
11th Circuit Court, in and for Miami-Dade County, as to all
defendants.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that had the former operators of the property not
withdrawn their claim, the recovery by unsecured creditors would
have been 40%.  The buyer of the mansion, VM South Beach LLC, had
acquired a $34.5 million secured claim and paid most of the
purchase price by waiving mortgage debt, Mr. Rochelle further
pointed out.

A full-text copy of the Plan, revised on March 14, is available
for free at http://bankrupt.com/misc/CASACASUARINAplan0314.pdf

The Debtor is presented by:

         Joe M. Grant, Esq.
         MARSHALL SOCARRAS GRANT, P.L.
         197 South Federal Highway, Suite 300
         Boca Raton, FL 33432
         Tel: (561) 361-1000
         Fax: 561.672.7581
         E-mail: efile@msglaw.com

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.


CASA CASUARINA: Full-Payment Plan Approved in Miami
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in Miami on May 16 signed an
order confirming the plan filed by the owners of the former
Versace Mansion on Ocean Drive in Miami Beach, Florida.

According to the report, the owners simplified court approval of
their Chapter 11 plan by paying all creditors in full, with
interest.  Papers filed in court stated that a total of zero
ballots were filed on or before the voting deadline.  All classes
were unimpaired and a ballot was not required.

Joe M. Grant, Esq., at Marshall Socarras Grant, P.I., in Boca
Raton, Florida, told the bankruptcy court that the amount of
$353,885 is available in his trust account for confirmation, while
his firm holds $5,335,972 in trust, which will be paid to
unsecured creditors at confirmation.

As previously reported by The Troubled Company Reporter, Judge
Laurel M. Isicoff has issued an order waiving the requirement for
the Debtor to file a disclosure statement explaining its Plan,
after finding the plan outline unnecessary.

                      About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.


CHC HELICOPTER: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed all ratings of CHC Helicopter
S.A. ("CHC S.A.") and its parent, 6922767 Holding S.a.r.l.
("Holdings"). The ratings consist of Holdings' B2 Corporate Family
Rating (CFR), B2-PD Probability of Default Rating (PDR), and SGL-3
Speculative Grade Liquidity (SGL) and CHC S.A.'s B1 senior secured
and Caa1 senior unsecured ratings. As an administrative matter,
Moody's assigned a B2 CFR, B2-PD and SGL-3 speculative grade
liquidity rating to CHC Group Ltd. ("CHC"), which is now the
ultimate parent of both Holdings and CHC S.A. Holdings' ratings
will be withdrawn within the next couple of days. The rating
outlook for CHC S.A., Holdings and CHC is stable.

Ratings Rationale

CHC's B2 CFR is driven by its' high leverage, negative free cash
flow, complex corporate structure and cyclical exposure. CHC's
large and quality helicopter fleet however provides critical
transportation services to a diverse list of highly-rated oil &
gas companies globally. Its relationships are generally
longstanding and contractual with about 75% of its helicopter
services revenues derived from fixed monthly fees. CHC also
benefits from additional diversity through its government
contracts as well as its maintenance, repair and overhaul
business.

CHC has adequate liquidity provided by about $315 million of cash
at Jan 31, 2014 (pro-forma $130 million debt repayment and $30
million greenshoe proceeds from its recent initial public
offering) and access to $330 million of its $375 million committed
revolver (after $45 million of outstanding letters of credits).
These sources are sufficient to fund Moody's estimate of about
$300 million of negative free cash flow (cash from operations less
gross capital expenditures) in fiscal 2015 (ending April 30,
2015). Moody's expects the company will maintain compliance with
maintenance covenants on its bank revolver and aircraft leases,
although the latter will have much narrower margins. CHC's
liquidity is somewhat enhanced by its ability to sell certain
aircraft for value in excess of the lease buyout payments.

The stable outlook reflects Moody's expectation that CHC's
earnings will modestly improve over the next 12-18 months such
that adjusted leverage will reduce towards 6.5x.

A ratings upgrade would be dependent on leverage trending toward
the 5.5x range and continued expectations that the company will be
able to satisfy its sizeable lease funding arrangements.

CHC's ratings could be downgraded if leverage appears to be headed
above 7x or its liquidity were expected to become inadequate.

Assignments:

Issuer: CHC Group Ltd.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook, Assigned Stable

Affirmations:

Issuer: 6922767 Holding S.a.r.l.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Issuer: CHC Helicopter S.A.

$1.2 billion senior secured notes Oct, 2020, Affirmed B1, LGD3,
37%

$300 million senior unsecured notes Jun, 2021, Affirmed Caa1,
LGD5, 85%

Outlook Actions:

Issuer: 6922767 Holding S.a.r.l.

Outlook, Remains Stable

Issuer: CHC Helicopter S.A.

Outlook, Remains Stable

CHC, headquartered in Vancouver, British Columbia, is a
significant provider of helicopter services to the global offshore
exploration and production industry with operations in
approximately 30 countries.


CHESAPEAKE ENERGY: Moody's Hikes Corp. Family Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded Chesapeake Energy Corporation's
Corporate Family Rating (CFR) to Ba1 from Ba2 and the company's
senior unsecured notes ratings to Ba1 from Ba3. Moody's also
raised Chesapeake's Speculative Grade Liquidity Rating to SGL-2
from SGL-3. The rating outlook is stable.

"The upgrade of Chesapeake Energy's ratings to Ba1 reflects the
substantial leverage reduction expected from its announced asset
sales and oilfield services business spin-off," commented Pete
Speer, Moody's Senior Vice President. "The company has shown
stronger capital discipline and is making meaningful progress on
reducing its organizational and financial complexity."

Ratings Rationale

Chesapeake announced several asset sales agreements and a
definitive plan to spin-off Chesapeake Oilfield Operating (Ba2,
under review for downgrade; renamed Seventy Seven Energy) by the
end of June 2014 that will reduce its adjusted debt by almost $2.5
billion. The transactions are also expected to raise cash proceeds
of $915 million. Pro forma for these transactions, the company's
leverage on average daily production and proved developed (PD)
reserves declines to around $21,500/boe and $8/boe, respectively,
at March 31, 2014. Stronger natural gas prices combined with the
leverage reduction should increase pro forma March 31, 2014
retained cash flow (RCF)/debt of 29% towards 35% by the end of
2014. This leverage reduction appears sustainable and is
supportive of an upgrade to Ba1.

The company's liquidity rating was upgraded to SGL-2 from SGL-3 in
response to Chesapeake's significant cash balance following these
transactions and full availability on its $4 billion senior
secured credit facility. Pro forma for the announced transactions
Chesapeake had $1.9 billion of cash at March 31, 2014, which
should fully cover its planned capital expenditures in excess of
operating cash flow for the remainder of 2014. The company is
guiding towards capital expenditures approximating cash flows in
2015. This greatly improved ability to live within internally
generated cash flows and cash balances leaves the revolver as
ample liquidity for working capital and commodity price
fluctuations. Chesapeake has good headroom for compliance under
its revolver covenants and Moody's expect that to be maintained as
the company continues to hedge a significant portion of its future
production.

The upgrade of the senior notes ratings to Ba1 from Ba3 reflects
both the overall probability of default of Chesapeake, which was
upgraded to Ba1-PD, and a loss given default of LGD 4 (58%). The
reduced probability of default combined with the much lower
expected utilization of the $4 billion senior secured revolving
credit facility resulted in the senior unsecured notes being rated
the same as Chesapeake's Ba1 CFR. The size of the potential
priority claim to the assets relative to the senior unsecured debt
outstanding was not large enough to result in a notching down of
the senior notes from the CFR under Moody's Loss Given Default
Methodology.

Chesapeake's Ba1 CFR incorporates the benefits of its very large
proved reserve and production scale, sizable high quality acreage
positions in multiple basins across the US, and competitive
drillbit finding and development (F&D) costs. The rating also
reflects the company's improving leverage metrics and declining
financial complexity. The ratings are restrained by the company's
still high exposure to natural gas and low price realizations
caused by a relatively high cost burden for gathering and
transporting its production. While Chesapeake has benefited from
stronger natural gas prices in 2014, its cash margins, leveraged
full-cycle returns and cash flow coverage of debt remain weaker
than most investment grade rated peers.

If Chesapeake can increase its cash margins and returns while
continuing to achieve its organic reserves and production growth
targets and improving its leverage metrics then the ratings could
be upgraded to Baa3. A leveraged full-cycle ratio approaching 2x
with RCF/debt sustained above 40% could result in a ratings
upgrade. Conversely, a significant increase in financial leverage
could pressure the ratings. RCF/debt below 25%, debt/PD above
$10/boe, or debt/average daily production above $25,000/boe could
result in a ratings downgrade.

Upgrades:

Issuer: Chesapeake Energy Corporation

Corporate Family Rating, Upgraded to Ba1 from Ba2

Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD

Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to Ba1,
58-LGD4 from Ba3, 62-LGD4

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1,
58-LGD4 from Ba3, 62-LGD4

Senior Unsecured Shelf, Upgraded to (P)Ba1 from (P)Ba3

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Outlook Actions:

Issuer: Chesapeake Energy Corporation

Outlook, Remains Stable

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.

Chesapeake Energy Corporation is an independent exploration and
production company based in Oklahoma City, Oklahoma.


CHESAPEAKE ENERGY: S&P Raises CCR to 'BB+'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Chesapeake Energy Corp. to 'BB+' from 'BB-'.  The
outlook is stable.  S&P also raised its issue-level rating on
Chesapeake's senior unsecured debt to 'BB+' from 'BB-'.  (The
recovery rating remains '3', which indicates S&P's expectation for
a meaningful (50% to 70%) recovery in the event of a default.)
S&P has also raised its rating on Chesapeake's preferred stock to
'B+' from 'B-'.  The liquidity assessment was revised to "strong"
from "adequate."  The comparable rating analysis assessment was
revised to "favorable" from "unfavorable."

Standard & Poor's rating outlook on Chesapeake Energy Corp. is
stable.  The current rating already reflects the reduction in
financial leverage that S&P expects to occur over the one-year
period addressed by the outlook.

"The rating could be raised further if Chesapeake can generate
significant positive free cash flow in its core operations, such
that free operating cash flow to total debt were sustainably above
15%. Likewise, if the company could achieve and sustain debt to
EBITDA below 2x," said Standard & Poor's credit analyst Scott
Sprinzen.

On the other hand, the rating could be jeopardized if, contrary to
S&P's expectations, there were some combination of a failure to
complete pending asset sales, operating setbacks, or a growth
strategy and financial policy that were more aggressive than S&P
now anticipates.


CHRYSLER GROUP: Proposes Early Start of Union Contract Talks
------------------------------------------------------------
Joseph B. White, writing for The Wall Street Journal, reported
that Fiat Chrysler Automobiles Chief Executive Sergio Marchionne
said he wants to replace the two-tier wage structure for hourly
workers at the auto maker's U.S. factories and is willing to start
discussions immediately with the United Auto Workers union.

"We've got to get rid of this dichotomy.  It's the wrong answer.
I don't have two classes of citizens in my shops.  It doesn't
work," Mr. Marchionne said during an appearance at the Brookings
Institution in Washington, D.C., where he discussed the legacy of
the 2009 federal bailouts of the former Chrysler Group LLC and
General Motors Co., the Journal related.

Instead, Mr. Marchionne said, UAW workers at Fiat Chrysler's U.S.
plants should have a variable pay agreement that allows workers to
get paid more when the company prospers, but "share the pain" when
times are tough, the Journal further related.  Mr. Marchionne said
he would propose allowing veteran workers currently earning the
higher $28-an-hour wage level to keep their pay packages, the
report added.

According to the Journal, the UAW and the Detroit Three auto
makers -- GM, Ford Motor Co. and Chrysler -- are scheduled to
negotiate a new master agreement starting in 2015, replacing a
contract pattern negotiated in 2011 in the shadow of the
industry's 2008-09 collapse.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


COLDWATER CREEK: Creditors Raise Questions About Final Days
-----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
creditors have raised questions about what happened in the final
days before Coldwater Creek handed over the keys to its 330-store
chain to liquidators in bankruptcy.

According to the Journal, something fueled an unexpected sales
boom in the weeks between the April bankruptcy filing and the
liquidator takeover in early May.  The Journal said it may be that
the retailer's mature and affluent female shoppers flocked to the
stores in search of post-bankruptcy bargains, bringing in more
cash than Coldwater Creek expected or it may be, as creditors
suspect, that the company's sales projections were tailored to
justify bankruptcy financing that, as it turned out, wasn't
needed.

When Coldwater filed for Chapter 11 liquidation, it sought
approval for a $75 million debtor-in-possession financing and was
given interim authority to access only $42 million of the amount.
The Official Committee of Unsecured Creditors appointed in
Coldwater's Chapter 11 cases filed a motion asking the Court to
rescind the Interim DIP Order, arguing that the loan is not
necessary.  Coldwater countered that the Committee was "recklessly
hurling numerous false accusations," Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported.  It turned out that the
loan was unnecessary only because of the "highly successful
auction sale" yielding "proceeds which exceeded the debtors'
expectations and projections," Coldwater Creek said, Mr. Rochelle
added.

"It is not hyperbole to say that [Coldwater Creek] 'gave away the
store,' with no legitimate business justification for doing so,"
the Journal cited the creditors' lawyers as saying in bankruptcy
court papers.

Lender Wells Fargo Bank defended the DIP loan saying in court
papers that the projections backing Coldwater Creek's $42 million
bankruptcy loan request "appeared reasonable," based on a history
of declining sales at the retailer, the Journal said.  Wells Fargo
refuted the Committee's accusations that the loan it extended to
the Debtors was unnecessary, and possibly entered into under
pressure, unsubstantiated and baseless, Law360 reported.

Mr. Rochelle said the bankruptcy judge refused to speed a hearing
on the motion to rescind loan approval.  The committee can raise
its objections on June 12 when the loan comes up for final
approval, Mr. Rochelle said.

                      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.


CONNECTEDU INC: Wins Approval of Sale Process
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Shelley C. Chapman in Manhattan
approved bidding procedures on May 16 for selling most of the
assets of ConnectEdu Inc., a developer of Internet-based
systems connecting students with educators and prospective
employers.

According to the report, bids are due May 23 for an auction to
take place on May 27 if there are competing offers.  The sale
approval hearing will occur May 29, the report related.

According to court papers, the company hasn't selected a so-called
stalking horse to make the first bid at auction, although it's
separately negotiating with North Atlantic SBIC IV LP to buy the
Academic Management Systems business, the report further related.
North Atlantic is owed $6 million, the report said, citing a court
filing.

ConnectEdu Inc., a maker of education-related technology, filed
for Chapter 11 bankruptcy protection in Manhattan, on April 28,
2014.  The case is In re ConnectEdu, Inc., Case No. 14-11238
(Bankr. S.D.N.Y.).  The Debtor's counsel is Wojciech F Jun, Esq.,
and Sharon L. Levine, Esq., at Lowenstein Sandler LLP.

The filing lists ConnectEdu's assets at between $1 million and
$10 million against liabilities of between $10 million and $50
million.


COOPER-BOOTH: Court Confirms Full-Payment Ch. 11 Plan
-----------------------------------------------------
Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania on May 16 signed an order
confirming the Amended Joint Chapter 11 Plan of Reorganization for
Cooper-Booth Wholesale Company, L.P., Cooper-Booth Transportation
Company, L.P., and Cooper-Booth Management Company, Inc.

No objections to the confirmation of the Plan were filed.  As
previously reported by The Troubled Company Reporter, the Plan
provides for the reorganization of the Debtors and their
continued existence after the Effective Date as Reorganized
Debtors.  The Plan provides for the payment of 100% of the Allowed
Claims in each Class.  The funds to make the Distributions
required under the Plan will be comprised of cash on hand and the
loan proceeds from an exit financing facility, which is a senior
credit facility in an aggregate amount of $35,000,000 to be
provided by the Exit Financing Lender.  All obligations to the
Exit Financing Lender will be secured by first priority liens on
all of Debtors' assets.

Holders of Claims in Classes 1A, 1B and 3A, which were impaired
under the Plan, voted in support of the Plan, according to a
report of plan voting prepared by Maschmeyer Karalis P.C.

                  About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Cooper-Booth Wholesale Company, L.P., and its affiliates filed
a joint disclosure statement in respect of its plan of
reorganization dated Feb. 28, 2014.  The Plan provides for the
reorganization of the Debtors and their continued existence after
the Effective Date as Reorganized Debtors.  The Plan provides for
the payment of 100% of the Allowed Claims in each Class.  The
funds to make the Distributions required under the Plan will be
comprised of cash on hand and the loan proceeds from an exit
financing facility, which is a senior credit facility in an
aggregate amount of $35 million to be provided by an Exit
Financing Lender.


CORPORATE EXECUTIVE: S&P Affirms 'BB-' CCR & Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on The Corporate Executive Board Co. (CEB) and
revised its rating outlook to positive from stable.

"The outlook revision reflects the potential for an upgrade over
the coming 12 months if the company's organic revenue and EBITDA
continue to grow, its operating performance remains strong, and
its credit measures continue to improve," said Standard & Poor's
credit analyst Elton Cerda.  "We now assess CEB's financial risk
profile as 'significant' rather than 'aggressive' based on our
expectation that debt leverage will stay between 3x to 4x over the
intermediate term as positive revenue and EBITDA trends offset
dividend increases and an active share repurchase program."

Standard & Poor's believes CEB will maintain "strong" liquidity
over the intermediate term, characterized by healthy cash balances
and positive working capital dynamics.  S&P views CEB's business
risk profile as "fair" based on the stable and diverse
subscription revenues it derives from its research and
benchmarking studies on operational improvement topics, high
client subscription renewals, and good EBITDA margin.  We assess
the company's management and governance as "fair."

CEB provides research studies and analytical tools to corporate
executives.  Clients use these research studies and other CEB
tools to diagnose performance problems and improve business
operations.  This can be more cost-effective than seeking
assistance from business consultants.


COSTA DORADA: Wants Until May 26 to File Voluntary Dismissal
------------------------------------------------------------
Costa Dorada Apartments Corp., doing business as Villas de Costa
Dorada, asks the Bankruptcy Court to extend until May 26, 2014,
the time to file and move the Court for a voluntary dismissal.

According to the Debtor, on April 28, the Debtor filed a motion
requesting an extension until May 12, to file a voluntary
dismissal to continue analyzing additional financial information
of the estate to corroborate the effects of a potential voluntary
dismissal specifically, considering averments raised in the case
of Parador Vistamar, Inc. in accordance with the Chapter 11
trustee of the case.

The Debtor has advanced in the process.  The Debtor, however,
asserts that a short additional time is required for it to
conclude the analysis in the financial information related to its
business endeavors, and the effect, if any, this may have in other
entities participating in the reorganization process.

                  About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr.
D.P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The Hon. Enrique S. Lamoutte Inclan, presides
over the case.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


CSC HOLDINGS: Moody's Assigns 'Ba2' Sr. Unsecured Bonds Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior unsecured bonds of CSC Holdings, LLC (CSC). Moody's also
upgraded the rating on CSC's outstanding senior unsecured bonds to
Ba2 from Ba3, affirmed the Ba2 corporate family for CSC's parent
company Cablevision Systems Corporation (Cablevision), and
maintained the negative outlook.

The company plans to use proceeds primarily to repay a portion of
the existing CSC term loan.

A summary of the action follows.

CSC Holdings, LLC

Proposed Senior Unsecured Bonds, Assigned Ba2, LGD4, 60%

8.625% Senior Unsecured Bonds due February 2019, Upgraded to Ba2
from Ba3, LGD adjusted to LGD4, 60% from LGD4, 61%

6.75% Senior Unsecured Bonds due November 2021, Upgraded to Ba2
from Ba3. LGD adjusted to LGD4, 60% from LGD4, 61%

7.625% Senior Unsecured Bonds due July 2018, Upgraded to Ba2 from
Ba3. LGD adjusted to LGD4, 60% from LGD4, 61%

7.875% Senior Unsecured Bonds due February 2018, Upgraded to Ba2
from Ba3. LGD adjusted to LGD4, 60% from LGD4, 61%

Senior Secured Bank Credit Facility, Affirmed Baa3, LGD adjusted
to LGD2, 18% from LGD2, 19%

Outlook, Remains Negative

Cablevision Systems Corporation

Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Senior Unsecured Bonds, Affirmed B1

Outlook, Remains Negative

Ratings Rationale

The transaction favorably extends maturities, although it could
increase annual interest expense modestly (about $10 million)
given the replacement of bank debt with bonds, with no impact on
leverage. Moody's upgraded CSC's senior unsecured notes to Ba2
from Ba3 based on the planned reduction of bank debt senior to
these bondholders.

The outlook remains negative, despite Moody's expectations for
continued improvement in financial metrics. Management reduced
shareholder rewards to improve its credit profile, with the
potential for continued improvement given the substantial balance
sheet cash ($768 million as of March 31) and likely margin
improvement from cost cutting actions. However, Moody's remains
concerned about Cablevision's growth prospects given its already
very high customer penetration and continued intense competition.
Moody's expects capital expenditures to remain high as the company
invests to maintain its competitive position, which will leave
minimal free cash flow for debt reduction.

To sustain its Ba2 corporate family rating, Cablevision's credit
metrics need to improve from the debt-to-EBITDA of 5.3 times and
free cash flow-to-debt of about 2% reported for the twelve months
through March 31. Furthermore, Moody's expect that the EBITDA
margin and growth trajectory for the core cable segment could show
modest improvement from the depressed level of 2012 and 2013 but
is unlikely to revert to the stronger performance of 2008 through
2011, and as such, the leverage target appropriate for a Ba2 CFR
should migrate lower, specifically to around 4.75 times debt-to-
EBITDA. Price increases throughout 2013 and greater pricing
discipline should lift revenue again in 2014, but escalating
programming expenses will likely continue to weigh on results, and
Moody's expects the company to continue to invest in its network
and user experience. Cablevision has demonstrated some effort to
mitigate the operational challenges with fiscal policy and cost
cutting, and could further improve its credit profile, though the
willingness to do so remains uncertain. Cablevision reduced its
share repurchase in 2012 compared to prior years, held its
dividend flat for 2011, 2012, and 2013, and has reduced balance
sheet debt by about $550 million since year end 2012, funded
primarily by cash proceeds from a settlement of litigation with
DISH Network LLC and the sale of Bresnan Broadband Holdings LLC.
The approximately $768 million cash balance as of March 31 creates
capacity for incremental debt reduction, though Moody's believes
the company will continue to hold substantial balance sheet cash
to provide flexibility.

Moody's expects Cablevision to maintain its industry leading
revenue per homes passed and penetration across video, data and
voice products despite the intense competition from Verizon FiOS,
which supports asset value and the Ba2 corporate family rating.
The sizeable customer base also provides a reasonably stable
stream of cash flow. Furthermore, Cablevision maintains good
liquidity from balance sheet cash and its revolving credit
facility, affording the company with time for benefits of its
strategy to continue to take hold. Management's track record of
shareholder oriented activity and investments in risky assets
continues to constrain the rating, but Moody's believes the
company will refrain from meaningful share repurchase or dividend
increases prior to a reduction in leverage.

The negative outlook reflects the potential for a downgrade if
Moody's does not see the company on a trajectory to bring leverage
down to 4.75 times and to generate improved positive free cash
flow. A deterioration of the liquidity profile could also warrant
a downgrade.

Inability to lower leverage to around 4.75 times or to generate
free improving free cash flow could result in a downgrade. A
deterioration of the liquidity profile, inability to achieve
EBITDA growth, or a material erosion of subscribers could also
warrant a downgrade.

Moody's would consider a stable outlook based on expectations for
leverage sustained around 4.75 times debt-to-EBITDA, expanding
free cash flow, and maintenance of good liquidity. A stable
outlook would also require expectations for continued strong
operating metrics, including a triple play equivalent ratio of
around 50% and annual revenue per homes passed around $1100 or
better.

Upward momentum is highly unlikely absent management commitment to
a more conservative profile and expectations for leverage
sustained around 3.5 times debt-to-EBITDA and free cash flow to
debt in the high single digits. An upgrade would also require
evidence of resilience of the operations to competition.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation serves approximately 2.8 million video customers, 2.8
million high speed data customers, and 2.3 million voice customers
in and around the New York metropolitan area. Cablevision is the
direct parent of CSC Holdings, LLC (CSC), which also owns Newsday
LLC, the publisher of Newsday and other niche publications. Its
annual revenue is approximately $6.3 billion.


DECATUR HOSPITAL: S&P Assigns 'BB+' Rating to $102MM Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to approximately $102 million of series 2014 tax-exempt
fixed-rate bonds issued by Decatur Hospital Authority, Texas,
which does business as Wise Regional Health System, Decatur Texas
(Wise).  The outlook is stable.

"The rating reflects our opinion of Wise's strong business
position; improving operating performance; and only just adequate
pro forma balance sheet metrics, which are constrained by the
system's high pro forma leverage," said Standard & Poor's credit
analyst Karl Propst.

Despite Wise Regional's strong business position and improved
operating profitability, leverage on both a historical and pro
forma basis is elevated and remains a significant offsetting
credit factor, in S&P's opinion.  S&P believes that balance sheet
improvement will be a key factor to attaining an investment-grade
rating.


DETROIT, MI: Police & Firefighters File Objections to Plan
----------------------------------------------------------
The City of Detroit's Police Officers Association and Fire
Fighters Association filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan separate objections to the City of
Detroit's Fourth Amended Plan of Adjustment.

BankruptcyData, citing court documents, related that the DPOA, one
of the City's two largest public safety unions, said it has been
unable to reach terms on a collective bargaining agreement.  DPOA
said it supports the City's restructuring, but is worried on the
freeze of their accrued pension benefits and the proposed New PFRS
Pension Formula.

The firefighters share DPOA's sentiments on the pension benefits
and further argued that the City has no authority under Chapter 9
to force a 10-year pension plan its members and that the plan's
bid to quash members' collective bargaining rights for those 10
years is a misuse of the Bankruptcy Code, Law360 related.

A plan confirmation hearing is scheduled for late July.

                  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.


DOLAN COMPANY: Wants Schedules Filing Deadline Moved to June 12
---------------------------------------------------------------
The Dolan Company, et al., ask the Bankruptcy Court to extend
until June 12, 2014, the time to file their schedules of assets
and liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statement of financial affairs.

The Court will consider the matter at hearing on May 27, 2014, at
10:00 a.m.  Objections, if any, are due May 22, at 4:00 p.m.

The Debtors continue to prepare to go forward with confirmation of
the joint prepackaged chapter 11 plan of reorganization at the
scheduled May 27 confirmation hearing.

                      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.


DULARA AUTOMOTIVE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dulara Automotive Group, LLC
           dba Big Bell Road Auto Superstore
        2020 E. Bell Road
        Phoenix, AZ 85022

Case No.: 14-07683

Chapter 11 Petition Date: May 20, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: Olga Zlotnik, Esq.
                  LAW OFFICE OF OLGA ZLOTNIK, PLLC
                  4921 east le marche ave
                  Scottsdale, AZ 85254
                  Tel: 928-978-2896
                  Fax: 866-935-0552
                  Email: oazlotnik@gmail.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Aslam Dulara, manager and member.

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



EL PASO LLC: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
debt ratings for Kinder Morgan Energy Partners, L.P. (KMP) at
'BBB' and the IDRs for Kinder Morgan, Inc. (KMI) and El Paso LLC
(EP, formerly El Paso Corporation) at 'BB+'.  The Rating Outlook
for KMP, KMI and EP is Stable.  EP is a wholly-owned subsidiary of
KMI and its debt is cross-guaranteed by KMI.

Approximately $17.1 billion KMP long term debt, $4.1 billion of
KMI long term debt and $3.8 billion EP debt is affected by the
rating action.

KMI is the owner of the general partner (GP) and approximately 10%
limited partner (LP) interests in Kinder Morgan Energy Partners,
L.P. KMP.  Through its ownership of EP, KMI is the owner of the GP
and approximately 41% LP interests in El Paso Pipeline Partners
L.P. [El Paso Pipeline Partners Operating Company (EPBO), IDR
'BBB-', Rating Outlook Stable by Fitch]. In addition, KMI has a
20% interest in NGPL PipeCo LLC (NGPL, IDR 'B-'; Rating Outlook
Negative).

KEY RATING DRIVERS

KMP

Rating Rationale: KMP's rating and Stable Outlook reflect the
significant and growing scale and scope of operations; geographic
and functional diversity of assets; successful track record in
acquiring, expanding, financing and operating energy operations;
predictable earnings and cash flow generated from natural gas and
refined products pipelines; and Fitch's expectation for stable
credit metrics in 2014 with adjusted Debt to EBITDA to approximate
4.0x or below for the year.  Moreover, recent large acquisitions
have been funded in a credit-neutral manner.  KMP raised $2.3
billion in new equity in 2013, excluding equity issued as part of
its unit for unit purchase of Copano Energy L.L.C. (CPNO).  Recent
dropdown acquisitions, Tennessee Gas Pipeline Co. (TGP, IDR 'BBB',
Rating Outlook Stable)) and El Paso Natural Gas Co. (EPNG, IDR
'BBB', Rating Outlook Stable) generate stable cash flows and,
along with CPNO's midstream operations, have been good fits with
KMP's master limited partnership (MLP) structure.  Approximately
80% of KMP's cash flows are expected to be generated under long
term fee-based or similar arrangements.

Other considerations and credit concerns include KMI's control
over KMP; exposure to interest rates on approximately $5.7 billion
of variable rate debt; modestly negative effects of a weak U.S.
economy on asset utilization; regulatory challenges and potential
refunds relating to KMP's Pacific products pipelines; aggressive
expansion spending; and exposure to changes in NGL and oil prices
and volumes for its CO2 and midstream business segments.  The
financial impact of commodity price volatility is minimized
through hedges which, at the beginning of 2014, had been applied
to approximately 71% of the company's expected 2014 net oil
production of approximately 38 thousand barrels per day.

KMI

Rating Rationale: KMI's and EP's ratings and Stable Outlook
reflect significant scale of its consolidated operations, the
quality and diversity of assets held by its operating MLPs, and
the favorable implications of recent and prospective asset
dropdowns on KMI's leverage metrics.  KMI is now the fourth
largest energy company in the U.S. with a consolidated enterprise
value of approximately $105 billion.  KMI's May 2012, acquisition
of EP has resulted in reduced consolidated business risk given the
cash flow stability associated with EP's interstate pipelines.

On May 2, 2014, KMI completed the drop down to EPB of a 50%
interest in Ruby Pipeline Holding Company, L.L.C. (Ruby; IDR
'BBB-'; Rating Outlook Stable), a 50% interest in Gulf LNG
Holdings Group, LLC (Gulf LNG) and a 47.5% interest in Young Gas
Storage. The acquisition was valued at approximately $2 billion,
including the assumption of $1.012 billion of debt.  The
consideration included $874.8 million of cash and $97.2 million of
EPB common units. KMI used the cash to pay down its Term Loan.

Given KMI's consolidated business risk, Fitch believes that
appropriate leverage for a 'BB+' rating as measured by the total
standalone debt of KMI and EP to cash from operations should be
3.5x or below.  In the agency's base case forecast, Fitch believes
KMI will be able to attain this metric on a pro forma basis in
2014, with standalone parent company leverage having the potential
to drop below 3.0x in the future with the benefit of the dropdown
of its interest in Citrus Corp. and related debt repayment.

Other considerations and concerns for KMI's ratings include the
structural subordination of its cash flows to debt repayment at
its operating MLPs, aggressive capital spending at the MLPs, and
exposure to changes in NGL and oil prices and volume risk for
KMP's CO2 and midstream business segments.  Also considered are
board authorized repurchases of up to $950 million of warrants or
common stock of KMI through programs instituted beginning in 2012.
Approximately $45 million remains outstanding under the
authorizations.  Unless future equity repurchases significantly
exceed the current authorized amounts, KMI's leverage metrics
should remain appropriate for its 'BB+' rating.

Liquidity is adequate: KMP has a $2.7 billion revolving credit
facility that matures May 1, 2018.  It was increased in size from
$2.2 billion and extended on May 1, 2013, to compensate for the
acquisition of CPNO and the termination of its $700 million
revolver.  There were no borrowings under the facility at
March 31, 2014.  As of March 31, 2014, the amount available under
the facility was reduced by $621 million consisting of $419
million of CP borrowings and $202 million of letters of credit.
Borrowing capacity under the revolver was $2,079 million.  KMP had
cash of $347 million at March 31, 2014.  KMP is also party to a
reserve-based hedging facility with J. Aron & Company/Goldman
Sachs for purposes of hedging crude oil. KMP is not required to
post margin.  The facility has no fixed maturity.

On May 6, 2014, KMI entered into a credit agreement extending its
credit facilities in the aggregate principal amount of
$2.4 billion consisting of a $650 million Term Loan due May 6,
2017 and a $1.75 billion revolving credit facility due May 6,
2019.  Based on provisions of the credit facilities, effective the
signing of the agreement, all collateral securing the credit
facilities and the company's outstanding notes and debentures
falls away.  At May 6, 2014, $550 million was outstanding under
the revolver.  The credit agreement has one financial covenant.
Debt to EBITDA cannot exceed 4.75x; no greater than 5.5x during an
acquisition period.

RATING SENSITIVITIES

KMP

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

-- A lessening of consolidated business risk as the company
   acquires and expands pipeline and fixed-fee businesses; and

-- A material improvement in credit metrics with sustained
   leverage at 3.5x or below.

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

-- Increasing leverage to support organic growth and acquisitions;
-- Weakening operating performance; and
-- Sustained debt/EBITDA above approximately 4.25x.

KMI

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

-- A lessening of consolidated business risk as the company
   acquires and expands pipeline and fixed-fee businesses;
-- A rating upgrade to KMP; and
-- A material improvement in credit metrics with sustained
   standalone parent leverage below 2.0x.

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

-- Increasing leverage at KMI's operating affiliates to support
   organic growth and acquisitions;
-- A rating downgrade to KMP; and
-- A weakening of credit metrics with sustained standalone parent
   leverage above 4.0x.

Fitch affirms the following ratings with a Stable Outlook:

Kinder Morgan Energy Partners, L.P.

-- IDR at 'BBB';
-- Unsecured debt at 'BBB'
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

Kinder Morgan, Inc.

-- IDR 'BB+';
-- Unsecured notes and debentures at 'BB+';
-- Unsecured revolving credit facility at 'BB+';
-- Term loan facility at 'BB+'.

Kinder Morgan Finance Company, LLC

-- Unsecured notes at 'BB+'.

KN Capital Trust I

-- Trust preferred at 'BB-'.

KN Capital Trust III

-- Trust preferred at 'BB-'.

El Paso LLC

-- IDR 'BB+';
-- Senior unsecured notes and debentures at 'BB+'.

El Paso Energy Capital Trust I

-- Trust convertible preferred securities at 'BB-'.


ENERGY FUTURE: Aurelius Capital Taps Goodwin Procter as Counsel
---------------------------------------------------------------
Aurelius Capital Management LP notified the U.S. Bankruptcy Court
for the District of Delaware that Goodwin Procter LLP will serve
as its counsel of record, replacing Stutman, Treister & Glatt PC.

The firm may be reached at:

         William P. Weintraub, Esq.
         GOODWIN PROCTER LLP
         The New York Times Building
         620 Eighth Avenue
         New York, NY 10018
         Tel: 212-813-8839
         Email: wweintraub@goodwinprocter.com

            --  and --

         Kizzy L. Jarashow, Esq.
         GOODWIN PROCTER LLP
         The New York Times Building
         620 Eighth Avenue
         New York, NY 10018
         Tel: 212-459-7341
         Email: kjarashow@goodwinprocter.com

Aurelius is also represented by:

         Michael Busenkell, Esq.
         GELLERT SCALI BUSENKELL & BROWN, LLC
         913 N. Market Street, 10th Floor
         Wilmington, DE 19801
         Tel: (302) 425-5800
         Fax: (302) 425-5814
         Email: mbusenkell@gsbblaw.com

            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: Objects to WSFS Motion to Transfer Case
------------------------------------------------------
Energy Future Holdings Corp., formerly known as TXU Corp.,
objected to the motion of Wilmington Savings Fund Society, FSB
(WSFS) to transfer the Debtors' cases to the U.S. Bankruptcy Court
for the Northern District of Texas.

EFH notes that the cases were properly filed in the Bankruptcy
Court for the District of Delaware.  EFH points out that more than
20 of the Debtors are Delaware limited liability companies, and
venue is according appropriate in Delaware court.

EFH notes that WSFS does not dispute this fact.  Instead, it asks
the court to upset the Debtor's decision to file their chapter 11
cases in this district and transfer the case to the Northern
District of Texas based on "the interest of justice" and the
"inconvenience of the parties."  WSFS does not make any claim that
venue in Wilmington causes it any inconvenience -- its office is
less than two miles from the courthouse -- and it is represented
by lawyers from the Northeast.

EFH also argues that, while WSFS correctly recognizes that the
Debtor's business is conducted in Texas, this point "misses the
forest for the trees."  The Debtors are not trying to avoid
unprofitable agreement with customers or employees, nor are they
proposing to change the way in which EFH's core business are
operated.  To the contrary, the Debtors are in chapter 11 to
restructure their balance sheets.  The issue that will come to the
forefront in these case 11 cases will accordingly involve
creditors and professionals -- who are principally located in New
York, not Texas.

WSFS has indicated that it will dispute the valuation of the
entries seeking chapter 11 protection, which the Court is as
competent as any other to resolve.  The environmental and
regulatory concerns that WSFS says favor litigation in Texas
courts are simply not relevant.

The Debtors intend to comply with all applicable regulatory
requirements during the chapter 11 cases and will seek all
necessary regulatory approvals, if any, in connection with the
Debtor's business operations and any proposed plan reorganization.

EFH also argues that WSFS's contention that a Texas court would
have a shorter learning curve given the numerous Texas state law
issues that will arise is misplaced; most of the substantive law
applied will be federal bankruptcy law -- a subject in which
bankruptcy judges in every jurisdiction have comparable expertise
-- and Delaware corporate law governs the fiduciary duties of many
of these the Debtors.

As a result, whether the Debtors' officers reside and work in
Texas, the motion to transfer is of little consequences.  But even
if the home addresses of the Debtor's officers were relevant, it
was those Debtors and their officers -- in the best position to
analyze the convenience of their chosen venue -- who chose
Delaware, and who knowingly agreed to submit to deposition,
meetings and other proceedings on the East Coast.

EFH also points out that filing in Delaware was not just their
decision.  The parties to the Restructuring support agreement, who
together hold tens of billions of debt across the capital
structure of EFH, EFIH, and TCEH, understood that the Debtors
intend to file in Delaware when they signed on to that agreement.

            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: Cash Tender Early Participation Date Extended
------------------------------------------------------------
Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly-
owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."),
and EFIH Finance Inc. ("EFIH Finance" and together with EFIH, the
"Issuer") on May 20 disclosed that the early participation date
for its previously announced offer to purchase EFIH Second Lien
Notes (as defined below) for cash as a voluntary settlement with
respect to the Issuer's obligations under the EFIH Second Lien
Notes (such settlement, the "EFIH Second Lien Settlement") has
been extended from 5:00 p.m., New York City time, on May 23, 2014
to 5:00 p.m., New York City time, on May 30, 2014 (the "Early
Participation Date").  The EFIH Second Lien Settlement is open to
all holders of the Issuer's 11% Senior Secured Second Lien Notes
due 2021 (the "EFIH 11% Second Lien Notes") and 11.750% Senior
Secured Second Lien Notes due 2022 (the "EFIH 11.750% Second Lien
Notes" and together with the EFIH 11% Second Lien Notes, the "EFIH
Second Lien Notes").  Except for the change to the Early
Participation Date, the terms the EFIH Second Lien Settlement are
unchanged, including the Expiration Date (as defined below).

Upon the terms and subject to the conditions of the offer to
purchase with respect to the EFIH Second Lien Settlement, each
holder of EFIH Second Lien Notes that validly tenders its EFIH
Second Lien Notes on or prior to 5:00 p.m., New York City time, on
the Early Participation Date, which may be further extended by
EFIH at its sole discretion, will be eligible to receive on the
closing date of the offer (the "Settlement Date") as payment in
full of any claims arising out of such holder's interest in the
EFIH Second Lien Notes an amount, paid in cash, equal to (i)
$1,123.22 for each $1,000 principal amount of EFIH 11% Second Lien
Notes and (ii) $1,166.22 for each $1,000 principal amount of EFIH
11.750% Second Lien Notes tendered based on an assumed Settlement
Date of June 11, 2014, which amounts will be decreased in each
case by $0.14 for each day after June 11, 2014 that the Settlement
Date occurs (such amount as may be reduced, the "Total
Consideration" as set forth in the table below).  The Total
Consideration includes an early participation payment (the "Early
Participation Consideration" as set forth in the table below) of
$50.00 per $1,000 principal amount of EFIH Second Lien Notes
validly tendered on or prior to the Early Participation Date.
Each holder that validly tenders its EFIH Second Lien Notes after
the Early Participation Date and on or prior to the Expiration
Date will be eligible to receive on the Settlement Date an amount,
paid in cash, equal to the Total Consideration less the Early
Participation Consideration (the "Tender Consideration" as set
forth in the table below).

(1) Does not include accrued and unpaid interest up to, but not
including, the Settlement Date, which will be paid on all of the
EFIH Second Lien Notes accepted for purchase in the offer.

(2) The Total Consideration (and therefore also the Tender
Consideration) will be decreased by $0.14 for each day after
June 11, 2014 that the Settlement Date occurs.

The offer period for the EFIH Second Lien Settlement will expire
at 11:59 p.m., New York City time, on June 6, 2014 (the
"Expiration Date"), unless extended or earlier terminated by the
Issuer in its sole discretion.  The Issuer does not intend to
permit the offer period for the EFIH Second Lien Settlement to
expire prior to the date the EFIH Second Lien Settlement is heard,
and approved, by the bankruptcy court.

The consummation of the EFIH Second Lien Settlement is subject to
several conditions, including, among others, the closing of new
debt financing through the issuance of approximately $1.9 billion
of 8% Convertible Second Lien Subordinated Secured DIP Financing
Notes due 2016 (the "EFIH Second Lien DIP Notes Financing"), which
is also subject to several conditions.  The EFIH Second Lien
Settlement will not be consummated unless, among other things, the
bankruptcy court approves the EFIH Second Lien DIP Notes Financing
and the EFIH Second Lien Settlement.

Epiq Systems is serving as the Offer Agent and Depositary Agent,
and may be contacted by telephone at (646) 282-2500 or toll free
at (866) 734-9393, or by email at tabulation@epiqsystems.com
(please reference "EFIH Second Lien Offer" in the subject line).

Other Information

This press release will not constitute an offer to sell, or the
solicitation of an offer to buy, any EFIH Second Lien Notes, the
EFIH Second Lien DIP Notes Financing or any other security.  The
offer to participate in the EFIH Second Lien Settlement is being
made only pursuant to the offer to purchase and the related letter
of transmittal.  The offer to participate in the EFIH Second Lien
Settlement is not being made to persons in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.

Nothing in this press release will constitute or be deemed to
constitute a solicitation by any party of votes to approve or
reject a Chapter 11 plan of reorganization.  A solicitation with
respect to votes to approve or reject a Chapter 11 plan of
reorganization may only be commenced once a disclosure statement
that complies with section 1125 of the United States Code, 11
U.S.C. 101 et. seq., has been approved by the United States
Bankruptcy Court for the District of Delaware.

            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.


ENOVA INTERNATIONAL: S&P Assigns 'B' Issuer Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issuer
credit rating on Enova International Inc.  The rating outlook is
stable.  At the same time, S&P assigned a 'B' rating on Enova's
proposed offering of $500 million of senior unsecured notes.

"Our rating on Enova reflects the company's high exposure to
regulatory and legislative risks and its concentrated business
model," said Standard & Poor's credit analyst Shakir Taylor.  "The
company's scalable business model, adequate liquidity, and
consistent earnings growth partially offset weaknesses."

Enova, which is headquartered in Chicago, offers short-term payday
loans, lines of credit, and unsecured installment loans over the
Internet, primarily in the U.S. and U.K. Enova was founded in 2003
and acquired by Cash America International Inc. in 2006.  In April
2014, Cash America announced its intention to evaluate a potential
spin-off of Enova, which S&P expects will be completed by the
first quarter of 2015.  As a result, S&P rates Enova on a stand-
alone basis, factoring in none of the positive or negative aspects
of the company's relationship with its parent.

Enova is currently funded through an intercompany loan from Cash
America.  Proceeds from the proposed $500 million debt offering
will be used to retire the intercompany loan and provide a cash
dividend to Cash America.  As a wholly owned subsidiary, Enova is
currently a guarantor of Cash America's indebtedness.  Upon
completion of the spin-off, the guarantee on Cash America's debt
will be automatically terminated.

"We view the possibility of regulatory or legislative changes as
an important risk factor for Enova.  The company is regulated by
the Consumer Financial Protection Bureau (CFPB) in the U.S. and
the Financial Conduct Authority (FCA) in the U.K.  These
regulators have enormous sway over the industries Enova operates
in.  In fact, in April 2014, the FCA adopted several mandates that
will likely significantly alter the small-dollar lending industry
in the U.K. and could weigh on Enova's profitability.  However,
Enova's management believes that it has made significant
adjustments and implemented the majority of the expected changes
related to the coming U.K. regulatory changes.  In the U.S., it is
unclear what regulatory changes the CFPB may attempt to institute,
but it has already voiced significant concerns about how the
payday loan market operates.  Furthermore, in the U.S., Enova's
products are regulated at the state level," S&P said.

"Our stable outlook is based on our expectation that Enova will
continue to grow while maintaining modest leverage.  The outlook
also reflects our expectation that the spin-off from Cash America
will occur by the first quarter of 2015 and a delay or termination
of the intended spin-off could affect Enova's growth, leverage,
and cash flows," S&P added.

S&P could lower the rating if the spin-off does not occur, or if
Enova's performance deteriorates because of operational challenges
related to regulatory or strategic obstacles.  If the company's
debt to EBITDA (including operating leases) exceeds 4.0x on a
sustained basis or approaches covenant compliance requirements,
S&P could also lower the rating.

S&P is unlikely to raise the rating in the near to intermediate
term because the primary risk factors -- intense competition and
evolving regulatory threats -- are unlikely to abate.


FIRST PHILADELPHIA: Seeks to Extend Plan Filing Until July 19
-------------------------------------------------------------
First Philadelphia Holdings, LLC filed a motion with the U.S.
Bankruptcy Court to extend until July 19, 2014, the deadline to
file its Chapter 11 plan and disclosure statement.  The Debtor
also seeks to extend the deadline to solicit acceptances on the
Plan through Sept. 18, 2014.

First Philadelphia Holdings, LLC, is a Pennsylvania limited
liability company formed on or about March 14, 2005.  The Debtor
is headquartered in New Jersey and is in the business of owning
real estate located at 6501 New State Road a/k/a Tacony Street,
Philadelphia, Pennsylvania.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
12-39767) on Dec. 21, 2012.  The Debtor scheduled $15,000,000 in
assets and $10,346,981 in liabilities as of the Chapter 11 filing.
Judge Gloria M. Burns presides over the case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the Debtor's Chapter 11 case.


FLINT, MI: Retiree Suit Threatens to Tip City into Bankruptcy
-------------------------------------------------------------
Michael Martinez, writing for The Detroit News, reported that the
City of Flint, in Michigan, may be pushed over the financial cliff
by a lawsuit filed by a group of city retirees who are suing the
city to stop proposed cuts to their health care benefits.

According to the report, the health care benefits -- a $5 million
annual burden -- could force Flint to become Michigan's second-
largest municipality to file for Chapter 9 bankruptcy protection,
following Detroit.


FOUR WELLS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                  Case No.
       ------                                  --------
       Four Wells Limited                      14-51269
       545 Bristol Drive
       Aurora, OH 44202

       Capital L. Corp.                        14-51270

       Personal Management Group Inc.          14-51271

       Circle T Farm, Inc.                     14-51272

       T X Four Holdings, LLC                  14-51273

Chapter 11 Petition Date: May 17, 2014

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Hon. Alan M. Koschik

Debtors' Counsel: Marc P Gertz, Esq.
                  GOLDMAN & ROSEN, LTD
                  11 S Forge St
                  Akron, OH 44304
                  Tel: (330) 376-8336
                  Fax: (330) 376-2522
                  Email: mpgertz@goldman-rosen.com

                    - and -

                  Peter G. Tsarnas, Esq.
                  GOLDMAN & ROSEN, LTD.
                  11 South Forge Street
                  Akron, OH 44304
                  Tel: (330) 376-8336
                  Fax: (330) 376-2522
                  Email: ptsarnas@goldman-rosen.com

Four Well's Total Assets: $4.74 million

Four Well's Total Liabilities: $3.93 million

The Debtors disclosed that their secured debt is not less than
$4.55 million.

The petition was signed by Louis A. Telerico, managing member.

A list of Four Wells Limited's three largest unsecured creditors
is available for free at http://bankrupt.com/misc/ohnb14-51269.pdf


FREESEAS INC: Amends 250,000 Units Prospectus
---------------------------------------------
Freeseas Inc. filed an amended Form F-1 relating to the offering
of 250,000 units at a purchase price of $100 per unit, with each
unit consisting of one share of the Company's Series D Convertible
Preferred Stock, par value $0.001 per share, and Series C Warrants
to purchase 200 percent of the shares of common stock underlying
the Series D Preferred Stock, at an exercise price of 130 percent
of the Series D Preferred Stock conversion price on the initial
issuance date of the Series D Preferred Stock, rounded to the
nearest cent.  Each share of Series D Preferred Stock will have a
stated value of $100 and will be convertible into such number of
shares of common stock equal to the stated value divided by the
conversion price in effect at the time of conversion.  The initial
conversion price will be the lesser of (i) $1.09 (the closing bid
price of our common stock on May 16, 2014) and (ii) the greater of
(1) the closing bid price of the Company's common stock on the
date immediately prior to the closing of this offering, which is
expected to be on May 28, 2014, and (2) $0.981.  Assuming a Series
D Preferred Stock conversion price of $1.09, which was the closing
bid price of the Company's common stock on May 16, 2014, each
share of Series D Preferred Stock would be convertible into 92
shares of common stock (rounding up to the nearest whole share)
and the warrants included in each unit would be exercisable for
184 shares of common stock at an initial exercise price of $1.42
per share.

The Series D Preferred Stock and Series C Warrants will be
immediately convertible and exercisable, as applicable, subject to
certain ownership limitations.  The Series C Warrants will expire
on the fifth anniversary of the issuance date thereof.  No units
will be issued, however, and purchasers will receive only shares
of Series D Preferred Stock and Series C Warrants.  The Series D
Preferred Stock and the Series C Warrants may be transferred
separately immediately following issuance.  There is no minimum
number of units that must be sold in the offering.

The Company's common stock is currently quoted on The NASDAQ
Capital Market under the symbol "FREE."  On May 16, 2014, the
closing price of the Company's common stock was $1.14 per share.

A copy of the Form F-1/A is available for free at:

                        http://goo.gl/o1jlnH

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net
loss of $30.88 million in 2012 and a net loss of $88.19 million in
2011.  As of Dec. 31, 2013, the Company had $87.63 million in
total assets, $74.83 million in total liabilities and $12.79
million in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet scheduled
payment obligations under its loan facilities and has not complied
with certain covenants included in its loan agreements.
Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.


GARLOCK SEALING: Asbestos Claimants Want To Limit Access To Docs
----------------------------------------------------------------
Law360 reported that asbestos claimants told a North Carolina
judge that Ford Motor Co. and others that won access to documents
relating to asbestos claims against Garlock Sealing Technologies
LLC should not be allowed to give other parties access to that
information.

As previously reported by The Troubled Company Reporter, Ford
Motor Co., Volkswagen Group of America Inc., and Honeywell
International Inc. were allowed by the bankruptcy judge presiding
Garlock's Chapter 11 case to learn the identities of asbestos
personal-injury plaintiffs who hired lawyers to represent them in
the Garlock case.

In a motion to reconsider, the official committee of asbestos
personal injury claimants asked U.S. Bankruptcy Judge George R.
Hodges to amend a motion he granted earlier this month that
allowed asbestos defendants to access so-called Rule 2019 filings
in the Garlock bankruptcy case, the Law360 report said.

Law360 said in a separate report that Judge Hodges' ruling will
become a watershed decision that attorneys say will drive solvent
defendants to investigate whether asbestos victims disappointed by
bleak Chapter 11 recoveries are resorting to making spurious
claims against them.

                       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.


GENERAL MOTORS: Next Fight to Occur July 1 Over Faulty Switches
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Motors Co. was given a schedule by the
bankruptcy judge to deal with initial stages of disputes over
who's liable for economic injuries claimed by owners of Chevrolet
Cobalts and Saturn Ions with defective ignition switches.

According to Bloomberg, Judge Robert Gerber of the U.S. Bankruptcy
Court for the Southern District of New York directed auto owners'
lawyers to submit a list of proposed agreed facts by May 28 and
gave GM until June 11 to respond with a list of its own.  Both
sides must confer and ideally propose one agreed list of facts by
July 1, Bloomberg related.

Judge Gerber will hold another status conference on July 2,
Bloomberg said.

GM has asked a Texas federal judge to halt a consumer lawsuit
filed after roughly 2.6 million of the automaker's vehicles were
recalled for an ignition defect, saying bankruptcy and
multidistrict litigation proceeding should conclude first, Law360
reported.  GM asserts that a stay is necessary to allow the
bankruptcy court to determine which claims in the Texas suit are
properly brought against "New GM" as compared to claims that may
be subject to the bankruptcy court's jurisdiction regarding Old
GM, the Law360 report related.

Joann S. Lublin and Jeff Bennett, writing for The Wall Street
Journal, reported that GM's board has stepped up its response to
the controversy over the automaker's handling of vehicle safety
recalls, hiring Wachtell, Lipton, Rosen & Katz to review how
information about potentially dangerous defects flowed to its
members.  The Journal, citing a person close to the board, said
directors at GM weren't previously apprised of troubles with small
cars stalling due to a faulty ignition-switch.  Wachtell's probe,
according to the Journal, is to ensure that future vehicle safety
issues move more quickly to their attention through GM's
management.

Patrick G. Lee, writing for Bloomberg News, the Georgia attorney
whose wrongful death suit against GM helped trigger the recall of
2.59 million cars is seeking to revive that case, alleging the
automaker fraudulently withheld information ahead of a settlement.
Lance Cooper, according to the Bloomberg report, filed a new
complaint on May 12 in Georgia state court in Marietta, asking a
judge to reopen the matter, which GM settled in September with his
clients, the parents of 29-year-old Brooke Melton.  Melton died in
2010 when her 2005 Chevy Cobalt lost power in a crash linked to
the defective switch, Bloomberg related.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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


GENERAL MOTORS: CEO to Provide Update on Internal Probe
-------------------------------------------------------
Jeff Bennett and Joann S. Lublin, writing for General Motors Co.,
reported that Chief Executive Mary Barra returned to Capitol Hill
to brief Sen. Claire McCaskill (D., Mo.) and other lawmakers in
private on the auto maker's efforts to answer their questions
about delays in recalling cars with defective ignition switches.

According to the report, separately, GM took another step in its
effort to speed future responses to safety defects, assigning a
senior lawyer to work directly with its newly-appointed vehicle
safety czar.  At the same time, GM said general counsel Michael
Millikin, who turns 66 years old in August, will stay on at the
company, the report related.

Ms. Barra's trip to Capitol Hill came as former U.S. Attorney
Anton Valukas wraps up an investigation for GM on why it took
nearly a decade to recall 2.6 million vehicles equipped with a
faulty ignition switches, the report further related.  Mr. Valukas
is expected to present his report to the company in coming weeks,
the Journal said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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


GENEX HOLDINGS: S&P Assigns 'B' CCR & Rates $310MM Facilities 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to Wayne, Pa.-based GENEX
Holdings Inc.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the new $30 million first-lien revolver and
$190 million senior secured first-lien loan, and a 'CCC+' issue-
level and '6' recovery rating to the $90 million senior secured
second-lien term loan.  S&P also affirmed its ratings on GENEX
Services.

All new debt related to the refinancing will be issued by GENEX
Holdings Inc.  GENEX Services Inc. is the issuer of the existing
debt, and S&P expects to withdraw all ratings on it following the
close of the transaction.

"Although the refinancing will result in slightly higher debt
leverage, the ratio will remain within our tolerance limit for the
rating," said Standard & Poor's credit analyst Hema Singh.

After the debt issuance, S&P expects that pro forma 2014 adjusted
debt-to-EBITDA will increase to 6.6x compared with 5.5x as of
Dec. 31, 2013.  EBITDA fixed-charge coverage will likely decrease
to about 2.7x from 4.4x as of Dec. 31, 2013.


GRAYSBURG HILLS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Graysburg Hills Golf Course, Inc.
        910 Graysburg Hill Road
        Chuckey, TN 37641

Case No.: 14-50850

Chapter 11 Petition Date: May 14, 2014

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Hon. Marcia Phillips Parsons

Debtor's Counsel: Dean B. Farmer, Esq.
                  HODGES, DOUGHTY & CARSON, PLLC
                  P. O. Box 869
                  Knoxville, TN 37901
                  Tel: 865-292-2307
                  Fax: 865-292-2252
                  Email: dfarmer@hdclaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Fred L. Stewart, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb14-50850.pdf


HALLWOOD GROUP: Closes Merger with Hallwood Financial
-----------------------------------------------------
The Hallwood Group Incorporated's stockholders overwhelmingly
approved the merger of HFL Merger Corporation, a wholly -owned
subsidiary of Hallwood Financial Limited with and into the Company
at the special meeting of stockholders of the Company held on
May 15, 2014.

The Merger became effective May 16, 2014, and pursuant to the
terms and conditions set forth in the Merger Agreement,
HFL Merger Corporation merged with and into the Company, with the
Company continuing as the surviving corporation and as a wholly
owned subsidiary of HFL.  HFL is controlled by Anthony J.
Gumbiner, Chairman and chief executive officer of the Company.

At the Effective Time, each Share outstanding immediately prior to
the Effective Time (other than Excluded Shares and any Dissenting
Shares) was converted into the right to receive $12.39 in cash,
without interest, whereupon all those Shares were automatically
cancelled and ceased to exist, and the holders of those Shares
ceased to have any rights with respect thereto other than the
right to receive the Merger Consideration.

At the Effective Time, the Company became a wholly owned
subsidiary of Hallwood Financial with 1,000 shares of common stock
issued and outstanding, par value $0.01 per share.

On May 19, 2014, as a result of the Merger, the Shares ceased
trading on the NYSE MKT exchange prior to the open of the market
and the Company became eligible for delisting from the NYSE MKT
exchange and termination of registration under the Act.  On that
date, the NYSE MKT filed a Form 25 with the SEC to notify the
Securities and Exchange Commission of the delisting of the Shares
from the NYSE MKT and the deregistration of the Shares.

The Company intends to terminate its reporting obligations under
the Act by promptly filing a Certification and Notice of
Termination on Form 15 with the SEC.  The Company's obligations to
file or furnish certain reports and forms with the SEC will be
suspended immediately as of the filing date of the Form 15 and
will cease once the deregistration becomes effective.

Hallwood Financial has beneficial ownership of, and sole voting
and sole dispositive power with respect to, an aggregate of 1,000
shares or 100 percent, of the Surviving Company Shares.  Hallwood
Trust and Anthony Joseph Gumbiner may be deemed to have shared
voting and dispositive power with respect to the Surviving Company
Shares owned directly by Hallwood Financial.

A copy of the regulatory filing is available for free at:

                        http://goo.gl/sAnq7o

                        About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

The Hallwood Group incurred net loss of $2.40 million in 2013, a
net loss of $17.94 million in 2012 and a net loss of $6.33 million
in 2011.  The Company's balance sheet at Dec. 31, 2013, shows
$62.12 million in total assets, $23.33 million in total
liabilities and $38.78 million in total stockholders' equity.

Deloittee & Touche 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 is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to fund the Company's ongoing operations and
obligations.  These conditions raise substantial doubt about its
ability to continue as a going concern.


HANESBRANDS INC: Moody's Hikes Corp. Family Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service upgraded Hanesbrands, Inc.'s Corporate
Family Rating to Ba1 from Ba2 and Probability of Default Rating to
Ba1-PD from Ba2-PD. Moody's also raised Hanesbrands' senior
secured revolver to Baa2 from Baa3, and its senior unsecured notes
to Ba2 from Ba3. The company's SGL-2 Speculative Grade Liquidity
rating was affirmed. The rating outlook is stable.

The upgrade reflects Hanesbrands improved operating margins
resulting from a combination of lower overall production costs and
a modest increase in revenues. Combined, these two factors have
had a meaningful, and what Moody's considers to be sustainable,
favorable impact on the company's credit metrics. Debt/EBITDA is
currently at 3.2 times and interest coverage is at 4.7 times,
their strongest level since the 2006 spin-off by its former
parent.

The stable rating outlook reflects Moody's expectation that
Hanesbrands will be able to sustain its high operating margins and
that it will continue to make progress achieving cost savings
associated with the Maidenform acquisition that occurred in
October 2013. The stable rating outlook also considers Moody's
view that the company will use its free cash flow to fund
acquisitions and/or share repurchases as opposed to debt
repayment.

Ratings upgraded:

Corporate Family Rating, to Ba1 from Ba2

Probability of Default Rating, to Ba1-PD from Ba2-PD

$1.1 billion senior secured revolver due 2018, to Baa2 (LGD 2,
18%) from Baa3 (LGD 2, 17%)

$1.0 billion senior unsecured notes due 2020, to Ba2 (LGD 5,
72%) from Ba3 (LGD 5, 71%)

Ratings Rationale

Hanesbrands Ba1 Corporate Family Rating reflects the company's
significant scale in the global apparel industry -- pro forma
revenue to include the acquisition of Maidenform is about $5
billion -- leading share in the innerwear product category, and
moderate financial leverage. Debt/EBITDA was 3.2 times and
interest coverage was 4.7 times for the latest 12-month period
ended March 29, 2014. Other favorable credit considerations
include Hanesbrands' double digit operating margins that are a
result of product innovation, a low cost supply chain, and the
company's ability to successfully leverage its brands. Key
concerns include Hanesbrands' significant customer concentration -
- three of the company's largest customers currently account for
more than 50% of its revenues -- and its exposure to volatile
input costs, such as cotton, which can have a meaningful and
unfavorable impact on earnings and cash flows.

Further rating improvement is limited by the significant amount of
secured debt in Hanesbrands' capital structure, and by the
company's current financial policy that Moody's believes targets
credit metrics at a level too high for an investment grade rating.
A higher rating would require that Hanesbrands' demonstrate the
ability and willingness to maintain debt/EBITDA below 3.0 times as
well as materially reduce its reliance on secured financing.
Ratings could be lowered if the company experienced market share
losses or brand erosion that resulted in negative trends in
revenues or operating performance. Ratings could also be lowered
if Hanesbrands were to use debt more aggressively than it has in
the past to fund large acquisitions, or if the company were to
make share repurchases in an amount materially above what is
generates in free cash flow. Quantitatively, ratings could be
lowered if, for any reason, it appears that debt/EBITDA will rise
to and remain at or above 3.75 times for an extended period of
time.

Headquartered in Winston-Salem, NC, Hanesbrands is a manufacturer
and distributor of basic apparel products under brands that
include Hanes, Champion, Playtex, Bali, L'Eggs, Maidenform and
Just My Size. Annual revenue is about $5 billion pro-forma for the
acquisition of Maidenform.


HCA HOLDINGS: Share Repurchase No Impact on Moody's 'B1' CFR
------------------------------------------------------------
Moody's Investors Service commented that HCA Holdings, Inc.'s
announcement that it would repurchase approximately $750 million
of its equity in conjunction with a secondary offering by its
equity sponsors is credit negative. Moody's expect that HCA will
use a combination of available cash and drawings on its revolver
to fund the purchase, thereby, reducing available liquidity and
modestly increasing leverage. However, HCA's current ratings,
including its B1 Corporate Family Rating and B1-PD Probability of
Default Rating are unchanged. The positive rating outlook also
remains unchanged.

HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc.
(collectively HCA). Headquartered in Nashville, Tennessee, HCA is
the nation's largest acute care hospital company as measured by
revenue. A portion of the equity of HCA is still held by private
equity firms Bain Capital and KKR as well as members of
management. The company generated revenue in excess of $34.5
billion, net of the provision for doubtful accounts, in the twelve
months ended March 31, 2014.


HENNIGES AUTOMOTIVE: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Henniges Automotive
Holdings, Inc. -- Corporate Family Rating at B2, and Probability
of Default Rating at B2-PD. In a related action, Moody's assigned
a B1 rating to Henniges' new $285 million senior secured term loan
facility. Proceeds from the new term loan along with cash on hand
will be used to refinance the company's existing debt, make a
shareholder distribution to the company's equity sponsors
(affiliates of Littlejohn & Co., LLC), and add cash to Henniges'
balance sheet. The rating outlook is stable.

The following ratings were assigned:

Corporate Family Rating, B2;

Probability of Default, B2-PD;

B1 (LGD3, 43%), for the $285 million senior secured term loan due
2021

The $50 million asset based revolving credit facility is not rated
by Moody's.

Rating Rationale:

Henniges' B2 Corporate Family Rating incorporates the company's
high leverage following the planned sponsor dividend, modest size,
and high customer concentrations. Pro forma for the proposed
recapitalization and shareholder distribution, Henniges' Debt/
EBITDA is estimated at 5.2x (including Moody's standard
adjustments) for the LTM period ending March 31, 2014. Moody's
estimates that the dividend will return approximately 75% of the
sponsor investment in the company. Henniges' modest size, with a
revenue base of about $774 million for 2013, is at the low-end of
the B rating range. The company also has high customer
concentrations with the top three customers representing about 70%
of 2013 revenues.

Henniges' ratings benefit from the company's position and long
history as a leading North American manufacturer of sealing
systems (about 82% of revenues) and vibration control products.
About 58% of the company's revenues are generated in North America
and are expected to benefit from continued automobile demand in
the region. About 24% of revenues are generated in Europe which is
experiencing a gradual recovery in macro-economic conditions.
Henniges' European revenues also benefit from their concentration
to stronger German automobile manufacturers.

The stable outlook reflects Moody's expectation that the company's
free cash flow generation will better position the company's
credit metrics in the assigned rating range supported a good
liquidity profile.

Henniges is anticipated to have an good liquidity profile over the
next twelve months supported by cash on hand and a $50 million
asset based revolving credit facility. Pro forma for the close of
the transaction, Henniges is expected to have about $16 million of
cash on hand. Moody's anticipates the company to be free cash flow
positive over the near-term with growth in its major markets.
While unfunded at closing, the asset based revolving credit
facility has about $2.6MM in letters of credit outstanding and
should meet seasonal liquidity needs. The financial covenants
under the secured credit facilities are expected to included a
total leverage test with ample cushion over the near-tem.
Alternate liquidity will be limited as the company's largely
domestic assets will secure the bank credit facilities.

The opportunity for a higher outlook or rating or over the
intermediate term will rely on the company's ability to generate
free cash flow to sustain debt/EBITDA below 3.5x and
EBITA/interest expense, inclusive of restructuring charges, above
3x.

Future events that have the potential to drive a lower outlook or
rating include weaknesses in regional automotive production or
with one of the company's large customers resulting in debt/EBITDA
above 6x, or EBITA/interest expense below 2x. A weakening
liquidity profile could also drive a negative rating action.

Henniges Automotive Holdings, Inc., headquartered in Auburn Hills,
MI, is a leading designer and manufacturer of vehicle sealing
systems for doors, windows, trunks, lift gates, sunroofs, and
hoods primarily for the sale to companies in the North American,
European, and Chinese automotive markets. The company had net
sales of approximately $774 million in 2013.


HENRY CO: S&P Raises Rating on 2nd Lien Term Loan to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on U.S.-based roofing cement manufacturer Henry Co. LLC's
second-lien term loan to 'B-' from 'CCC+' (one notch lower than
the corporate credit rating).  The upgrade results from S&P's
revision of the recovery rating on the term loan to '5' from '6',
indicating its expectation for modest recovery (at the lower end
of the 10% to 30% range).  The recovery rating revision reflects a
modest improvement in S&P's projected second-lien recovery because
of a lower assumed first-lien debt as the company's first-lien
term loan continues to amortize.  Under S&P's analysis, this gives
the second-lien loan access to more of Henry's unencumbered value
-- that portion of the equity interests in Henry's Canadian
subsidiary that have not been pledged as collateral.

The 'B+' issue-level rating and '2' recovery rating on the
company's first-lien credit facilities remain unchanged.  The 'B'
corporate credit rating and stable outlook also remain unchanged,
derived from the company's "weak" business risk and "highly
leveraged" financial risk assessments.  Henry Co.'s weak business
risk profile assessment reflects our view of its considerable
exposure to cyclical residential and nonresidential construction
end markets, small scale of operations, and significant customer
concentration.  S&P's highly leveraged financial risk assessment
reflects typically aggressive financial policies adopted by
companies owned by financial sponsors.

Ratings List

Henry Co. LLC
Corporate credit rating                 B/Stable/--

Rating Raised; Recovery Rating Revised
                                         To             From
Henry Co. LLC
Second-lien credit facilities           B-             CCC+
  Recovery rating                        5              6


HOLT DEVELOPMENT: To File Consensual Amended Plan by May 31
-----------------------------------------------------------
Holt Development Co., LLC, and Heritage Bank, a secured creditor,
submitted to the Bankruptcy Court a third status report regarding
the proposed amendments to the Debtor's Plan of Reorganization
dated Nov. 1, 2013, and the proposed amendments to the
accompanying disclosure statement.

The parties' status report provides that, among other things, the
Debtor will be filing its consensual amended plan and an amended
disclosure statement, no later than May 31.

At the Jan. 14, 2014 hearing, counsel for the Debtor and Heritage
advised the Court that the Debtor and Heritage had reached an
agreement concerning the allowance and treatment of Heritage's
secured claims in the case, and that the parties were circulating
proposed amendments to the Plan and the Disclosure Statement.  The
amended, consensual plan will provide for the conveyance of
certain portions of the Debtor's properties located at Pleasant
View Village in Pleasant View, Tennessee.

The parties will also be meeting with engineers to address and
resolve all issues concerning the Debtor's construction general
permit with the Tennessee Department of Environment and
Conservation.

                            The Plan

As reported in the Troubled Company Reporter on Nov. 29, 2013,
according to the Disclosure Statement, the primary source of
funding for distributions under the Plan to nonpriority unsecured
non-insider creditors is the ongoing revenue stream from the
operations of the Pleasant View Project.

The Plan provides for this treatment of claims:

   Class 3 Claims of Heritage Bank.  The reorganized Debtor will
execute and deliver to Heritage Bank a promissory note having a
principal amount equal to the Loan Balance EDOP.

   Class 4 Claims of Doris E. Napiwoski.  On the Effective Date of
the Plan, or as soon as practicable thereafter, the following
actions, terms and conditions will be performed and implemented:
By warranty deed the Debtor will sell, transfer and convey to M&D
Investments, LLC, a Tennessee limited liability company, all the
Debtor's right, title and interest in, under and to all real
properties, or interests therein, which remain subject to the
liens provided in the three (3) deeds of trust recorded
prepetition for the benefit of the Class 4 Claimant, as the same
may have heretofore been modified.

   Class 5 Unsecured Claims of Holt Construction, Inc. and Dannie
R. Holt and Melba Holt.  The legal, equitable and contractual
rights to which the claims of the Class 5 Claimants entitle the
holders thereof are not altered by the Plan, except as follows:
all such claims are subordinated to the rights of all other
holders of Allowed Claims in the Case.

   Class 6 Claims of Pleasant View Village Square, Inc.  The
legal, equitable and contractual rights to which the claims of the
Class 6 Claimant entitle the holder thereof are not altered by the
Plan.

   Class 7 Unsecured Claims not entitled to priority and not
expressly included in the definition of any other class.  In full
settlement, satisfaction and discharge of the allowed claims of
the Class 7 Claimants, the reorganized Debtor will remit to each
Class 7 Claimant on the Effective Date of the Plan cash equal to
one-half of the allowed amount of its claim.

   Class 8 Interests. The legal, equitable and contractual rights,
to which the interests of the Class 8 Interests entitle the
holders thereof, are not altered by the Plan.

A copy of the Disclosure' Statement is available for free at

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

                       About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  The Debtor estimated assets of
at least $10 million and debts of at least $1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.

The Debtor is represented by:

         Thomas H. Forrester, Esq.
         GULLETT, SANFORD, ROBINSON & MARTIN, PLLC
         150 3rd Ave. South, Suite 1700
         Nashville, TN 37201
         Tel: (615) 244-4994
         Fax: (615) 256-6339

Heritage Bank is represented by:

         Robert C. Goodrich, Jr.
         STITES & HARBISON, PLLC
         401 Commerce Street, Suite 800
         Nashville, TN 37219
         Tel: (615) 244-5200
         Fax: (615) 742-4126


HOSTESS BRANDS: Names William Toler as New CEO
----------------------------------------------
Erin McCarthy, writing for The Wall Street Journal, reported that
Hostess Brands LLC, the maker of Twinkies and Ding Dongs, said it
has named William Toler as its chief executive and president.

"I look forward to strengthening our team and working with Bill,
who will bring his talents and energy to the next phase of the
company's growth," Mr. Metropoulos said in a statement.

According to the report, citing a Hostess statement, Mr. Toler
previously served as chief executive of AdvancePierre Foods and
president of Pinnacle.  The company also said that Rich Seban, who
most recently was the company's president and chief operating
officer, has been named vice chairman, 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.


JACOBY & MEYERS: Creditors Want Court to Force Firm Into Ch. 11
---------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
a group of creditors attempting to force defunct consumer law firm
Jacoby & Meyers Bankruptcy LLP into Chapter 11 protection are
urging a court to rule that bankruptcy is the best way to protect
unhappy clients left in the lurch by the firm's demise.

According to the report, in a filing with the U.S. Bankruptcy
Court in New York, creditors like online document service Legal
Zoom say "the total lack of disclosure and transparency"
surrounding the firm's December 2013 closure prompted them to file
an involuntary bankruptcy petition against the firm in March.

A year and a half later, Jacoby & Meyers Bankruptcy closed and put
itself into the hands of a trust intended to liquidate the firm
and repay its debts, the report related.  Creditors say the firm's
trustee isn't going far enough and would like to see the firm
unwound through bankruptcy, the report further related.

The case is In re Jacoby & Meyers Bankruptcy LLP, 14-bk-10641,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).
The firm, formed by the 2012 merger of Jacoby & Meyers LLC and
Macey Bankruptcy Law PC, ceased operations in December,
transferred its assets to trusts and assigned a trustee.  The firm
once had 135 offices in all 50 states, with 310 lawyers and 600
non-attorney staff.


KID BRANDS: Defaults, Faces Possible Bankruptcy
-----------------------------------------------
Kids Brands Inc. disclosed in its Annual Report on Form 10-K filed
with the Securities and Exchange Commission that it was not in
compliance with:

     -- the financial covenant pertaining to Availability under
        its credit agreement for the month ended February 28,
        2014, the financial covenants pertaining to Availability
        and gross sales for the month ended March 31, 2014, or

     -- the covenant requiring the delivery of annual financial
        statements within 90 days of the end of 2013, accompanied
        by a report and opinion of its auditors without a going
        concern or other qualification or exception.

As reported by the Troubled Company Reporter on April 11, 2014,
Kid Brands has executed a waiver and amendment to its existing
credit agreement with Salus Capital Partners, LLC, as Lender,
Administrative Agent and Collateral Agent.  The amended credit
agreement removes certain restrictions on lending for four months,
suspends existing financial covenants through August 31, 2014 and
waives specified events of default and failures of conditions to
lending, in consideration for a new collateral coverage ratio, a
2% per annum interest rate increase, and Company Board of
Directors specified, non-voting participation rights, among other
provisions.

Trading of the Company's common stock on the New York Stock
Exchange was suspended as of March 31, 2014. The Company also
anticipated that it may not be in compliance with both financial
covenants for the month ended April 30, 2014.

The Company anticipated that it would determine and disclose in
its financial statements for 2013 that there is substantial doubt
about its ability to continue as a going concern, and that a
related explanatory paragraph would be included in the report and
opinion of the Company's auditors for such year, and that it would
consider the existence of material weaknesses or significant
deficiencies in its internal control over financial reporting for
the year ended December 31, 2013.  The Company said the Going
Concern Events may also violate specified provisions of the Credit
Agreement, and result in a failure of the conditions to lending
thereunder.

Kid Brands said the Company, the Agent and the Required Lenders
under the Credit Agreement executed a waiver and amendment thereto
as of April 8, 2014.  Amendment No. 4 waived the Existing Events
of Default, and any event of default or failure of any condition
to lending arising from the violation of specified provisions of
the credit agreement resulting from the Going Concern Events or
the failure of the Borrowers to make a payment under a material
license and receipt of a related notice of breach (which breach
has since been cured).  In addition, among other things,
compliance with each of the Availability and gross sales financial
covenants was suspended until the month ending August 31, 2014,
the availability block was reduced by $0.5 million (i.e., $3.5
million, instead of $4.0 million, will be subtracted from amounts
otherwise available for borrowing to compute availability) for a
period of four months, and the permitted transit period for in-
transit inventory was increased (thereby increasing the amount of
eligible inventory used to calculate availability) for a period of
four months.

In consideration, among other things, the Company is subject to a
new monthly Collateral Coverage Ratio (the value, as defined in
Amendment No. 4, of eligible inventory, intellectual property and
trade receivables to total outstandings under the credit
agreement) of 1.0:1.0, interest rate margins applicable to both
revolver tranches under the credit agreement were increased by
2.0% per annum, and the Agent was granted specified Kid Brands
board of directors observation and participation rights (in a non-
voting capacity). If the Company is unable to remain in compliance
with its credit agreement, as so amended, its lenders would be
entitled to, among other things, accelerate the loans under the
credit agreement, declare the commitments thereunder to be
terminated and/or refuse to permit further draw-downs on the
revolver, seize collateral or take other actions of secured
creditors. If the loans are accelerated or commitments terminated,
we are likely to face substantial liquidity problems and be forced
to dispose of material assets or operations, seek to obtain equity
capital, or restructure or refinance our indebtedness.

The Company said those alternative measures may not be available
or successful.

"Also, our bank covenants may limit our ability to dispose of
material assets or operations or to restructure or refinance our
indebtedness. Even if we are able to restructure or refinance our
indebtedness, the economic terms may not be favorable to us. In
addition, an event of default under our credit agreement could
result in a cross-default under certain license agreements that we
maintain. Any of the foregoing is likely to have a material
adverse effect on the Company's financial condition and results of
operations, and cause us to become bankrupt or insolvent," Kid
Brands said.

"Our debt covenants may affect our liquidity or limit our ability
to complete acquisitions, incur debt, make investments, sell
assets, merge or complete other significant transactions.

"Our current credit agreement includes provisions that place
limitations on a number of our activities, including our ability
to: incur additional debt; create liens on our assets or make
guarantees; make certain investments or loans; pay dividends;
repurchase our common stock; dispose of or sell assets; or enter
into acquisitions, mergers or similar transactions. These
covenants could restrict our ability to pursue opportunities to
expand our business operations. In addition, substantially all
cash, other than cash set aside for the benefit of employees (and
certain other exceptions), is swept and applied to repayment of
amounts outstanding under our credit agreement," the Company said.

Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Kid Brands could soon be bankrupt or insolvent as its cash
dwindles and the company becomes unable to meet its obligations.
According to the report, with only $1.2 million in its coffers,
Kid Brands has been unable to pay the $16.5 million due to
suppliers and manufacturers, the company said in a U.S. Securities
and Exchange Commission filing.  Suppliers have begun terminating
agreements, writing to demand immediate payment, refusing to ship
or requiring cash in advance, the report related.  One supplier
has filed a legal complaint and another has made a demand for
arbitration, Kid Brands said, the report further related.

Meanwhile, KPMG LLP of Short Hills, New Jersey, the Company's
independent auditor, said the Company may not have sufficient
liquidity to support working capital requirements which raises
substantial doubt about its ability to continue as a going
concern.

A copy of the Company's 2013 Annual Report is available at
http://is.gd/Yl6E7E

                          About Kid Brands

Based in East Rutherford, New Jersey, Kid Brands is a designer,
importer, marketer and distributor of branded infant and juvenile
consumer products.  It operates through four wholly owned
subsidiaries -- Kids Line, LLC; LaJobi, Inc.; Sassy, Inc.; and
CoCaLo, Inc.  Its products include infant bedding and related
nursery accessories and decor, nursery appliances, bath/spa
products and diaper bags (Kids Line(R) and CoCaLo(R)); nursery
furniture and related products (LaJobi(R)); and developmental toys
and feeding products, bath and baby care items with features that
address the various stages of an infant's early years, including
the Kokopax(R) line of baby gear (Sassy(R)).  It also markets
certain categories of products under various licenses, including
Carter's(R), Disney(R), Graco(R) and Serta(R).

As of Dec. 31, 2013, the Company had total assets of $120,256,000
and $111,016,000 in total liabilities.


LAGUNA BRISAS: Receiver's Access to Cash Extended Until July 1
--------------------------------------------------------------
Senior secured creditor Wells Fargo Bank, N.A., Byron Chapman, the
duly appointed state court receiver for Laguna Brisas LLC, Kay Nam
Kim and Mehrdad Elie entered into an 11th stipulation extending
the receiver's use of cash collateral until July 1, 2014.

Wells Fargo Bank, N.A., as trustee for the registered holders of
Banc of America Commercial Mortgage, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-3, by and through CW
Capital Asset Management LLC, solely in its capacity as special
servicer, is represented by:

         Keith C. Owens, Esq.
         Jennifer L. Nassiri, Esq.
         VENABLE LLP
         2049 Century Park East, Suite 2100
         Los Angeles, CA 90067
         Tel: (310) 229-9900
         Fax: (310) 229-9901

A copy of the approved budget is available for free at:

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

                     About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LAKEVIEW DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Lakeview Development Corporation
        5251 DTC Parkway, #1185
        Englewood, CO 80111

Case No.: 14-16938

Chapter 11 Petition Date: May 20, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN GARBER, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $ 50 million

The petition was signed by David M. Summers, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob14-16938.pdf


LANDAUER HEALTHCARE: Joint Liquidation Plan Declared Effective
--------------------------------------------------------------
The Bankruptcy Court confirmed the joint plan of liquidation of
LMI Legacy Holdings Inc., fka Landauer Healthcare Holdings, Inc.,
and its debtor affiliates, dated March 13, 2014, as revised.  LMI
is authorized to execute the agreements and make distributions as
contained in the plan.

Other provisions in the Court's confirmation include:

   (a) Upon the plan's effective date, LMI's wind down funds will
       be used to fund any outstanding payments required to
       consummate the plan and for future needs in winding down
       their affairs.

   (b) LMI and each affiliated debtor will continue to exist after
       the effective date as a separate entity.

   (c) As of the effective date, the term of current members of
       their board of directors will expire and the liquidating
       supervisor, will be deemed the sole director or manager.

   (d) LMI will assume all insurance policies while all other
       executory contracts and unexpired leases will be deemed
       rejected.

   (e) After the effective date, any pending request to lift the
       automatic stay will be treated as a move for relief from
       the injunction provided in the plan. Any amount received by
       Passaic Healthcare Services, LLC, doing business as Allcare
       Medical, and Saverio D. Burdi cannot be distributed without
       Court approval.


   (f) On the effective date, the ACE D&O policy will be deemed
       assumed and assigned in accordance with the plan.

The effective date of the plan occurred on May 1, 2014.

June 2, 2014 is the deadline for filing proofs of claim or
requests for payment of administrative expense claims arising
after October 21, 2013. All administrative expense requests should
be sent to:

   LMI Legacy Holdings Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   757 Third Avenue, Third Floor
   New York, NY 10017

As reported by the Troubled Company Reporter, Landauer Healthcare
Holdings changed its name to LMI Legacy Holdings Inc. following
the completion of the sale of substantially all of its assets to
an affiliate created by Quadrant Management Inc.  Quadrant,
through LMI DME Holdings LLC, obtained in early January the
Court's approval to purchase the Debtors' assets for $22 million.
A full-text copy of the Asset Purchase Agreement is available for
free at http://bankrupt.com/misc/LANDAUERapa0106.pdf

LMI is represented by:

   Michael R. Nestor, Esq.
   Matthew B. Lunn, Esq.
   Justin H. Rucki, Esq.
   YOUNG CONAWAY STARGATT & TAYLOR, LLP
   Rodney Square
   1000 North King Street
   Wilmington, DE 19801
   Telephone: (302) 571-6600
   Facsimile: (302) 571-1253

       - and -

   John A. Bicks, Esq.
   K&L GATES LLP
   599 Lexington Avenue
   New York, NY 10022-6030
   Telephone: (212) 536-3900
   Facsimile: (212) 536-3901

       - and -

   Charles A. Dale III, Esq.
   Mackenzie L. Shea, Esq.
   K&L GATES LLP
   One Lincoln Street
   Boston, Massachusetts 02111
   Telephone (617) 261-3100
   Facsimile: (617) 261-3175

                      About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LANDAUER HEALTHCARE: Wins Interim Use of Infinite License
---------------------------------------------------------
The Bankruptcy Court approves, on an interim basis until May 24,
2014, the request of LMI Legacy Holdings, Inc., fka Landauer
Healthcare Holdings, Inc., and LMI DME Holdings LLC to compel
Infinite Corporate to abide by Court-approved settlement and
license agreements entered into by the parties.

Infinite is a global information technology integrator that
assists business in modernizing and migrating their IT
infrastructure.

In October 2013, Infinite threatened to terminate LMI's licensed
billings and accounts receivable software. Faced with serious
disruption of their ongoing business and the success of their
bankruptcy cases, LMI threatened to bring litigation against
Infinite to enforce the terms of the license agreement. After
extensive discussions, the parties agreed to resolve and settle
their claims dispute by entering into a compromise and settlement
agreement, which amended the terms of the license agreement.

The settlement extends the terms of the license agreement through
December 31, 2016. However, Infinite had informed LMI that the
license keys will expire way before that date unless it is paid
$500,000 to transition the software to a different server.

Infinite maintained that the transition is necessary because LMI
is operating an obsolete version of the software and they lack the
ability to issue license keys for obsolete software.

Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, contended that Infinite was attempting to
hold LMI hostage for additional funds that are not required to be
paid under the settlement. Without the Infinite 36 license, LMI
will be unable to continue billing patients and payers and will be
unable to collect ongoing revenues or manage their cash flow.

The hearing on this issue is scheduled for May 23, 2014.

                      About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LANGUAGE LINE: S&P Lowers CCR to 'B-' on Incomplete Refinancing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating on Monterey, Calif.-based
interpretation service provider Language Line Holdings LLC to 'B-'
from 'B'.  The outlook is negative.

At the same time, S&P lowered its rating on the senior secured
first-lien term loan to 'B-' from 'B', and the recovery rating is
'3', indicating S&P's expectation of a meaningful (50% to 70%)
recovery in the event of a payment default.  S&P also lowered the
rating on the second lien term loan to 'CCC' from 'CCC+', and the
recovery rating is '6', indicating S&P's expectation of a
negligible (0%-10%) recovery in the event of a payment default.

"We are downgrading Language Line to 'B-' as a result of the
company's inability to complete its proposed capital structure
refinancing, said credit analyst Peter Bourdon.  "We previously
upgraded Language Line to 'B' from 'B-' on April 21, 2014, based
on our expectation of an increased cushion of compliance with its
total leverage covenant.  Since the refinancing was not completed,
the company is still subject to its 2010 credit agreement, which
includes aggressive step-downs in the total leverage covenant.  As
of March 31, 2014, the company was in compliance with its total
leverage covenant, but the EBITDA cushion was less than 5%."

The negative outlook reflects S&P's view that the company may
violate its total leverage covenants in the next six to 12 months.

Downside scenario

S&P could lower the rating if it becomes convinced that company
will not meet its expectations for organic revenue growth of 3% to
6%, which S&P expects would result in a greater than 10% decrease
in EBITDA and a likely covenant violation.

Upside scenario

S&P could revise the outlook to stable if the company obtains
minimal covenant relief or raise the rating if the company is able
to arrange an amendment that provides it a 15% EBITA cushion of
compliance with its total leverage covenant.


LEADING EDGE: Files in Delaware to Liquidate
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that rather than reorganize, Leading Edge Logistics LLC, a
third-party transportation management company, filed a Chapter 7
petition on May 19 in U.S. Bankruptcy Court in Delaware to
liquidate its business.

According to the report, the company said it doesn't expect there
will be anything left to pay unsecured creditors.

The Philadelphia-based company had 17 offices in the U.S., Mexico
and Puerto Rico, according to its website, the report related.  It
listed assets and debt as each exceeding $10 million, the report
further related.  Three affiliates also sought court protection,
the report said.

The case is In re Leading Edge Logistics LLC, 14-bk-11260, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


LEVEL 3 COMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Broomfield, Colo.-based telecommunications provider, Level 3
Communications Inc., including the 'B' corporate credit rating, on
CreditWatch with positive implications.

"The placement of Level 3 Communications' ratings on CreditWatch
with positive implications follows its release of first quarter
operating results, which include continued sequential growth of
CNS revenues, in particular, enterprise CNS revenue, which also
helped to increase EBITDA compared with the year-ago quarter,"
said Standard & Poor's credit analyst Richard Siderman.  "We view
the CNS revenues generated by enterprise customers as generally
more stable and less susceptible to price compression compared
with the wholesale CNS and wholesale voice segments.  We could
raise ratings by one notch if we believe the company will continue
to grow CNS revenue and maintain positive EBITDA momentum," added
Mr. Siderman.

"Our 'B' corporate credit rating on Level 3 includes the use of a
negative comparative rating analysis modifier that results in the
rating being one notch lower than the 'b+' preliminary analytical
outcome, or "anchor."  This incorporates our current view that
intense competition, along with a history of price compression for
certain Level 3 services, exacerbates the already "weak" business
risk profile.  We do not anticipate a favorable revision of our
"weak" business risk assessment.  Therefore, in resolving the
CreditWatch, we will evaluate prospects that continued growth in
enterprise CNS and our view of somewhat improved price stability
could result in a one notch upgrade," S&P noted.


LIGHTSQUARED INC: Ergen Win May Hurt Him in Nevada Lawsuit
----------------------------------------------------------
Nick Brown, writing for Reuters, reported that Dish Network
Chairman Charles Ergen scored a big win this month in the
bankruptcy of LightSquared but the judge who delivered the ruling
also had some harsh words for Ergen, and they could come back to
haunt the chairman in a separate lawsuit in Nevada.

According to the report, LightSquared had sued Ergen, accusing him
of scheming to improperly take control of LightSquared by secretly
acquiring its loans.  U.S. bankruptcy judge Shelley Chapman ruled
only a piece of Ergen's debt deserved to be altered, so the
restructuring plan was unfair.  That should give Ergen leverage as
sides negotiate a new deal to restructure LightSquared, which is
majority owned by Phil Falcone's Harbinger Capital Partners,
Reuters said, but Ergen may have a harder time in a Nevada
lawsuit, where shareholders claim he breached his fiduciary duty
by amassing LightSquared debt on his own behalf, rather than
letting Dish make a play for the company.  The shareholders are
seeking damages from Ergen and other Dish directors, saying the
chairman's actions ultimately cost Dish a deal, the report
related.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LOFINO PROPERTIES: Ch. 11 Trustee May Access Cash Thru June 30
--------------------------------------------------------------
Bankruptcy Judge Lawrence S. Walter gave his stamp of approval on
an agreed third interim order that allows Henry E. Menninger, Jr.,
the chapter 11 trustee in the bankruptcy case of Lofino
Properties, LLC, to continue using cash collateral in which First
Financial Bank, N.A., asserts an interest.

The Chapter 11 Trustee seeks authority to use Cash Collateral
pending the earlier of the Court's entry of a final order
authorizing the use of the so-called First Financial Cash
Collateral or June 30, 2014, or until such later date as may be
provided.

The Chapter 11 Trustee said he has an immediate critical need to
use Cash Collateral to, among other things, finance the ordinary
cost of the Debtors operations and to satisfy working capital and
operational needs.  The Trustee's access to sufficient working
capital and liquidity through the use of Cash Collateral is vital
to the preservation and maintenance of the going concern value of
the Debtors' consolidated estate and to the Debtors' successful
reorganization.  Consequently, without the continued use of Cash
Collateral, to the extent authorized by this Order, the Debtors
and the consolidated estate would suffer immediate and irreparable
harm.

As of the Petition Date, and First Financial Bank, N.A. are
parties to the loan agreement.  First Financial has filed a proof
of claim in this case asserting that the amount owing under the
Loan Agreement as the petition date was $5,854,978.

The Cash Collateral consists of rents in the hands of the Debtors
as of the Petition Date and postpetition rents generated from the
operation of the Debtors' businesses.

As additional adequate protection, the Chapter 11 Trustee will
make monthly payments of principal and interest on the First
Financial Loan.

A copy of the Agreed Order is available at http://is.gd/KPkhYG

              About Lofino Properties & Southland 75

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.

A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.

The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel.  The
petitions were signed by Michael D. Lofino, managing member.

In re Southland 75, LLC, case no. 13-34100, has been substantively
consolidated on lead case no. 13-34099.

Henry E. Menninger, Jr., has been appointed the chapter 11
trustee, and is represented by:

     Raymond J. Pikna, Jr., Esq.
     WOOD & LAMPING LLP
     600 Vine Street, Suite 2500
     Cincinnati, Ohio 45202
     Tel: (513) 852-6033
     Fax: (513) 852-6087
     E-mail: rjpikna@woodlamping.com

Attorneys for lender, First Financial Bank, N.A., can be reached
at:

     Robert G. Sanker, Esq.
     Jason V. Stitt, Esq.
     KEATING MUETHING & KLEKAMP PLL
     One East Fourth Street, Suite 1400
     Cincinnati, OH 45202
     Tel: 513-579-6587
     Fax: 513-579-6457
     E-mail: rsanker@kmklaw.com
             jstitt@kmklaw.com


M.A.R. REALTY: Accord on Bank's Bid for Stay Relief Approved
------------------------------------------------------------
Bankruptcy Judge Mildred Caban Flores approved the settlement
agreement/stipulation for relief from stay and use of cash
collateral entered into by M A R Realty Corp., Banco Popular
Puerto Rico, the Tile Outlet Corp., and Azuljos & Ceramicas, Inc.

Judge Flores said that no opposition has been filed.

As reported in the Troubled Company Reporter on Jan. 31, 2014,
prior to the Petition Date, the Debtor entered into various loan
agreements with BPPR, pursuant to which BPPR provided certain
credit facilities to the Debtor.  The loans are secured by, among
other things, commercial real estate buildings, parcels of land
and residential real estate properties.  As part of the Loan
Documents and collateral for the loans, the Debtor granted to BPPR
a lien over its cash collateral; specifically, the pre and post-
petition rents generated by the Debtor from the real estate
collateral.  As of the Petition Date, the amounts due under the
loans total $9,740,587, which amounts are secured by the real
estate collateral and the cash collateral.

BPPR sought relief from the automatic stay to continue and
conclude the foreclosure process over the real estate collateral,
claiming that (a) the Debtor has failed to provide BPPR adequate
protection; (b) the Debtor has no equity in the real estate
collateral which is fully encumbered in favor of BPPR; and (c) the
real estate collateral is not necessary for the Debtor's effective
reorganization, assuming, that Debtor's reorganization may even
possible in this case.

Prior to the Petition Date, the Debtor defaulted on its
obligations under the loans.  On July 8, 2013, BPPR commenced a
civil action for foreclosure of mortgages and collection of monies
in the Puerto Rico Court of First Instance, San Juan Section.

To resolve the matters, the parties entered into a stipulation
dated Feb. 18, which provides that, among other things:

   1. the Debtor will have until Sept. 13, 2014, to (i) market the
sale of the real estate collateral and obtain an offer to purchase
the properties -- Quebradas Property, Building No. 25, Residence
No. 1, Residence No. 2 and Residence No. 3, (ii) reach an
agreement regarding such sale with BRPR, and (iii) close on the
sale;

   2. if the sale transaction is not completed by Sept. 13, the
Debtor will consent to the complete and immediate and irrevocable
extinguishment of the protections of the automatic stay; and

   3. the Debtor will be authorized to use the cash collateral
until Sept. 13, and make a monthly adequate protection payment to
BRPR in the amount of $5,000.

A copy of the stipulation is available for free at:

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

                      About M.A.R. Realty

M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 13-09752) on Nov. 25, 2013.  Edwin Ramos signed the
petition as president.  The Debtor disclosed $11.16 million in
total assets and $10.14 million in total liabilities.  Isabel M.
Fullana, Esq., at Garcia Arregui & Fullana PSC, serves as the
Debtor's counsel.  Hon. Mildred Caban Flores presides over the
case.


MEE APPAREL: Ecko Unlimited Cancels Auction
-------------------------------------------
Patrick Holohan, writing for The Deal, reported that MEE Apparel
LLC will proceed with an $11.65 million sale of its assets to its
stalking-horse bidder after canceling its May 21 auction due to a
lack of competing bids.

According to the report, the Debtor's counsel, Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard PA, said Judge
Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey in Trenton will consider the $11.65 million
credit bid of Suchman LLC at a May 28 hearing.  Mr. Sirota said
the bid also assumes $6 million on a factoring facility with
Rosenthal & Rosenthal Inc. from Sept. 24, 2013, the Deal related.

                        About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have a deal to sell the assets to owner and lender
Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned
auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.


MF GLOBAL: Former Execs Granted Extra $10MM For Defense Costs
-------------------------------------------------------------
Law360 reported that Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York allowed former MF
Global Inc. executives including Jon Corzine to access an
additional $10 million in insurance proceeds to defend themselves
against litigation related to the brokerage's collapse, despite
the judge's annoyance at the "staggering" amount that has already
been spent.

According to the Law360 report, Judge Glenn said he would allow
the former officials to increase the $30 million soft cap on the
proceeds to $40 million even though that amount won't even cover
the total professional costs that have piled up in the case.

Nick Brown, writing for Reuters, reported that lawyers for MF
Global asked Judge Glenn to impose procedures to limit mounting
legal fees incurred by Mr. Corzine and other former company
insiders in litigation over their role in MF's 2011 collapse.

James Giddens, trustee for MF's former broker-dealer unit, and
Bruce Bennett, a lawyer for its defunct parent company, in court
papers said the former Chief Executive Officer, former Chief
Operating Officer Bradley Abelow and other ex-insiders are
mounting exorbitant legal bills through excessive defense tactics,
Reuters related.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MJC AMERICA: Has Until Oct. 10 to Propose Chapter 11 Plan
---------------------------------------------------------
The Bankruptcy Court extended MJC America, Ltd.'s exclusive
periods to file a chapter 11 plan until Oct. 10, 2014, and solicit
acceptances for that plan until Dec. 12.

The Debtor is represented by:

         David A. Tilem, Esq.
         LAW OFFICES OF DAVID A. TILEM
         206 N. Jackson Street, Suite 201
         Glendale, California 91206
         Tel:(818) 507-6000
         Fax:(818) 507-6800
         E-mail: Davidtilem@tilemlaw.com

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MONTANA ELECTRIC: Modifications to Plan Outline Filed
-----------------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc., submitted to the Bankruptcy Court a Second Amended
Disclosure Statement explaining the Plan of Reorganization.

According to the Disclosure Statement, the original template for
the Disclosure Statement was drafted by Lee A. Freeman, as Chapter
11 trustee of the Debtor, and his counsel.  The trustee's
Disclosure Statement was ultimately approved by the Bankruptcy
Court.

Bankruptcy Rule 2012(b) provides, in pertinent part, that when
a trustee is removed -- as in the case in the Cooperative's case
-- " . . . the successor is automatically substituted as a party
in any pending action, proceeding or matter. . . . "  This form of
proposed Disclosure Statement has been amended by the Debtor to
reflect modifications consistent with the Debtor's First Amended
Plan of Reorganization.

The First Amended Plan of Reorganization provides for the
continued operation of the Debtor for an estimated four-year
period.  The Plan is filed with the support of the four remaining
members of the Debtor consisting of Tongue River Electric
Cooperative, Inc., located in Ashland, Montana; Fergus Electric
Cooperative, Inc., located in Lewistown, Montana; Mid-Yellowstone
Electric Cooperative, Inc., located in Hysham, Montana; and
Beartooth Electric Cooperative, Inc. located in Red Lodge,
Montana.

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

Finally, incorporated within the Plan is a settlement reached with
all of the Construction Lienholders which recorded mechanic liens
against property of the estate.

The Plan reflects a comprehensive settlement among the Debtor, the
Members and the Noteholders which, from an Estate perspective,
substantially improves upon the terms of a negotiated settlement
between the Noteholders and the trustee.  The Plan resolves the
issue of the value of the Noteholders' collateral and eliminates
the Noteholders' current claim for a $46 million "make-whole
amount".  The settlement reached with the Noteholders will result
in a material reduction of the Noteholders' debt, interest rate
relief for Reorganized Southern, and a much shorter term within
which the Noteholders' restructured debt is repaid.

The Plan also provides for recoveries to other secured creditors
and distributions to unsecured creditors that are equal to if not
greater than what they would receive if the Debtor were to be
liquidated.

A confirmation hearing is scheduled for June 2, at 9:00 a.m.
Objections, if any, are due May 30.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/SOUTHERNMONTANA_2ds.pdf

The Debtor is represented by:

         Malcolm H. Goodrich, Esq.
         Maggie W. Stein, Esq.
         GOODRICH LAW FIRM, P.C.
         2619 St. Johns, Avenue, Suite F
         P.O. Box 1899
         Billings, MT 59103-1899
         Tel: (406) 256-3663
         Fax: (406) 256-3660

              - and -

         Mark E. Freedlander, Esq.
         McGUIRE WOODS LLP
         EQT Plaza
         625 Liberty Avenue, 23rd Floor
         Pittsburgh, PA 15222
         Tel: (412) 667-6000
         Fax: (412) 667-6050

                  About Southern Montana Electric

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

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

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

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

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

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


MONTREAL MAINE: Sale Generates Nothing for Victims
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that proceeds from the sale of Montreal Maine & Atlantic
Railway Ltd.'s operating railroad to Fortress Investment Group LLC
can't go toward victims of the derailment that killed 47 in Lac-
Megantic, Quebec, last year.

Mr. Rochelle said Robert J. Keach, the trustee for Montreal Maine,
said in an email that sale proceeds, valued by the trustee at only
about $15.9 million, will go entirely to secured creditors, after
money that went into escrow and fees are carved out to pay
professionals.

Law360 reported that three employees of Montreal Maine was
scheduled to appear in court after being charged with 47 counts of
criminal negligence -- one for each life lost -- in relation to
the July derailment.  The provincial prosecutor's officer for the
province of Quebec said engineer Thomas Harding, railway traffic
controller Richard Labrie, train operations manager Jean Demaitre
and the company itself had been charged, Law360 related.  Under
Canadian law, criminal negligence that results in death is
punishable by up to life in prison, the office said, Law360
further related.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


MOORE FREIGHT: Wants SGEF to Comply With Confirmation Order
-----------------------------------------------------------
The Bankruptcy Court, according to Moore Freight Service, Inc. and
G.R.E.A.T. Logistics, Inc.'s case docket, will convene a hearing
on May 27, 2014, at 9:00 a.m., to consider the motion to compel SG
Equipment Finance USA Corp., to comply with the confirmation order
and Plan or, alternatively, hold SGEF in contempt for violating
the confirmed plan and the confirmation order.

The Debtors said SGEF pursued domestication and collection of a
judgment against Dan Moore arising out of a debt of Moore Freight
Service, in violation of Section 1141(a) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on March 14, 2014,
Judge Keith M. Lundin confirmed and approved Second Amended
Chapter 11 Plan of Reorganization proposed by the Debtors.

The Second Amended Plan incorporates the changes negotiated with
creditors and announced at the hearing in open Court.

As reported by The Troubled Company Reporter, the Plan is a
comprehensive proposal by the Debtors that provides for the
continuation of the Debtors' business, payment in full of all
Allowed Secured Claims and a fair distribution to unsecured
creditors.

Marquette Transportation Finance, Inc. has agreed to continue to
provide financing to the Debtors following confirmation of the
Plan.

A copy of the Confirmation Order, along with the Second Amended
Plan version, is available for free at:

        http://bankrupt.com/misc/MOOREFREIGHT_ConfOrd.PDF

The Debtors are represented by:

         Barbara D. Holmes, Esq.
         David P. Canas, Esq.
         HARWELL HOWARD HYNE GABBERT & MANNER, P.C.
         333 Commerce Street, Suite 1500
         Nashville, TN 37201
         Tel: 615-256-0500
         Fax: 615-251-1059

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  LTC Advisory
Services LLC serves as the Debtor's financial advisors.  Moore
Freight estimated assets and debts of $10 million to $50 million.
CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.

On Sept. 17, 2013, the Court approved Moore Freight Service, Inc.,
et al.'s Amended Disclosure Statement describing the Debtors'
Amended Plan of Reorganization dated Sept. 16, 2013.

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.


MORGANS HOTEL: Accommodations Acquisition Holds 6.4% Stake
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Accommodations Acquisition Corporation and
Vector Group Ltd. disclosed that as of May 15, 2014, they
beneficially owned 2,196,447 shares of common stock of
Morgans Hotel Group Co. representing 6.4 percent of the shares
outstanding.  The reporting persons previously owned 1,712,447
shares at Aug. 10, 2011.  A copy of the regulatory filing is
available for free at http://goo.gl/F06ZGn

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $57.48 million on $236.48 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $66.81 million on
$189.91 million of total revenues in 2012.

The Company's balance sheet at March 31, 2014, showed $695.16
million in total assets, $897.21 million in total liabilities,
$5.15 million in redeemable noncontrolling interest and a $207.20
million total stockholders' deficit.


MOTORS LIQUIDATION: Scheduling Order Entered to Settle Issues
-------------------------------------------------------------
The Bankruptcy Court for the Southern District of New York issued
a scheduling order with respect to a number of issues relating to
a motion filed by General Motors Company (together with its
consolidated subsidiaries, "New GM") in which the GUC Trust has
appeared as a party-in-interest.

In its quarterly report on Form 10-Q filed April 24, 2014, New GM
disclosed that since the beginning of 2014, New GM had recalled
approximately 2.6 million vehicles to repair ignition switches or
to fix ignition lock cylinders and an additional 4.4 million
vehicles to address certain electrical and other safety concerns.
In addition, as disclosed in its current report on Form 8-K filed
May 15, 2014, New GM subsequently announced five new safety
recalls relating to additional defects, affecting approximately
2.7 million vehicles.  Many of the vehicles affected by the
foregoing recalls were manufactured or sold prior to July 10,
2009, the date that Motors Liquidation Company (formerly General
Motors Corporation) sold substantially all of its assets to New GM
pursuant to the provisions of Section 363(b) of Chapter 11 of the
United States Bankruptcy Code.

In the New GM Form 10-Q, New GM also disclosed that 55 putative
class actions had been filed by various plaintiffs against New GM
seeking compensatory damages for economic losses allegedly
resulting from the ignition-switch-related recalls or the
underlying condition of the vehicles covered by those recalls.
Since the date of that quarterly report, additional putative class
actions have been filed against New GM relating to the Ignition
Switch Issue.  The claims of many of the putative Class Actions
may be overlapping, and to date, those actions have not been
consolidated.  The Judicial Panel on Multidistrict Litigation has
scheduled a May 29, 2014, hearing to determine whether to
consolidate and transfer the Class Actions filed in federal courts
for coordinated and consolidated pretrial proceedings.

On April 21, 2014, New GM filed a motion with the Court seeking to
enforce the Sale Order and Injunction, entered on July 5, 2009,
approving the sale of substantially all of the assets of General
Motors Corporation to New GM pursuant to Section 363(b) of Chapter
11 of the United States Bankruptcy Code, which incorporates the
terms of the Master Sale and Purchase Agreement, dated July 10,
2009, by and among Old GM, certain of its debtor subsidiaries, and
New GM.  Under the terms of the Sale Order and the MSPA, all
product liability and property damage claims arising from
accidents or incidents prior to the Closing Date are to remain
with Old GM as general unsecured claims.  The GUC Trust has
appeared in the proceedings in the Bankruptcy Court as an
interested party.

On May 16, 2014, the Court entered the Scheduling Order
identifying a number of "threshold issues" for its resolution,
including whether a fraud on the Court was committed in connection
with the Sale Order in respect of the Ignition Switch Issue and
whether any or all of the claims asserted in the Class Actions are
claims against Old GM or the GUC Trust.  The GUC Trust intends to
vigorously defend its position that none of the claims of the
Plaintiffs may be properly asserted against Old GM or the GUC
Trust.

As previously disclosed, on Sept. 16, 2009, the Court entered the
bar order, setting Nov. 30, 2009, as the bar date for filing
proofs of claims related to all general unsecured claims against
Old GM and, following the passage of the effective date of Old
GM's Second Amended Joint Chapter 11 Plan dated March 18, 2011,
the GUC Trust.  To date, no Plaintiff has asserted a claim against
the GUC Trust in connection with the Class Actions.  In any event,
however, the Scheduling Order provides that the threshold issues
do not include whether any claims in the Class Actions are timely
or meritorious as against the bankruptcy estate of Old GM or the
GUC Trust (notwithstanding the Bar Order).

Nonetheless, no assurance may be given that personal injury,
property damage and other claims relating to New GM's recalls
involving GM vehicles manufactured or sold prior to the Closing
Date or settlements previously reached with certain plaintiffs who
asserted personal injury, property damage or other claims due to
incidents or accidents that occurred prior to the Closing Date,
will not adversely affect the GUC Trust, its assets or the Plan.

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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


MOUNTAIN COUNTRY: Trustee Can Hire Elliot Davis as Accountant
-------------------------------------------------------------
The Bankruptcy Court, in an amended order, authorized the trustee
for Mountain Country Partners LLC, to employ Elliot Davis LLC as
accountant.

Elliot Davis will assist the trustee in preparing necessary
federal and state tax returns; and provide other accounting and
tax services as may be required by the trustee.  The trustee will
pay Elliot Davis an amount not to exceed the sum of $15,000 to
prepare 2013 tax returns.

To the best of the trustee's knowledge, Elliot Davis is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The trustee is represented by:

         Robert Johns, Esq.
         TURNER & JOHNS, PLLC
         216 Brooks Street, Suite 301
         Charleston, WV 25301

               About Mountain Country Partners

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.

An Order for Relief was entered by the Court on June 25, 2012.
Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012.

James W. Lane, Jr., at the Law Offices of Jim Lane, Jr.,
represents the Debtor as counsel.  The law firm of Turner & Johns,
PLLC, represents the Chapter 11 Trustee as counsel.  Kay Biscopink
of Elliot Davis, LLP is the Trustee's accountant.


NATIONAL VINYL: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: National Vinyl Products, Inc.
        970 Rozier Street
        Sainte Genevieve, MO 63670

Case No.: 14-10463

Chapter 11 Petition Date: May 19, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (Cape Girardeau)

Judge: Hon. Barry S. Schermer

Debtor's Counsel: Robert E. Eggmann, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Boulevard, Suite 2075
                  Clayton, MO 63105
                  Tel: 314-881-0800
                  Fax: 314-881-0820
                  Email: reggmann@demlawllc.com

                     - and -

                  Thomas H. Riske, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Blvd., Suite 2075
                  Clayton, MO 63105
                  Tel: 314-881-0800
                  Fax: 314-881-0820
                  Email: triske@demlawllc.com

Total Assets: $2.14 million

Total Liabilities: $3.30 million

The petition was signed by Raymond O. Walter, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/moeb14-10463.pdf


NEW ENGLAND COMPOUNDING: Agrees to Give Tenn. $5M Over Outbreak
---------------------------------------------------------------
Law360 reported that the trustee for New England Compounding
Pharmacy Inc., which was linked to a fatal meningitis outbreak,
agreed to give the Tennessee Department of Health $5 million in
unsecured claims to end administrative proceedings against the
company claiming it had violated state pharmacy laws leading up to
the outbreak.

According to the report, the announced settlement comes less than
two weeks after trustee and Duane Morris LLP partner Paul Moore
finalized a proposed $100 million settlement with victims of
contaminated steroid injections that led to the fatal meningitis
outbreak.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         Suite 2400
         100 High Street
         Boston, MA 02110-1724
         Tel: 857-488-4216
         Fax: 857-401-3034

An Official Committee of Unsecured Creditors appointed in the case
has been represented by:

         BROWN RUDNICK LLP
         William R. Baldiga, Esq.
         Rebecca L. Fordon, Esq.
         Jessica L. Conte, Esq.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200

              - and -

         David J. Molton, Esq.
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800


NEWFIELD EXPLORATION: Fitch Affirms 'BB+' IDR; Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed all ratings for Newfield Exploration
Co. (Newfield; NYSE: NFX).  The Rating Outlook is Stable.
Approximately $3.0 billion of debt is affected by the rating
action.

Key Rating Drivers

Newfield's ratings reflect the company's rising liquids exposure,
strong reserve replacement history, robust production and cash
flow growth targets, adequate liquidity position, and extended
maturities profile.  These considerations are offset by the
company's heightened execution risk and weaker near-term credit
metrics while implementing its 'shrink to grow' strategy.

The company reported net proved reserves of 576 million barrels of
oil equivalent (MMboe) and production of 106 thousand boe per day
(Mboepd), excluding nearly 4 Mboepd of natural gas produced and
consumed in operations, from continuing domestic operations for
the year-ended 2013.  This results in a reserve life of over 14
years.  The Fitch-calculated three-year average organic reserve
replacement rate is 123%.  Production has increased at a
relatively modest five-year CAGR of 2.7%.  However, liquids
production has more than doubled to 59% of total production in
2013 from 31% in 2009.  The liquids transition has helped to
offset the effects of a weak natural gas pricing environment
resulting in a competitive Fitch-calculated cash netback of
$28.83/boe in 2013 compared to a recent company low of $17.56/boe
in 2009.

The company closed on the sale of its Malaysian assets (proved
reserves of 11 MMboe as of Dec. 31, 2013) in February 2014 for
$898 million.  The sale of its China assets (proved reserves of 25
MMboe as of Dec. 31, 2013) has been delayed by operational issues,
but management anticipates that production will commence and a
sale completed prior to year-end 2014.  An estimated price has not
been made publicly available, but a standardized measure value
(PV10) of $902 million was reported at year-end.  China sale
proceeds, similar to those received from the Malaysia sale, will
be used to repay any outstanding revolver balance and fund
operations.

ROBUST PRODUCTION & CASH FLOW GROWTH TARGETS

Management has outlined a three-year plan that targets a robust
cash flow CAGR target of about 20%, or $1.6 billion by 2016,
assuming $90/barrel oil and $4/Mcf gas.  The plan relies on
heightened levels of production growth (10% - 15% annually),
increased liquids growth (about 20% CAGR), and the achievement of
operating efficiencies and cost-savings.

About 65% of the company's budgeted $1.6 billion onshore capital
program in 2014 is allocated to its promising Anadarko and oil-
rich Williston Basins with production estimated to increase 100%
to 14.3 MMboe and 40% to 6 MMboe, respectively.  The remaining
capex budget is mainly allocated to the company's off-take
constrained Uinta and liquids-focused Eagle Ford positions, which
are anticipated to grow 5% to 8.6 MMboe and 30% to 4 MMboe,
respectively.  Newfield's Arkoma acreage, a natural gas play and
historically a key production contributor, is budgeted to receive
minimal investment and is anticipated to continue to exhibit a
naturally declining production profile over the near-term.
Management's midpoint production and liquids growth guidance in
2014 is approximately 15% to 46 MMboe and 30% to 25.4 MMboe,
respectively.  About half of the estimated liquids growth is
anticipated to come from lower value NGLs mainly attributable to
the Anadarko SCOOP production mix.

Newfield reported that first quarter production from continuing
domestic operations increased 20% year-over-year to 10.7 MMboe,
including about 0.3 MMboe of natural gas produced and consumed in
operations, exceeding the production midpoint of quarterly
guidance by over 0.4 MMboe.  Further, liquids production of 54% of
the total was generally consistent with the midpoint of quarterly
guidance.  Fitch views the first quarter results as an encouraging
first step in achieving the company's three-year targets, but
believes the robust target levels are subject to heightened
execution risk.

MODERATING LEVERAGE PROFILE

Newfield's 2013 leverage metrics increased year-over-year due to a
$650 million increase in borrowings to fund capital expenditures,
while the production profile and liquids mix remained relatively
flat.  The company ended 2013 with an elevated debt/EBITDA of
2.6x, which was anticipated by Fitch and better than expectations.
Further, year-end debt/proved developed (PD) reserves and debt per
flowing barrel metrics were approximately $11/boe and over
$28,700, respectively.  First quarter debt/EBITDA improved to 2.1x
after the repayment of the company's revolver balance.  Under the
company's three-year plan, management expects the company to
approach free cash flow (FCF) neutrality in 2016 and continue to
improve credit metrics by reducing financing needs via cash
proceeds from its international asset sales and cash flow growth.

Fitch's base case forecasts Newfield will be about $500 million
and $300 million FCF negative in 2014 and 2015, respectively,
using Fitch's oil & gas price deck.  Fitch expects the shortfall
in 2014 to be primarily funded with asset sale proceeds, assuming
a China sale in Q4 2014, with an increasing reliance on the credit
facility pre-close.  Fitch's base case results in debt/EBITDA of
2.1x with and 2.3x without the China asset sale in 2014.  Credit
metrics are forecast to improve further to 1.9x - 2.0x in 2015
with or without the China asset sale, assuming production
commences in late-2014.  A China no sale, no production scenario
is estimated to result in debt/EBITDA of 2.2x - 2.3x in 2015.
The company utilizes a combination of swaps and collared hedges to
manage cash flows and support development funding.  Fitch notes
that Newfield, in some cases, utilizes out-of-the-money short puts
to help offset hedging costs, which exposes a portion of hedged
cash flows to spot prices in a very weak market pricing
environment.  As of April 28, 2014, the company's anticipated oil
and gas production were approximately 85% and 90% hedged for 2014,
respectively.  The company also has a sizeable 2015 hedge position
equal to approximately 36 Mboepd of oil and 40 Mboepd of natural
gas.

ADEQUATE LIQUIDITY POSITION

Newfield has historically maintained a nominal cash balance.  As
of March 31, 2014, the company had a higher than average $107
million of cash-on-hand.  The company's primary source of
liquidity is the $1.4 billion senior unsecured credit facility due
June 2018.  The revolver had no outstanding borrowings as of
March 31, 2014.

Newfield has an extended maturities profile.  The next debt
maturity is the company's $600 million 7.125% senior subordinated
notes due 2018.

Financial covenants, as defined in the credit facility agreement,
consist of a maximum debt-to-book capitalization ratio of 60% and
an EBITDAX/interest expense ratio of at least 3.0x.  Other
covenants across debt instruments restrict the ability to incur
additional liens, engage in sale/leaseback transactions, and
merge, consolidate, or sell assets, as well as change in control
provisions.  The company is in compliance with all of its
covenants with ample cushion.

MANAGEABLE OTHER LIABILITIES

Newfield does not have a defined benefit pension plan.  Asset
retirement obligations (AROs) were $107 million and $2 million
from continuing and discontinued operations, respectively, as of
March 31, 2014.  Other contingent obligations related to
continuing and discontinued operations totaled $757 million and
$160 million, respectively, on a multi-year, undiscounted basis.
Obligations from continuing operation were primarily comprised of
firm transportation agreements ($425 million) and operating leases
and other service contracts ($239 million).

Additionally, the company entered into oil and gas delivery
commitments for a total of nearly 120 MMboe between 2014 and 2025.
The majority of these delivery commitments are associated with its
Tesoro and HollyFrontier refinery arrangements to accommodate the
company's waxy, refinery constrained Uinta production.  Management
believes its reserves and production will be sufficient to meet
these commitments.  Further, Fitch understands that annual
deficiency fees, assuming current production relative to the
maximum delivery commitment, would be manageable at less than $20
million.

RATING SENSITIVITIES

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

-- Increased size, scale, and diversification of Newfield's
   operations;

-- Mid-cycle debt/EBITDA below 2.0x on a sustained basis;

-- Debt/flowing barrel under $20,000 and/or debt/PD around $8/boe
   on a sustained basis.

Future positive rating actions will be closely linked to the
company's ability to increase production, approach FCF neutrality,
and improve credit metrics.

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

-- Mid-cycle debt/EBITDA above 2.5x on a sustained basis;

-- Debt/flowing barrel of $25,000 - $30,000 and/or debt/PD of $10-
   $12/boe on a sustained basis;

-- A persistently weak oil & gas pricing environment without a
   corresponding reduction to capex;

-- Shareholder friendly actions inconsistent with the expected
  cash flow profile.

Future negative rating actions will be closely linked to
Newfield's operational execution and financial flexibility.
Fitch has affirmed the following ratings with a Stable Outlook:

Newfield Exploration Co.

-- Long-term IDR at 'BB+';
-- Senior unsecured bank facility at 'BB+';
-- Senior unsecured notes at 'BB+';
-- Senior subordinated notes at 'BB'.


NORTH AMERICAN BREWERIES: S&P Withdraws B+ Sr. Secured Loan Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' issue-level
and '2' recovery ratings on Delaware-based North American
Breweries Holdings LLC's (NAB's) senior secured term loan
following its early repayment.

At the same time, S&P raised the corporate credit rating on NAB to
'B+' from 'B'.  The outlook is stable.  S&P subsequently withdrew
the corporate credit rating at the request of the company.

"The upgrade and stable outlook reflected NAB's improved financial
risk profile and liquidity position following its term loan
repayment, as well as our reassessment of its group member status
to 'highly strategic' to its parent, Cerveceria Costa Rica S.A.,"
said Standard & Poor's credit analyst Jean Stout.

The rating had previously been constrained by NAB's "highly
leveraged" financial risk profile and "weak" liquidity assessment
stemming from very tight covenant cushion under its term loan,
covenant levels that tightened each quarter for the next several
quarters, as well as S&P's doubts about the extent of further
group support following an equity infusion by its parent company
in November 2013 to cure NAB's financial covenant violation in the
2013 third quarter.

The corporate credit rating on NAB also reflected Standard &
Poor's view of its "vulnerable" business risk profile.

S&P now views NAB's liquidity as "adequate" according to its
criteria.  S&P's assessment is based on the company's improved
liquidity position and financial risk profile following the term
loan repayment.  S&P estimates that sources of liquidity would
likely exceed uses by more than 1.2x over the next 12 months, even
if forecasted EBITDA declined by 15%.


NORTH JERSEY COMMUNITY: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: North Jersey Community Coordinated Child Care Agency, Inc.
           dba Michael's Energy Factory Childcare Center
           fdba Barney's Education Center
        59 Spruce Street
        aka 101 Oliver Street
        Paterson, NJ 07501

Case No.: 14-20256

Chapter 11 Petition Date: May 20, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: Sam Della Fera, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  Email: sdellafera@trenklawfirm.com

                     - and -

                  Anthony Sodono, III, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: 973-243-8600
                  Fax: 973-243-8600
                  Email: asodono@trenklawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Lillo, chairman.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-20256.pdf


OVERSEAS SHIPHOLDING: Wants Additional Agents for Exit Loan
-----------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the Bankruptcy Court
to approve Barclays Bank PLC and UBS Loan Finance LLC, as
additional agents pursuant to the Jefferies Finance LLC exit
financing commitment letter.

The Debtor filed papers seeking authority to enter into an exit
financing commitment letter that the Debtors will use to emerge
from bankruptcy and fund post-emergence business obligations, and
incur and pay certain fees, indemnities, costs and expenses in
connection therewith.

According to the Debtors, pursuant to the commitment papers, two
additional joint lead arrangers and joint book runners for each of
the credit facilities may be selected by Jefferies to assist with
arranging the credit facilities.

A copy of the joinder agreement to the commitment letter for the
additional agents is available for free at:

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

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.

                          *     *     *

In March 2014, OSG filed a plan of reorganization that hinges on a
plan support agreement it struck with lenders holding an aggregate
of approximately 77% of amounts outstanding under the Company's
Unsecured Revolving Credit Facility.  The Debtors and the so-
called Consenting Lenders also agreed to the terms of a
$300,000,000 rights offering, which would be backstopped by the
Consenting Lenders.  The Original Plan generally provided that
creditors' allowed non-subordinated claims against the Debtors
other than claims under the Unsecured Revolving Credit Facility,
would be paid in full, in cash, including post-petition interest,
or reinstated and holders of equity interests and claims
subordinated pursuant to section 510(b) of the Bankruptcy Code
would receive a combination of shares of common stock and warrants
issued by reorganized OSG valued at approximately $61,400,000.
Under the Original Plan, holders of claims arising out of the
Unsecured Revolving Credit Facility would receive their pro rata
share of stock and warrants of the reorganized OSG. In addition,
the Original Plan provided that the 7.50% Unsecured Senior Notes
due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes
due in 2018 issued by OSG will be reinstated, following payment of
outstanding interest.  The Debtors also entered into a commitment
letter with Goldman Sachs Bank USA to provide $935,000,000 in exit
financing to the fund the Debtors' emergence from bankruptcy.

Late in April, following negotiations with equity holders and the
official committee of equity security holders, OSG abandoned the
agreement with the Consenting Lenders as well as the Original
Plan, and filed an amended Plan premised on an equity commitment
agreement with the Equity Holders, who collectively hold
approximately 30% of the outstanding shares of the Company.  Each
Commitment Party has agreed to purchase shares in a rights
offering with an aggregate offering amount of $1,500,000,000, and
committed to purchase shares in respect of unexercised
subscription rights in the rights offering.  The Debtors will
distribute to each Equity Holder one subscription right in respect
of each existing equity interest held by such Equity Holder. So-
called Class B securities carry an entitlement to distribution of
up to 10 % of the net litigation recovery in the malpractice
lawsuit against Proskauer Rose LLP and four of its partners.

The Debtors also abandoned the financing deal with Goldman Sachs
and, instead, accepted the funding offer from Jefferies Finance
LLC, which consisted of (a) a $600,000,000 term loan secured by a
first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000
term loan secured by a first lien on the Debtors' International
Flag assets; (c) a $75,000,000 asset based revolving loan
facility; and (d) a $75,000,000 revolving loan facility.

Hearing on the disclosure statement explaining the Amended Plan as
well as the Equity Commitment Agreement and the exit financing
commitments is scheduled for May 23, 2014.  The Debtors have
proposed a July 14, 2014 Plan confirmation hearing.


PGA FLYOVER: Wants Case Closed, Plan Substantially Consummated
--------------------------------------------------------------
PGA Flyover Corporate Park, LLC, filed with the Bankruptcy Court a
final report and motion for final decree closing its Chapter 11
case.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
tells the Court that on Nov. 12, 2013, the Court entered a
corrected order confirming its Amended Chapter 11 Plan of
Liquidation dated June 26, 2013, as supplemented.  The Plan is now
substantially consummated, and the estate is fully administered.

Under the Plan, holders of general unsecured claims are impaired
and will recover 50% or 100% of their allowed claims.  The secured
claim of BBX Capital Asset Management, LLC, is impaired.  PGA will
cause its properties to be transferred to BBX as payment for the
remaining amount of the secured claim.  Interests will be
extinguished and will not receive any distribution under the Plan.

As reported in the Troubled Company Reporter on Nov. 27, 2013,
Bankruptcy Judge Erik P. Kimball entered a corrected order
confirming the Debtor's Amended Plan to reflect an amendment to an
agreement with the Debtor's largest creditor.

A copy of the new confirmation order is available for free at:

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

The Court approved an amendment to the confirmation order after
being advised that the agreement with BBX incorporated into the
Plan has been amended in a manner that does not impact any
creditor other than BBX.

The Court conducted a confirmation hearing on the Plan in July
2013.  However, due to a dispute between the Debtor and BBX, the
actual order memorializing the Court's ruling at the confirmation
hearing was not immediately entered.

The Debtor explains, "During this gap period, a dispute arose
between the Debtor and BBX as a result of [Daniel S.] Catalfumo's
failure to make the $25 million payment and to fully collateralize
the $5 Million Obligation by Aug. 20, 2013, as required under the
Original June 7, 2013 Settlement Agreement, and certain alleged
actions on the part of BBX that the Debtor and Catalfumo assert
impaired or impeded timely performance.  In connection with that
dispute, the Debtor filed a motion to extend the Aug. 20, 2013
deadline for the payment of the $25 million of the settlement cash
proceeds under the Original Settlement Agreement [ECF No. 144] and
BBX filed a motion to enforce the Settlement Agreement and for
entry of an Order dismissing the Debtor's bankruptcy case with
prejudice [ECF No. 155].

"On Oct. 11, 2013, and Oct. 21, 2013, the parties attended a
further Judicial Settlement Conference with Judge [Paul G.] Hyman.
After lengthy and intense negotiations, the parties reached a
consensual resolution and settled the aforementioned dispute
pursuant to the Amendment to the Original June 7, 2013 Settlement
Agreement attached hereto as Exhibit "A" (the "Amendment").

"An integral part of the Amendment is to provide various payments
and transfers to BBX in accordance with the specific deadlines in
the Amendment.

"The Plan, as modified to incorporate the terms of the Settlement
Agreement, as amended by the Amendment, retains the same overall
structure and goal of the Plan.  The Modifications only affect
BBX, the Debtor, the Debtor's principal and plan sponsor, Mr.
Catalfumo, and various related parties of Mr. Catalfumo.  The
Modifications do not adversely affect any other parties, and
treatment of creditors other than BBX remains the same."

A copy of the Amendment is available at:

         http://bankrupt.com/misc/pgaflyover.doc229-1.pdf
         http://bankrupt.com/misc/pgaflyover.doc229-2.pdf

                         About PGA Flyover

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Lenore M. Rosetto, Esq., and Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca
Raton, Florida, serve as counsel to the Debtor.  The Debtor
disclosed $10 million to $50 million in assets and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.


PICACHO HILLS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Picacho Hills Utility Company, Inc., filed with the Bankruptcy
Court for the District of New Mexico its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                     $0.00
  B. Personal Property              $726,850
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                   $0.00
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $6,839
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,362,849
                                 -----------      -----------
        TOTAL                       $726,850       $1,369,688

In its petition, the Debtor estimated assets of at least $10
million and debts of at least $1 million.

                        About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.

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


PICACHO HILLS: June 6 Set as Claims Bar Date
--------------------------------------------
Creditors of Picacho Hills Utility Company, Inc. must file their
proofs of claims not later than June 20, 2014.

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.

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


PICACHO HILLS: US Trustee Seeks Chapter 7 Conversion
----------------------------------------------------
Richard A. Wieland, the United States Trustee for Region 20, filed
a motion with the U.S. Bankruptcy Court seeking to convert Picacho
Hills Utility Company, Inc.'s chapter 11 case to Chapter 7.

The U.S. Trustee points out that the Debtor is a small business.
The debtor's exclusivity period for filing a plan and disclosure
statement is 180 days after the date of the order for relief, and
that exclusivity period expired September 3, 2013.  The debtor has
failed to file a plan or disclosure statement.  The failure to
file an acceptable plan and disclosure statement within a
reasonable time constitutes cause, pursuant to 11 U.S.C. '
1112(b)1, for the conversion or dismissal of this case.

The UST also said a review of the Claims Register in this case
reveals there are claims filed to date in the amount of
$1,447,592.  In the interest of judicial economy and the interest
of the creditors, this case would be better served by conversion
to Chapter 7 and with the appointment of a Chapter 7 Trustee.  At
this point, keeping the case in Chapter 11 while the debtor is
unable to move toward confirmation in a timely manner, is
prejudicial to creditors, therefore, the case needs to come to a
conclusion.

                 About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.

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


PORTER BANCORP: SBAV LP Holds 7.5% Equity Stake
-----------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, SBAV LP and its affiliates disclosed that
as of May 15, 2014, they beneficially owned 984,234 shares of
Common Stock (including warrants to purchase 228,261 shares of
Common Stock) of Porter Bancorp, Inc., representing 7.5 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://goo.gl/Zt76nq

                         About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp incurred a net loss attributable to common
shareholders of $3.39 million in 2013, a net loss attributable to
common shareholders of $33.43 million in 2012 and a net loss
attributable to common shareholders of $105.15 million in 2011.
The Company's balance sheet at March 31, 2014, showed $1.06
billion in total assets, $1.02 billion in total liabilities and
$36.33 million in total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, 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 substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.


POSITIVEID CORP: Delays Form 10-Q for First Quarter
---------------------------------------------------
PositiveID 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.  PositiveID Corporation was unable, without
unreasonable effort or expense, to file its quarterly report on
Form 10-Q for the quarter ended March 31, 2014, by the May 15,
2014, filing date applicable to smaller reporting companies due to
a delay experienced by the Company in the completion of its
independent auditor's review of the financial statements included
in the Quarterly Report.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.40 million
in total assets, $5.82 million in total liabilities, all current,
$488,000 in mandatorily redeemable preferred stock, and a $4.91
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions raise substantial doubt about its
ability to continue as a going concern.


POSITRON CORP: Incurs $861,000 Net Loss in First Quarter
--------------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $861,000 on $456,000 of sales for the three months ended
March 31, 2014, as compared with a net loss of $1.20 million on
$371,000 of sales for the same period last year.

The Company's balance sheet at March 31, 2014, showed $3.20
million in total assets, $15.30 million in total liabilities and a
$12.10 million total stockholders' deficit.

Cash and cash equivalents at March 31, 2014, were $1,178,000
compared to $1,744,000 at Dec. 31, 2013.  Accounts receivable was
$248,000 at March 31, 2014, compared to $247,000 at Dec. 31, 2013.

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

                        http://goo.gl/Z0NHNz

                     About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Positron reported a net loss of $7.10 million on $1.63 million of
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $7.95 million on $2.80 million of sales during the prior
year.

Sassetti LLC, in Oak Park, Illinois, 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 a significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Company had cash and cash equivalents of approximately
$1,744,000 at December 31, 2013.  The Company utilized $2,520,000
proceeds from issuance of convertible debt and securities, and
$2,285,000 proceeds from non-interest bearing advances to fund
operating activities during the year ended December 31, 2013.  The
Company had accounts payable and accrued liabilities of
approximately $1,401,000 and a negative working capital of
approximately $12,084,000.  The Company believes that it may
continue to experience operating losses and accumulate deficits in
the foreseeable future.

"If we are unable to obtain financing to meet our cash needs we
may have to severely limit or cease our business activities or may
seek protection from our creditors under the bankruptcy laws," the
Company said in the 2013 Annual Report.


PRECISION OPTICS: Incurs $380,000 Net Loss in March 31 Quarter
--------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report disclosing a net loss
of $380,434 on $833,451 of revenues for the three months ended
March 31, 2014, as compared with a net loss of $349,994 on
$655,341 of revenues for the same period during the past year.

For the nine months ended March 31, 2014, the Company had a net
loss of $843,608 on $2.74 million of revenues as compared with a
net loss of $1.61 million on $1.71 million of revenues for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.89
million in total assets, $919,074 in total liabilities, all
current, and $975,505 in total stockholders' equity.

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

                        http://goo.gl/CQshiQ

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics reported a net loss of $1.78 million for the
year ended June 30, 2013, as compared with net income of $960,972
for the year ended June 30, 2012.


PRESSURE BIOSCIENCES: Incurs $3.1 Million Net Loss in 1st Quarter
-----------------------------------------------------------------
Pressure Biosciences Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss applicable to common shareholders of $3.08 million on
$404,147 of total revenue for the three months ended March 31,
2014, as compared with a net loss applicable to common
shareholders of $1.39 million on $370,737 of total revenue for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.71
million in total assets, $2.95 million in total liabilities and a
$1.24 million total stockholders' deficit.

"As of March 31, 2014, we did not have adequate working capital
resources to satisfy our current liabilities.  Based on our
current projections, including equity financing subsequent to
March 31, 2014, we believe we will have the cash resources that
will enable us to continue to fund normal operations," the Company
stated in the Report.

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

                       http://goo.gl/yNwNwG

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences reported a net loss applicable to common
shareholders of $5.24 million on $1.50 million of total revenue
for the year ended Dec. 31, 2013, as compared with a net loss
applicable to common stockholders of $4.40 million on $1.23
million of total revenue in 2012.

Marcum 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 had recurring net losses and continues to
experience negative cash flows from operations.  The auditors daid
these conditions raise substantial doubt about its ability to
continue as a going concern.


PROMMIS HOLDINGS: Nathaniel Sobayo Allowed to Pursue Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
agreed order granting Nathaniel Basola Sobayo relief from the
automatic stay and plan injunction set forth in Prommis Holdings,
LLC, et al.'s First Amended Plan of Liquidation.

Mr. Sobayo is allowed to prosecute a wrongful foreclosure-related
lawsuits pending in the Superior Court of the State of California,
County of San Mateo styled Nathaniel Basola Sobayo v. Chase Bank,
et al., and to pursue claim therein.

The Court ordered that the automatic stay and the Plan injunction,
as they are modified by the order, do not act as a stay against
the plaintiff's claims for monetary damages, injunctive relief,
and declaratory relief against JP Morgan Chase Bank, N.A. and
Mortgage Electronic Registration Systems, Inc. in the Action, or
Chase's or MERS' defense against those claims.

As reported in the Troubled Company Reporter on Dec. 3, 2013, the
Plan dated Nov. 12, 2013, contemplates the liquidation of the
Debtors' remaining assets and distribution to creditors.  The Plan
designates for the Company 9 classes of claims and interests.

The material terms of the plan include, among other things:

   1. The Company will conclude that liquidation of its assets
      pursuant to the Plan.  To the extent proceeds are available
      for distribution, allowed claims receiving distributions
      will be paid on, or as soon as practicable after, the
      Effective Date.

   2. Secured lender claims will receive distributions of all
      realized secured lender cash collateral and any secured
      lender other collateral, subject only to permitted
      expenditures and terms of the carve out.

   3. Allowed general unsecured claims will receive on account of
      the allowed general unsecured claim such holder's pro rate
      share of any proceeds of the respective Liquidating Trust
      assets, only after satisfaction in full of all allowed
      claims in Classes 1, 2, 3 and 4 with interest and fees as
      allowable under applicable law.

   4. Holders of Intercompany claims will receive no distribution
      on account of the Intercompany claims.

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

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

                     About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.

Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.

Prommis Holdings estimated assets between $10 million and $50
million and debts between $50 million and $100 million.  Prommis
Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets
and $260,232,313 in liabilities as of the Chapter 11 filing.

Judge Brendan Linehan Shannon presides over the case.  Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer, Esq., at Kirkland &
Ellis LLP serves as co-counsel.  The Debtors' restructuring
advisor is Huron Consulting Services, LLC.  Donlin Recano &
Company, Inc., is the Debtors' claims agent.

According to the Disclosure Statement and Plan of Liquidation
dated Nov. 12, 2013, the Plan contemplates the liquidation of the
Debtors' remaining assets and distribution to creditors.  The Plan
designates for the Company 9 classes of claims and interests.

The Official Committee of Unsecured Creditors tapped Saul Ewing
LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting,
Inc., as its financial advisor.


PROMMIS HOLDINGS: Settlement with Cypress Innovations Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the term sheet of the settlement among Huron Consulting Group,
LLC, as Liquidating Trustee for Prommis Liquidating Trustee, as
successor to Prommis Holdings, LLC, et al., with Cypress
Innovations, Inc., and a principal of Cypress.

Objections to the settlement, including those of Courtland
Products Corp., as administrative agent and collateral agent for
the lenders, are overruled.

As reported in the Troubled Company Reporter on Feb. 28, 2014, the
Liquidating Trustee, in its motion, said the Debtor determined to
settle the time-consuming and burdensome litigation involving the
parties.  The Debtors were confident that litigation of the
Debtors' claims against Cypress would likely yield complete
success, in the sense of obtaining a money judgment with an award
of pre- and post-judgment interest.

The Liquidating Trustee noted that on Dec. 19, 2013, the Court
entered an order approving the Disclosure Statement and confirming
the Debtors' First Amended Plan of Liquidation.  The Plan became
effective on Dec. 27, 2013.

On May 29, 2013, the Court approved the sale.  In conjunction with
the sale order, the parties negotiated and entered into an asset
purchase agreement and a transition services agreement.  The
parties closed on the APA on June 1, 2013, and Cypress made its
one and only payment under the APA to date at closing.  On the eve
of the due date of it first post-closing installment (which was
due on Aug. 30, 2013), Cypress and its principal Bob Hosch
notified the Debtors that they were withholding payment.  Cypress
failed to make any further payments required to be made under the
APA, and also failed to make certain payments owed under the TSA.

In this relation, the parties agreed to settle the matter.  The
Debtors believed the settlement terms agreed to at the Nov. 4
mediation, which included payment of all amounts due under the APA
in monthly installments, along with a $1 million last dollar
guarantee by Mr. Hosch, among other terms, reflected a reasonable
agreement under difficult circumstances.

However, the lenders were unwillingness to support the Term Sheet.
The Debtors expected that an agreement could be reached to modify
the terms of the proposed settlement so as to obtain a consensual
resolution among the Debtors, Cypress and the lenders.

                     About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.

Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.

Prommis Holdings estimated assets between $10 million and $50
million and debts between $50 million and $100 million.  Prommis
Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets
and $260,232,313 in liabilities as of the Chapter 11 filing.

Judge Brendan Linehan Shannon presides over the case.  Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer, Esq., at Kirkland &
Ellis LLP serves as co-counsel.  The Debtors' restructuring
advisor is Huron Consulting Services, LLC.  Donlin Recano &
Company, Inc., is the Debtors' claims agent.

According to the Disclosure Statement and Plan of Liquidation
dated Nov. 12, 2013, the Plan contemplates the liquidation of the
Debtors' remaining assets and distribution to creditors.  The Plan
designates for the Company 9 classes of claims and interests.

The Official Committee of Unsecured Creditors tapped Saul Ewing
LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting,
Inc., as its financial advisor.


REDE ENERGIA: Petitioner Balks at Noteholders' Delaying Tactic
--------------------------------------------------------------
Petitioner Jose Carlos Santos filed a reply to the objection of
the Ad Hoc Group of Rede Noteholders to the petition for
recognition of the Brazilian bankruptcy proceeding involving Rede
Energia S.A., stating that the Ad Hoc Group's objection is aimed
at blocking any order that grants full faith and credit in the
United States to the confirmed Brazilian Reorganization Plan and
permits the Indenture Trustee and the DTC to take the actions in
the United States necessary to facilitate plan distributions to
Noteholders.

The Petitioner related that on Nov. 14, 2013, Rede successfully
confirmed its Brazilian Reorganization Plan.  On Jan. 16, 2014, as
part of the process of implementing that plan, Rede's Foreign
Representative commenced the chapter 15 case and on Jan. 29,
served the motion to parties-in-interest, and published the court-
approved notice of the initial hearing.  On Feb. 25, the last day
for objections to the motion, only one party stepped forward to
contest the relief requested -- an ad hoc group.

Additionally, the Petitioner explained that, among other things:

   1. the Court is not a proper forum for the Ad Hoc Group to
      re-litigate issues of Brazilian Bankruptcy Law;

   2. the limited relief requested here by the Foreign
      Representative is appropriate under Chapter 15 of the
      Bankruptcy Code; and

   3. the requested enforcement relief should not be delayed
      pending resolution of any appeals in Brazil.

                       About Rede Energia S.A.

Rede Energia S.A. operates through its subsidiaries, which are
engaged in the distribution, generation and trading of electricity
in Brazil.  Rede supplies electricity to 3.3 million customers in
436 municipalities in six Brazilian states.

In 2012, Rede distributed 14,442 GWh of energy, recorded net loss
of R$665.8 million, and gross operating revenue of R$7.515
billion.  As of Dec. 31, 2012, Rede and its subsidiaries' total
assets were valued at R$9 billion.

Rede Energia filed a Chapter 15 petition in Manhattan (Bankr.
S.D.N.Y. Case No. 14-10078) on Jan. 16, 2014, to seek recognition
of its restructuring proceedings in Brazil.

Rede Energia is estimated to have more than $1 billion in assets
and liabilities.

Jose Carlos Santos, the administrator in the Brazilian judicial
reorganization proceeding, as foreign representative, signed the
Chapter 15 bankruptcy petition.  He is represented by John K.
Cunningham, Esq., at White & Case, LLP, in Miami.

Rede was previously the parent of Centrais Electricas do Para S.A.
("CELPA"), an electricity distribution concessionary for the Para
region in Brazil.  CELPA filed a judicial restructuring proceeding
in Brazil in 2012 pursuant to which Rede's ownership in CELPA was
sold to a non-affiliated third party.  CELPA filed a petition for
Chapter 15 relief (Bankr. S.D.N.Y. Case No. 12-14568) in Manhattan
on Nov. 9, 2012.  The CELPA case was closed April 25, 2013.


REGIONAL CARE: Court Confirms Plan Following Asset Sale to Banner
-----------------------------------------------------------------
Judge Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona on May 15 confirmed the Second Amended Joint
Chapter 11 Plan of Reorganization for Regional Care Services Corp.
and its debtor affiliates.

The Plan provides for the sale of substantially all of the
Debtors' assets to Banner Health pursuant to an asset purchase
agreement dated Feb. 4, 2014; the assumption and assignment to the
Buyer of certain executory contracts and unexpired leases; and the
creation of a creditor trust to, among other things, liquidate and
administer remaining assets, analyze, object to and resolve
claims, prosecute, abandon and resolve causes of action, make
distributions to holders of allowed claims and wind-down the
estates.  Scott Davis will be appointed as Creditor Trustee.

Prior to the May 15 confirmation hearing, the Debtors filed an
amended plan to incorporate minor changes.  The confirmed Plan
provides that it does not change the effect of Banner's assumption
through operation of Section 365 of the Bankruptcy Code or
otherwise, and must be consistent with Medicare statute and
Medicare regulations.  The confirmation order makes clear that the
nothing in the Plan will cause the Debtors' Medicare Provider
Agreement with Centers for Medicare & Medicaid Services, United
States Department of Health and Human Services, to be deemed
rejected under the Plan.

The Debtors and Banner Health also modified the APA to provide
that if the Seller and the Buyer do not agree on the value of the
Seller Cost Report Liabilities, the sum of (i) the agreed portion,
if any, of the value, plus (ii) the disputed portion of the value
will be deducted from the closing date payment provided that the
agreed portion plus the disputed portion will not exceed $553,376.

All objections to the Plan that have not been withdrawn, waived,
or resolved are overruled on the merits.  The U.S. Trustee
objected to the Plan as providing improper third-party releases.
The Debtors countered that true third-party releases were amended
out of the Plan at the Disclosure Statement stage and the
exculpation provision was disclosed prominently in the Plan.  Not
a single creditor, regardless of class, has objected to the
proposed exculpation, the Debtors said.  In fact, as evidenced by
the declaration of Stephenie Kjontvedt, a vice president, senior
consultant at Epiq Bankruptcy Solutions, LLC, holders of claims in
classes entitled to vote under the Plan gave their overwhelming
support to the Plan.  A full-text copy of the voting and
tabulation results is available at:

       http://bankrupt.com/misc/REGIONALCAREballot0512.pdf

Pinal County Treasurer, Med One Capital Funding LLC, Aetna Inc.
and its affiliates, 3M Company, Great Western Bank, also objected
to the Plan but these objection was resolved and were subsequently
withdrawn.

A full-text copy of the May 14 Amendments to the Plan is available
at http://bankrupt.com/misc/REGIONALCAREplan0514.pdf

               About Casa Grande Community Hospital
                    and Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated
Feb. 4, 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.


REVSTONE INDUSTRIES: Huron Completes Sale of Multiple Businesses
----------------------------------------------------------------
Huron Business Advisory completed multiple sales of Revstone
Industries businesses, including MW Texas Die Casting, Inc.,
Metavation, Vassar Foundry, and Contech's Dowagiac facility.
Huron's capital advisory team, led by Geoffrey Frankel, managing
director, provided sell-side M&A advisory services to assist
Revstone Industries (a chapter 11 debtor) in the divestiture of
various subsidiary businesses in the industrial and automotive
industry.

Huron served as sell-side and financial advisor to MW Texas Die
Casting, Inc. through its out-of-court restructuring. MW Texas Die
Casting, Inc., based out of Gladewater, Texas, is a manufacturer
of more than 350 aluminum die cast components servicing a diverse
group of customers and industries.

Huron served as sell-side and financial advisor to Metavation
through its restructuring and 363 asset sale to Dayco Products.
Metavation is a North American-based manufacturer of crankshaft
damper pulleys with a research and development center in
Hillsdale, Michigan; manufacturing operations in Mount Pleasant,
Vassar, and Hillsdale, Michigan, and San Luis Potosi, Mexico; as
well as a corporate headquarters office in Southfield, Michigan.

Huron served as sell-side advisor to Contech Castings in the sale
of its Dowagiac, Michigan facility to Premier Tool & Die Cast
Corp. Contech's Dowagiac facility is a 1950's-era high pressure
die casting and CNC machining facility that served as a tier I and
tier II supplier of automotive parts to domestic and international
OEMs. Contech shuttered this 174,000 square foot facility in the
summer of 2009 in a move to consolidate operations into four main
facilities.

Huron served as sell-side and financial advisor to Vassar Foundry
through its restructuring and 363 asset sale to Myron Bowling
Auctioneers.

Huron may be reached at:

    Geoffrey S Frankel
    Huron Consulting Group
    2000 Auburn Dr Ste 200
    Beachwood, OH 44122-4328 USA
    Tel: (216) 310-3464
    E-mail: gfrankel@huronconsultinggroup.com

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


REVSTONE INDUSTRIES: To Auction Canadian Aarkel Business in June
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Revstone Industries LLC, a maker of truck engine
parts, will hold an auction on June 5 to determine whether $14.1
million is the best offer it can get for Aarkel Tool & Die Inc.,
an indirectly owned, non-bankrupt Canadian unit that makes die-
cast tooling.

According to the report, competing bids are due June 3 in advance
of the June 5 auction and a June 9 hearing to approve a sale to
the prevailing bidder.  The opening bid will come from Zynik
Capital Corp., the report said.

Mr. Rochelle related that Revstone will file a revised Chapter 11
plan to incorporate a settlement among creditors and the Pension
Benefit Guaranty Corp. that the bankruptcy court approved May 9.
Revstone has asked the bankruptcy court in Wilmington, Del., to
extend its plan-filing deadline until June 3, the 18-month maximum
permitted by the Bankruptcy Code, Mr. Rochell further related.

Mr. Rochelle noted that Revstone used its settlement with the PBGC
as the springboard to a global settlement intended to conclude a
highly contentious Chapter 11 liquidation.  In the global
settlement approved May 9, the PBGC's projected recovery is cut to
$75 million to $80 million, the report said.  The PBGC will also
give $3 million of its recovery for an up-front payment to
unsecured creditors under a Chapter 11 plan, the report added.

In addition, from the first $2 million in recoveries from
lawsuits, $1.5 million will go to bankruptcy expenses and $500,000
to unsecured creditors, the report said.  Boston Finance gets $7.3
million immediately, along with a $8.5 million unsecured claim,
although it won't be paid from the $5 million the PBGC carves out
for unsecured creditors, the report noted.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


RIVERWALK JACKSONVILLE: Sabadell Wants to Prohibit Use of Cash
--------------------------------------------------------------
Riverwalk Jacksonville Development, LLC, mortgaged property to
Sabadell United Bank, N.A., based on a promissory note dated
June 5, 2011.

Niall T. McLachlan, Esq., at Carlton Fields Jorden Burt, P.A., in
Miami, Florida, relates that as of filing for Chapter 11
protection, Riverwalk owes Sabadell over $3.8 million plus costs
and attorneys' fees.

Mr. McLachlan explains that the rents to the mortgaged property
are Sabadell's cash collateral. Sabadell does not consent to
Riverwalk's use of its cash collateral to employ counsel or for
any other purpose unless adequate protection is provided.

Accordingly, Sabadell asks the Court to prohibit Riverwalk's use
of its cash collateral.

Mr. McLachlan tells the Court that Riverwalk has not requested
Sabadell's consent and no agreement has been reached regarding
cash collateral and adequate protection issues.

Hearing on Sabadell's request is scheduled on June 4, 2014.

Riverwalk Jacksonville Development, LLC, owner of the land and
parking surrounding the Wyndham RiverWalk Jacksonville, filed a
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on
April 28, 2014, in Miami.  Stevan J. Pardo signed the petition as
managing member.  The Debtor estimated assets of at least $10
million and debts of at least $1 million.  Geoffrey S. Aaronson,
Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel.
Judge Laurel M Isicoff oversees the case.


RIVERWALK JACKSONVILLE: Asks Court to Allow Use of Cash Collateral
------------------------------------------------------------------
Riverwalk Jacksonville Development, LLC, asks the Court to approve
the use of cash collateral and its adequate protection
arrangements.

Riverwalk owns and operates four real properties in downtown
Jacksonville that consists about 10.4 acres of prime commercial
space. Three of the four properties are encumbered in mortgages
for about $5.1 million:

   (1) 1501 Riverplace Boulevard
       Sabadell mortgage
       Fair market value $4.6 million

   (2) 1643 Prudential Drive
       Unencumbered
       Fair market value $4 million

   (3) 0 Prudential Drive West Parking
       Real estate taxes $16,669
       U.S. Century mortgage
       Fair market value $1.5 million

   (4) 0 Prudential Drive East Parking and Hotel
       Real estate taxes $33,688
       U.S. Century mortgage
       Fair market value $5 million

Sabadell United Bank, N.A., holds a first mortgage to property 1,
the amount of which is disputed. Riverwalk contests the
acceleration of the loan and imposition of 25% default rate
interest since December 23, 2013, and believes that the actual
principal and interest owed is $3.6 Million. Sabadell asserts that
the debt is closer to $3.8 Million.

The U.S. Century Bank mortgage debt for properties 3 and 4 is
about $1.5 million. With properties 3 and 4 worth about
$6.5 million, Riverwalk believes that the bank has substantial
equity cushion over its debt.

Geoffrey S Aaronson, Esq., at Aaronson Schantz P.A., in Miami,
Florida, explains that Riverwalk's case was precipitated by a lack
of cash flow due to a substantially undervalued 1980 ground lease
with the Chart House restaurant. The lease is in default and was
terminated and remains subject to State Court litigation. Because
of the economic recession, Riverwalk has been unable to proceed
with anticipated development activity. There are numerous
alternative development projects being negotiated but the filing
of a Chapter 11 petition was necessary to avoid the forfeiture of
substantial equity to Sabadell and to preserve the Riverwalk's
ability to complete negotiations regarding alternative projects.

Riverwalk propose to adequately protect U.S. Century Bank and
Sabadell. Mr. Aaronson points out that U.S. Century Bank is
clearly protected by a $5 million equity cushion, which is the
difference between the bank's lien and the properties' fair market
value. The properties are insured and maintained and Riverwalk
will be escrowing real estate taxes.

As to Sabadell, Mr. Aaronson points out that it is protected by:

   (a) An equity cushion equal to somewhere between 28% (based
       upon a debt of $3.6 million) and 20% (based upon a debt of
       $3.8 million).

   (b) Continued receipt of Chart House restaurant rents for
       $5,095.00 per month.

   (c) Payment of the 2013 real estate taxes on property 1 by
       Charthouse pursuant to its lease obligation. Chart House is
       responsible for payment of $78,000 of the real estate
       taxes. Riverwalk has been advised that Chart House thus far
       has paid Sabadell $40,000. If Chart House fails or refuses
       to pay the remainder of the 2013 real estate taxes within
       60 days, Riverwalk will consider lease rejection and the
       filing with the Court of a request to compel payment.

   (d) Riverwalk will escrow $5,000 per month for non-Charthouse
       real estate obligation associated with property 1, to be
       paid to the County for ongoing 2014 real estate taxes.

   (e) Commencing 120 days after filing the Chapter 11 case,
       Riverwalk will pay Sabadell directly additional monthly
       payments of $5,000 a month.

Riverwalk believes that its proposal fairly and adequately
protects Sabadell going forward through December 2014, permitting
it to conclude substantial reorganization and development ongoing
negotiations. In contrast, foreclosure of property 1 by Sabadell
would result in a windfall and not mere repayment of its debt,
notes Mr. Aaronson.

Mr. Aaronson assures the Court that Riverwalk intends to abide by
its budget with a limitation of 10% fluctuation. Riverwalk will
maintain its properties in clean and proper condition and maintain
all insurances on the properties.

Riverwalk is represented by:

   Geoffrey S Aaronson, Esq.
   Tamara D. McKeown, Esq.
   Miami Tower, 27th Floor
   Miami, FL 33131
   Tel: 786-594-3000
        786-594-3528 (Direct)
   Fax: 305-424-9336
   Cell 786-543-2487
   E-mail: gaaronson@aspalaw.com
           tmckeown@aspalaw.com

Riverwalk Jacksonville Development, LLC, owner of the land and
parking surrounding the Wyndham RiverWalk Jacksonville, filed a
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on
April 28, 2014, in Miami.  Stevan J. Pardo signed the petition as
managing member.  The Debtor estimated assets of at least $10
million and debts of at least $1 million.  Geoffrey S. Aaronson,
Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel.
Judge Laurel M Isicoff oversees the case.


RYNARD PROPERTIES: Has Until July 11 to Propose Chapter 11 Plan
---------------------------------------------------------------
Bankruptcy Judge Jennie D. Latta established certain procedures
and dates to promote the efficient administration of Rynard
Properties Ridgecrest LP's Chapter 11 case.

The Debtor is directed to do or perform, among other things:

   A. file a disclosure statement and plan by July 11, 2014;

   B. file any motions pursuant to Section 365 of the Bankruptcy
Code, and Fed. R. Bankr. P. 6006 within 60 days after the date of
the order for relief;

   C. file an estimate within 30 days after the entry of the order
of the administrative expenses expected to be incurred by the
bankruptcy estate, including budgets for professionals employed by
the Debtor, any committee, any secured creditor, and any other
person, who expect to be reimbursed from the bankruptcy estate;

   D. manage and operate the property of the estate, if
applicable, according to the requirements of the laws of the State
in which such property is located; and

   E. timely file all postpetition tax returns and make timely
payment of all post-petition taxes and serve copies of such
returns upon the United States trustee.

              About Rynard Properties Ridgecrest LP

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16,231,959 in total assets and $8,734,000 in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.  Judge
Jennie D. Latta oversees the case.

The Debtor says it has no creditors holding unsecured priority
claims.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 11, 2014.


RYNARD PROPERTIES: U.S. Trustee Unable to Form Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 8 notified the Bankruptcy Court that
it was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of Rynard Properties Ridgecrest
LP.

The U.S. Trustee said that despite efforts to contact eligible
holders of unsecured claims, there has not been sufficient
willingness to serve on a committee of unsecured creditors in the
case.

The U.S. Trustee, in a separate docket entry, reported that the
meeting of creditors required under Section 341 of the Bankruptcy
Code has been held and conducted as scheduled.

              About Rynard Properties Ridgecrest LP

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16,231,959 in total assets and $8,734,000 in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.  Judge
Jennie D. Latta oversees the case.

The Debtor says it has no creditors holding unsecured priority
claims.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 11, 2014.


SAN BERNARDINO, CA: Agrees w/ CalPERS to Delay Bankruptcy Appeal
----------------------------------------------------------------
Ryan Hagen, writing for The San Bernardino Sun, reported that the
California Public Employees Retirement System has again agreed to
push back its appeal of San Bernardino's eligibility and cancel an
August hearing in the U.S. Court of Appeals for the Ninth Circuit,
saying in a joint filing with the City that the delay is "critical
to the success of the ongoing mediation."

According to The Sun, the motion, which has been accepted by the
court, changes the deadline for the pension giant -- and largest
creditor in San Bernardino's bankruptcy case -- to file an opening
brief arguing the city doesn't qualify for Chapter 9 protection
from Monday to July 21, with the city's response due by Aug. 20.

Official for the City and CalPERS have been working with retired
bankruptcy judge Gregg Zive in confidential mediation sessions
since November, The Sun noted.

Tim Reid, writing for Reuters, said the federal judge overseeing
San Bernardino's bankruptcy expressed frustration over the slow
progress of talks between the city and CalPERS and has said she
will probably set a deadline for the City to file a bankruptcy
plan at the next hearing on June 19.

                 About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SANMINA CORPORATION: Moody's Rates $350MM Sr. Secured Notes 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba2 LGD3-35% ratings to Sanmina
Corporation's $350 million senior secured note offering, and
changed the ratings outlook to positive. The proceeds of the notes
will be used for general corporate purposes, including a partial
redemption of the company's senior unsecured notes. As part of the
rating action, Moody's affirmed the company's Ba3 Corporate Family
(CFR), Ba3-PD Probability of Default (PDR), and B1 unsecured notes
ratings. The Speculative Grade Liquidity Rating remains unchanged
at SGL-2, indicating good liquidity.

Ratings Rationale

The change in outlook reflects Moody's views that Sanmina's
operating turnaround and healthier financial profile will enable
it to improve its credit protection and profitability measures
over the next 12-18 months. Overall, Sanmina's Ba3 CFR reflects
the significant reduction in debt and financial leverage over the
last several years. The proposed note offering will further reduce
the company's interest expense.

The company's business prospects have also improved through
greater diversification away from its historic dependence on
communications and computing customers, with major contract wins
in the defense, industrial and healthcare sectors, including a
successful entry into the oil & gas sector. Moody's expects the
company's evolving product and services mix to increase operating
profit margin over the next 12-18 months to about 4%. In addition,
Sanmina's improved credit profile affords it greater flexibility
to manage operating and business challenges, which are persistent
in the contract manufacturing sector.

Sanmina's SGL-2 speculative grade liquidity rating indicates good
liquidity, supported by Moody's expectation of the company
maintaining cash balances of at least $400 million (cash balances
were $391 million as of March 29, 2014). Moody's also expects
Sanmina to generate positive free cash flow of around $150 million
over the next twelve months as revenue grows following improved
demand in Sanmina's end markets, particularly in the industrial
and healthcare segments. Sanmina has no near-term debt maturities,
with the nearest maturing debt being the $40 million mortgage due
in the third fiscal quarter of 2015. Sanmina's productivity
improvements, a variable cost structure and better working capital
management have resulted in steady free cash flow generation,
which Moody's expect to continue.

The senior secured notes are rated Ba2 LGD3-35%, one notch above
the CFR reflecting their senior position relative to the company's
significant unsecured obligations. The senior unsecured notes are
B1 LGD5-78%, reflecting the substantial amount of accounts payable
at Sanmina's non-US, operating units, where the assets are. The
senior unsecured notes are junior to the claims arising from these
non-US accounts payable.

What Could Change the Rating - UP

Sanmina's ratings could be considered for an upgrade if the
company continues its path of tangible progress in operating and
financial metrics improvement, evidenced by maintaining gross and
operating margins of at least 8.5% and 4.0%, respectively, leading
to consistent operating profits of at least $250 million. The
ratings could also be considered for an upgrade if the company
sustains total debt to EBITDA under 2.5x (Moody's adjusted) and
successfully executes working capital initiatives to consistently
deliver free cash flow greater than $200 million.

What Could Change the Rating - DOWN

The rating could be downgraded if Sanmina reverses its operating
improvements, experiences substantial revenue erosion, such that
its profitability metrics deteriorate (e.g., gross margins below
7.0% or operating margins below 3.0% on a sustained basis), or the
company sustains negative free cash flow or its cash levels fall
below $400 million for an extended period. Ratings would also be
pressured if the company's adjusted debt to EBITDA leverage
reverts to levels above 3.5 times.

Rating Actions:

Senior Secured Notes due -- Assigned Ba2 (LGD3- 35%)

Corporate Family Rating -- Affirmed Ba3

Probability of Default Rating  -- Affirmed Ba3-PD

Senior Unsecured Notes due 2019 -- Affirmed B1 (LGD5-78% from
LGD5-79%)

Outlook changed to Positive from Stable

Sanmina Corporation is one of the world's largest electronics
manufacturing services (EMS) companies providing a full spectrum
of integrated, value-added solutions to original equipment
manufacturers (OEMs).


SAVIENT PHARMACEUTICALS: Wins Ch. 11 Plan Approval
--------------------------------------------------
Savient Pharmaceuticals, Inc., et al., on May 19 obtained from the
U.S. Bankruptcy Court for the District of Delaware approval of its
First Amended Plan of Liquidation after Judge Mary Walrath issued
a findings of fact, conclusions of law, and order confirming the
Plan.

As previously reported by The Troubled Company Reporter, the Plan
follows the sale of substantially all of the Debtors' assets to
Crealta Pharmaceuticals LLC.

The Plan impairs senior secured noteholder claims and general
unsecured claims.  The Plan also impairs intercompany claims,
subordinated 510(c) claims and subordinated 510(b) claims,
although holders of these claims are not entitled to vote on the
Plan.

Senior secured noteholder claims will be deemed allowed by the
Plan in the aggregate amount of $147,533,716 as of the effective
date.  Each holder of Senior Secured Notes will receive pro rata
shares of (i) the final cash sweep proceeds, (ii) any cash from
the professional fee reserve and administrative claim reserve
returned by the liquidating trustee to be appointed under the
Plan, and (iii) the net proceeds of the remaining assets.  Holders
of general unsecured claims will receive their pro rata share of
the Liquidating Trust Interests.  Noteholders should have an 87.5
percent recovery, while general unsecured creditors see 1.3
percent.

                     About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.  In its schedules,
Savient Pharmaceuticals listed $43,065,650 in total assets and
$284,078,461 in total liabilities.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.  GCG Inc. serves as the Debtors' claims agent.
Kramer Levin Naftalis & Frankel LLP is the Debtors' special
intellectual property counsel.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.

The Troubled Company Reporter reported on Jan. 15, 2014, that
Savient Pharmaceuticals has completed the sale of substantially
all of its assets, including all KRYSTEXXA assets, to Crealta
Pharmaceuticals for gross proceeds of approximately $120.4
million.

Savient Pharmaceuticals has filed with the Bankruptcy Court a plan
of liquidation following the sale to Crealta.  The Plan impairs
senior secured noteholder claims and general unsecured claims.
The Plan also impairs intercompany claims, subordinated 510(c)
claims and subordinated 510(b) claims, although holders of these
claims are not entitled to vote on the Plan.


SCIENTIFIC GAMES: Moody's Rates $375MM Senior Notes 'B3'
--------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Scientific Games
International, Inc.'s ("SGI") proposed $375 million 7-year senior
subordinated notes. Scientific Game Corporation's ("SGC", and the
parent of SGI) B1 Corporate Family Rating, B1-PD Probability of
Default Rating, Ba3 senior secured bank facility rating, B3 senior
subordinated notes rating, and stable rating outlook are
unaffected.

The proceeds of the proposed note issuance will be used to
refinance SGI's existing 9.25% $350 million senior subordinated
notes due 2019, pay the early redemption premium, financing fees
and expenses, and for general corporate purposes. This transaction
modestly improves SGC's liquidity as the proposed refinancing will
result in lower interest expense as the company retires the higher
coupon 9.25% notes. The refinancing also improves the company's
debt maturity profile. Prior to this transaction, a majority of
SGC's and SGI's debt matured between 2018 and 2020.

The B3 rating on SGI $350 million senior subordinated notes due
2019 will be withdrawn upon closing of this transaction. All
ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation.

New rating assigned:

Scientific Games International, Inc.:

$375 million 7-year senior subordinated notes at B3 (LGD 5, 88%)

Ratings unchanged:

Scientific Games Corporation:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

$250 million 8.125% senior subordinated notes due 2018 at B3 (LGD
5, 88%)

Scientific Games International, Inc.:

$300 million senior secured revolving credit facility due 2018 at
Ba3 (LGD 3, 35%)

$2,300 million senior secured term loan B due 2020 at Ba3 (LGD 3,
35%)

$300 million 6.25% senior subordinated notes at B3 (LGD 5, 88%)

Rating to be withdrawn once transaction closes:

Scientific Games International, Inc.:

$350 million 9.25% senior subordinated notes due 2019 at B3 (LGD
5, 88%)

Ratings Rationale

SGC's B1 Corporate Family Rating considers the company's high
leverage, continued integration risk of WMS, and Moody's view that
the anemic macro-economic environment may curtail spending on
discretionary purchases such as lottery tickets and gaming. Also
considered are the significant capital investment requirements of
the lottery sector, and that pricing on new contracts, re-bids and
extensions may decline due to competitive pressure. Positive
rating considerations include SGC's large installed base of gaming
machines and lottery terminals, extensive portfolio of licensed
brands, and good customer and geographic diversity. The rating
also incorporates the recurring nature of the company's contract-
based earnings and cash flow and its substantial presence in the
instant ticket segment of the lottery industry, recent lottery
contract wins.

SGC's stable rating outlook reflects Moody's expectation that
despite the key credit concerns previously mentioned, the company
will be able to generate a level of free cash flow that will
enable it to repay enough debt to avoid a further increase in
leverage. Ratings could be lowered if SGC's debt/EBITDA remains
above 5.5 times over the intermediate term. A higher rating would
require that SGC achieve and maintain debt/EBITDA at or below 4.25
times and EBITDA less capital expenditures/interest at or above
4.0 times. A higher rating would also require that SGC maintain
its good liquidity profile.

Scientific Games Corporation is an integrated supplier of instant
tickets, systems, and services to lotteries worldwide. The company
also supplies server-based gaming terminals and systems,
interactive betting terminals and systems, and wagering systems
and services to licensed bookmakers, bingo halls and arcades. WMS
designs, manufactures and markets video and mechanical reel-
spinning gaming machines, and video lottery terminals.


SEAGATE HDD: Moody's Rates $500MM Senior Unsecured Notes 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Seagate HDD
Cayman's $500 million senior unsecured note offering. The net
proceeds from the offering will be used for general corporate
purposes, including retiring existing debt and capital
expenditures. The rating outlook is stable.

Ratings Rationale

Seagate's rating reflects the company's very strong market
position within the hard disk drive (HDD) industry, and the
stabilization of the historic sales and cash flow volatility in
the industry following significant consolidation over the last
decade. Given the high operating leverage in the business model,
Moody's expects Seagate to generate solid profit and free cash
flow over the next couple of years and deliver strong credit
metrics compared to other companies also rated at the Ba1 level.

The rating also incorporates the long term risks presented by
Seagate's single business-line focus, current competition and
threat of potential product obsolescence and substitution from
emerging solid state drive (SSD) deployments. The ratings are also
constrained by the company's shareholder-friendly financial
policies with regard to potentially sizable share buybacks and
high dividend payments at a time when free cash flow is
meaningfully high.

Rating Assigned

Senior Unsecured Notes, due 2023 -- Ba1 LGD3 -- 45%

The stable rating outlook incorporates Moody's view for favorable
near-term HDD storage industry fundamentals, cash generating
prospects and a strong financial profile for Seagate.

What Could Change the Rating - UP

Seagate's CFR could be upgraded if the company maintains its solid
position in the HDD industry, takes steps to protect its revenue
base amid the storage technology evolution, and demonstrates
conservative financial policies, including Moody's adjusted
leverage of less than 1x total debt to EBITDA on a sustained basis
while maintaining cash balances of at least $1.5 billion.

What Could Change the Rating - DOWN

Seagate's rating could be downgraded if the company experienced a
loss of technological leadership that led to sustained market
share losses in the HDD industry and resulted in lower
profitability. Material revenue and EBITDA declines could result
in negative credit implications. Additionally, Moody's could
downgrade the rating if Seagate generated operating losses and/or
negative free cash flow on a sustained basis or engaged in
aggressive financial policies resulting in diminished liquidity.

The principal methodology used in this rating was Global
Technology Hardware 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.


SHELBOURNE NORTH WATER: Has Until Oct. 31 to Solicit Plan Votes
---------------------------------------------------------------
Bankruptcy Judge Janet S. Baer extended until Oct. 31, 2014, the
exclusive period during which only Shelbourne North Water Street,
L.P., may file a plan of reorganization or solicit acceptances for
that plan.

On March 10, the Debtor filed its plan and accompanying Disclosure
Statement.  Subsequently, on April 17, the Debtor filed its
Amended Joint Plan, which incorporated certain terms of the plan
investment agreement and the settlement agreement.  The Plan
incorporates the terms of the PIA and provides for full, or nearly
full payment of all allowed timely-filed claims against the
estate.

The Debtor said that on Feb. 6, 2014, the Debtor requested for the
approval of the PIA between the Debtor and Atlas Apartment
Holdings LLC, pursuant to which Atlas will provide plan-related
financing that will facilitate a substantial payment on all
allowed claims, and ultimately allow the Debtor to build the
Spire.

Several creditors, including the holder of the Debtor's primary
secured debt, RMW Acquisition Company, LLC, filed objections to
the PIA Motion, arguing among other things that any plan proposed
by the Debtor predicated on the PIA likely would not meet the
feasibility requirement of Section 1129(a)(11) of the Bankruptcy
Code.

After briefing the issues, taking discovery and preparing for
trial on the PIA Motion, the parties entered into a settlement
agreement, which was approved by the Court on March 26, 2014.

In summary, the financial terms of the settlement agreement
provide for confirmation of a plan under which there would be
payments to RMW and other non-insider creditors by a date certain
(Oct. 31, 2014, or March 31, 2015), or alternatively, transfer of
the Debtor's real property to RMW or its designee with substantial
payments to non-insider creditors funded by RMW.

                  The Amended Plan dated April 15

The Plan was proposed by Shelbourne North Water Street, L.P., RMW
Acquisition Company LLC, RMW CLP Acquisitions LLC, and RMW CLP
Acquisitions II LLC.

Pursuant to the settlement agreement and PIA, as approved by the
Bankruptcy Court, the Plan contemplates the disposition of the
Debtor's assets and the treatment of the Debtor's creditors by one
of two alternative transactions.

The Debtor expects to pay in full all Allowed Claims, except
claims held by the Shelbourne Affiliates, without interest.
Excluding claims held by the Shelbourne Affiliates, claims
totaling approximately $120 million have been timely filed against
the bankruptcy estate.

Atlas (or one of its affiliates) and the Tier One Capital Provider
will provide funding, which will not in any event exceed
$135,000,000, which will be used to pay: (i) all amounts necessary
to confirm the Plan, including all amounts required to pay Allowed
Claims, (ii) any Origination Fee, (iii) all third-party closing
costs, expenses and fees, including due diligence costs and
expenses, reasonably approved by the Tier One Capital Provider,
and (iv) an aggregate $5 million cash payment to Chicago Spire
LLC, Shelbourne Lakeshore, Ltd. and Garrett Kelleher in exchange
for (x) all applicable development rights, licenses, intellectual
property, causes of action, and executory contracts associated
with the Property and (y) the release of all of their Claims.

On the Effective Date, the assets of the estate will either (1)
vest in the Reorganized Debtor, or (1) be transferred to SPE or
one or more of its designees pursuant to the Atlas Property
Transfer Option.

If the Debtor fails to timely make the payments to RMW Acquisition
in accordance with the settlement agreement and settlement order,
the Debtor will transfer the property by warranty deed to RMW
Acquisition or its assignee or designee on the applicable
Effective Date.

As a precondition to the transfer of the property to RMW
Acquisition, RMW Acquisition will pay: (i) all allowed, timely
filed Administrative Claims and priority Claims asserted against
the Estate; provided, however, that RMW Acquisition will dedicate
no more than $50,000 on account of Allowed Priority Tax Claims
and, to the extent such Priority Tax Claims exceed $50,000, such
additional amounts will be paid directly from the amount to be
paid under the following subsection (ii); (ii) an amount to the
Estate equal to the full amount of all Allowed Claims, other than
Claims of the Shelbourne Affiliates, that were scheduled as of the
entry of the Settlement Order as not contingent, unliquidated or
disputed and those that actually and timely filed a proof of claim
by the Bar Date; and (iii) the Debtor Affiliate Payment to be
distributed directly to Atlas and Shelbourne Development
Affiliates.

A copy of the Amended Plan is available for free at
http://bankrupt.com/misc/SHELBOURNE213_planamended.pdf

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SHELBOURNE NORTH WATER: Wants Brown Udell Firm's Claim Disallowed
-----------------------------------------------------------------
Shelbourne North Water Street, L.P., filed a reply in support of
its objection to the allowance of Claim No. 15-1 asserted by the
law firm of Brown, Udell, Pomerantz & Delrahim, Ltd.

BUPD filed the claim against the Debtor asserting a right to
payment for legal services provided not to the Debtor, but rather
to Garrett Kelleher, Shelbourne Development Group, Inc., and
Chicago Spire, LLC.  The schedule of running balances reflects
that BUPD submitted invoices to Kelleher totaling $281,563, of
which $203,204 was paid, leaving an unpaid balance of $78,358.

On Feb. 24, 2014, the Debtor filed its objection on the grounds
that the evidence submitted in support of the claim demonstrates
that the underlying obligation is owed by the clients, not the
Debtor.

On April 3, BUPD filed its response to the objection, stating it
concedes that the claim is based on legal services that BUPD
provided to the clients pursuant to retainer agreements between
BUPD and the clients.  Specifically, BUPD alleges that on Aug. 27,
2009, Development and Kelleher, individually, retained BUPD,
pursuant to a retainer agreement dated Aug. 25, 2009, to defend
them in litigation commenced by Bank of America, N.A.

In support of its objection, the Debtor stated that it is
undisputed that BUPD filed the claim to seek payment for legal
services that BUPD provided to the clients pursuant to contracts
entered into with the clients, rather than the Debtor.

Nonetheless, in an attempt to benefit from the prospect of a 100
percent distribution to the Debtor's creditors pursuant to the
Debtor's proposed plan of reorganization, BUPD argued that the
Court must disregard the presumed separate corporate identity of
the Debtor.  However, BUPD has failed to make any persuasive
allegation that would support piercing the Debtor's corporate
veil.

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SILVERSUN TECHNOLOGIES: Posts $120,700 Net Income in 1st Quarter
----------------------------------------------------------------
Silversun Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $120,741 on $4.92 million of net total revenues for
the three months ended March 31, 2014, as compared with net income
of $115,530 on $4.04 million of net total revenues for the same
period in 2013.

As of March 31, 2014, the Company had $3.92 million in total
assets, $4.15 million in total liabilities and a $229,313 total
stockholders' deficit.

As of March 31, 2014, the Company had $1,106,909 in cash;
$1,584,828 in accounts receivable; $91,853 in long term debt; and
total stockholders' deficit of $229,313.

Commenting on the results, Mark Meller, Chairman and CEO of
SilverSun, stated, "Our first quarter performance continued our
trend of record quarterly results.  Our recent acquisition of ESC
Software, robust cash position and the ever increasing strength of
our recurring revenue channels give us confidence that we will
continue to achieve record results throughout 2014."

Continuing, Meller said, "The Company continues to aggressively
seek out acquisitions in the cloud service provider and Small and
Medium-Sized Business software marketplace.  We hope to be in a
position to announce further acquisitions in the coming weeks and
months."

A copy of the Form 10-Q as filed with the U.S. Securities and
Exchange Commission is available for free at http://goo.gl/dOD5tX

                           About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

Silversun Technologies posted net income of $322,548 on $17.40
million of net total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $1.23 million on $13.17 million of net
total revenues for the year ended Dec. 31, 2012.


SIMPLY WHEELZ: To Auction Five Airport Car-Rental Sites
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Advantage Rent A Car will auction five airport car-
rental locations that weren't sold to any of the three buyers who
snapped up most of what had been the fourth-largest auto rental
business in the U.S.

According to the report, bids are due May 23 and an auction will
take place May 27, with a preliminary hearing the same day on sale
approval.  The final approval hearing is set for May 29, the
report related.

No buyers are under contract yet, the report related.  The airport
locations up for bid are in Hartford, Connecticut; Richmond,
Virginia; San Jose, California; Orlando, Florida; and Portland,
Oregon, the report noted.

As previously reported by The Troubled Company Reporter, Avis
Budget Car Rental, LLC, purchased 12 airport locations for an
aggregate price of $6,012,274, while The Hertz Corporation
purchased 10 airport locations for $3,708,000.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIONIX CORP: Delays Form 10-Q for First Quarter
-----------------------------------------------
Sionix Corporation said it has experienced a delay in completing
the information necessary for including in its quarterly report on
Form 10-Q, in particular its financial statements, for the quarter
ended March 31, 2014.  The Company expects to file the March 2014
Quarterly Report within five days of the prescribed due date.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.  The Company's balance sheet at June 30, 2013,
showed $1.04 million in total assets, $7.62 million in total
liabilities and a $6.58 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SHUBH HOTELS: Boca Raton Guest Suites Auctions for $9.23 Million
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. bankruptcy judge in West Palm Beach, Florida,
formally approved the sale of the Guest Suites hotel in Boca
Raton, on May 16.

The sale went for $9.23 million at auction, with an initial bid of
$9.1 million, according to the report.  The hotel was the object
of a spirited auction, as five potential buyers were qualified as
bidders, including United Central Bank, which held a mortgage on
the hotel and was owed $36.2 million, the report related.  The
bank agreed to allow as much as $635,000 from sale proceeds to be
used for fees earned by the Chapter 11 trustee and her
professionals and carved out $500,000 for unsecured creditors and
tax claims, the report further related.

Shubh Hotels Boca, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 24, 2014.  The case is In re Shubh Hotels
Boca, LLC, Case No. 14-14225 (Bankr. S.D. Fla.).  The Debtor's
counsel is Susan D. Lasky, Esq., at SUSAN D LASKY, PA, in Fort
Lauderdale, Florida.  The Debtors said its estimated assets range
from $0 to $50,000, while its estimated liabilities range from $10
million to $50 million.  The petition was signed by Atul Bisaria,
manager.


SOUNDELUX: Files Ch.11; Closes Hollywood, Santa Monica Facilities
-----------------------------------------------------------------
David Robb, writing for The Deadline, reported that Soundelux,
Hollywood's independent provider of postproduction sound services,
released a statement saying it is filing for Chapter 11 bankruptcy
protection "to streamline the company's cost structure while
preparing the company for sale."  The company closed its
facilities in Hollywood and Santa Monica as a result of the
filing.

According to the report, the closure of the facilities resulted in
layoffs of about 30 of the historic postproduction sound studio's
200 employees, said Leslie Cohen, the company's bankruptcy
attorney.  Soundelux said it plans to remain open and fully
operational during restructuring, the report related.

The company has been a Hollywood landmark for more than 50 years,
providing sound services to thousands of films and TV shows
including The Hunger Games, Skyfall, Django Unchained, Divergent,
The Heat, The Lone Ranger, 42, Pacific Rim, The Dark Knight, The
Twilight Saga: Breaking Dawn, Inception, Mad Men, CSI, CSI: NY,
Person Of Interest, Family Guy and HBO's Game Of Thrones,
Entourage, Big Love, Girls and The Newsroom, the report said.


SPANISH BROADCASTING: S&P Lowers CCR to 'CCC+'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. Spanish-language broadcaster Spanish Broadcasting
System Inc. (SBS) to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level ratings on the
company's 12.5% notes due 2017 to 'CCC+' from 'B-'.  S&P's
recovery rating remains unchanged at '3', indicating its
expectation for meaningful recovery (50% to 70%) in the event of a
payment default.

"The downgrade reflects our view that the company's current
capital structure is unsustainable, given its inability to redeem
its preferred stock, which was put to the company in October of
2013," said Standard & Poor's credit analyst Chris Valentine.

Since October, the company has been unable to come to an agreement
with the preferred holders.  Failure to repurchase the preferred
stock did not represent an event of default under the secured debt
agreement, as there are no cross default provisions.  However, it
triggered a voting rights event and it prevents the company from
incurring additional debt in the future, based on the indenture
for the 12.5% senior secured notes, absent an amendment of the
debt incurrence limitations.  If not remedied, SBS will not be
able to refinance its 12.5% senior secured notes when they come
due in 2017.  S&P's 'CCC+' corporate credit rating reflects the
significant refinancing risk surrounding the company, and also
reflects tightening liquidity, high debt service costs, and
pressure to improve TV segment profitability.

S&P views SBS' business risk profile as "vulnerable," resulting
from advertising demand cyclicality, the company's significant
cash flow concentration in a few large U.S. Hispanic markets,
competition from much larger rivals, and modest profit at its Mega
TV startup network.  These factors more than offset the company's
healthy EBITDA margin and favorable Hispanic demographic trends.

SBS owns and operates 20 radio stations with significant revenue
concentration in three markets -- New York City, Los Angeles, and
Miami -- which are highly competitive markets for Hispanic radio
and general media.  Key competition includes Univision
Communications Inc., which has significantly greater scale and
resources.  In addition, the company owns and operates three TV
stations affiliated with its Mega TV network. Mega TV distributes
programming through cable and satellite operators.  Largely
through cost reductions, Mega TV has recently become modestly
profitable.  Aided by SBS' investments in programming and
personnel, S&P expects Mega TV to continue generating a modest
profit, absent a reversal in recent audience trends under its
base-case scenario.  S&P's management and governance assessment is
"fair."

SBS has a "highly leveraged" financial risk profile, in S&P's
view, based on its fully adjusted debt-to-EBITDA ratio (including
preferred stock and accrued dividends) above 8.5x as of March 31,
2013, consistent with the 5x and higher leverage that S&P
associates with a highly leveraged financial risk profile.  The
company also has extremely thin interest coverage of 1.1x.  S&P
expects leverage to remain in the high-8x area in 2014 and 2015.
Failure to redeem the preferred stock in October precludes the
company from incurring additional debt based on the indenture.  If
not remedied, SBS will not be able to refinance its 12.5% senior
secured notes when they come due in 2017.  S&P believes that
marginal discretionary cash flow, together with narrowing EBITDA
coverage of interest, could jeopardize liquidity and debt service
prior to 2017.  Cash balances have been somewhat stable over the
last few years, at roughly $25 million, while debt leverage has
slowly increased largely as a result of modest EBITDA declines and
the high accreting level of the preferred stock (which S&P
includes in its debt calculation).  S&P also sees a risk that the
current negative discretionary cash flow deficit could widen over
the next 12 to 18 months.


SPANSION INC: Noteholders Awarded for Assisting Reorganization
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Judge Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware awarded $228,000 to an ad hoc committee
of convertible Noteholders of Spansion Technology Inc.,
recognizing the group's contribution to the reorganization of the
maker of flash-memory chips.

The ad hoc committee of convertible Noteholders and another
unofficial group, the ad hoc committee of equity security holders,
requested more than $5.2 million in fees for their professionals,
according to Law360.  Judge Carey rejected majority of the
request, ruling that the unofficial groups had added little value
to the case.

Judge Carey, however, awarded $228,000 to the ad hoc group of
convertible Noteholders, noting that "notwithstanding its
litigious litigation strategy," contributed by assisting the court
in determining the company's enterprise value, which was the
subject of a contentious hearing for approval of the
reorganization plan, Mr. Rochelle said.

The noteholders' objection to Spansion's valuation helped Judge
Carey decide the company's value was $872 million to $944 million,
Mr. Rochelle added.

                           About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690).  On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel.  Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


STRATUS MEDIA: Delays Form 10-Q, Expects $1.4MM Net Loss in Q1
--------------------------------------------------------------
RestorGenex 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.  The Company said it requires additional time to
complete the financial statements for the three months ended March
31, 2014, and cannot, without unreasonable effort and expense,
file its Form 10-Q on or before the prescribed filing date.  It is
anticipated that the net loss for the three months ended March 31,
2014, will be approximately $1,400,000, compared with the loss for
the three months ended March 31, 2013, of $2,601,155.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

As reported by the TCR on Dec. 2, 2013, Stratus Media completed
its merger with Canterbury Acquisition LLC and Hygeia
Therapeutics, Inc.  Effective Nov. 18, 2013, Canterbury and Hygeia
became wholly owned subsidiaries of the
Company.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.23 million in total assets, $9.57
million in total liabilities, all current, and a $6.33 million
total shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


SUNVALLEY SOLAR: Incurs $214,000 Net Loss in First Quarter
----------------------------------------------------------
Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $214,259 on $2,048 of revenues for the three months ended
March 31, 2014, as compared with a net loss of $389,148 on $12,656
of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $7.60
million in total assets, $5.93 million in total liabilities and
$1.66 million in total stockholders' equity.

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

                        http://goo.gl/bovNJ8

                        About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar disclosed a net loss of $1.76 million on $3.74
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $398,866 on $5.82 million of revenue for the
year ended Dec. 31, 2011.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had losses from operations of
$1,767,902 and accumulated deficit of $3,125,692, which raises
substantial doubt about its ability to continue as a going
concern.


TELEFLEX INC: S&P Assigns 'BB' Rating to $250MM Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Teleflex Inc.'s $250 million unsecured notes due 2024.
The recovery rating is '3', indicating S&P's expectations of
meaningful recovery (50%-70%) of principal in the event of
default.  Teleflex will use proceeds of the notes to retire a
portion the outstanding balance on its revolving credit facility.
The notes provide a more permanent financing vehicle for Vidacare
Corp., which Teleflex acquired in December 2013.

"At the same time, we are affirming our senior secured debt rating
of 'BBB-' and recovery rating of '1' on the company's revolving
credit facility, reflecting prospects of very high recovery (90%-
100%) of principal in the event of a default.  We are lowering our
debt rating on the company's subordinated debt to 'B+' from 'BB-'
and revising the recovery rating to '6' from '5'.  This reflects
prospects for negligible recovery (0-10%) of principal in the
event of a default.  The downgrade results from a new class of
debt (senior unsecured) that would rank ahead of subordinated
lenders in bankruptcy," S&P said.

Teleflex manufactures and supplies medical devices for critical
care and surgical applications.  S&P's 'BB' corporate credit
rating on Teleflex reflects its "fair" business risk profile and
"significant" financial risk profile.  Despite product and
geographic diversity, Teleflex's products compete with those of
significantly larger industry participants such as Ethicon (a
division of Johnson & Johnson), Smith & Nephew, Bard (C.R.) Inc.,
and CareFusion Corp. While improving, profitability remains
somewhat low compared with medical device company peers.

RATINGS LIST
Teleflex Inc.
Corporate Credit Rating                BB/Stable/--

New Rating
Teleflex Inc.
$250 mil unsecured notes due 2024      BB
   Recovery rating                      3

Rating Lowered
                                        To         From
Teleflex Inc.
Subordinated                           B+         BB
   Recovery Rating                      6          5

Rating Affirmed
Teleflex Inc.
Revolving credit facility              BBB-
   Recovery Rating                      1


THORNBURG MORTGAGE: Ex-CEO Denies Lying On TV In Bid To Nix Suit
----------------------------------------------------------------
Law360 reported that the former CEO of TMST Inc. urged a federal
judge to can the U.S. Securities and Exchange Commission's claims
that he misled investors about the capital position of the since-
collapsed mortgage lender in a televised interview given the day
of a purportedly misleading 2007 annual report.

According to the report, Larry A. Goldstone argued in New Mexico
federal court that he provided accurate information based on data
available at the time in a live television interview on CNBC's
"Street Signs" with Erin Burnett on Feb. 28, 2008.

The case is Securities and Exchange Commission v. Goldstone et
al., Case No. 1:12-cv-00257 (D.N.M.) before Judge James O.
Browning.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray and David Hilty of Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TONGJI HEALTHCARE: Incurs $63,000 Net Loss in First Quarter
-----------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $63,013 on $540,953 of total operating revenues for
the three months ended March 31, 2014, as compared with a net loss
of $90,188 on $485,577 of total operating revenues for the same
period in 2013.

As of March 31, 2014, the Company had $16.16 million in total
assets, $16.90 million in total liabilities, $1.25 million in
contingencies, and a $2 million total stockholders' deficit.

"We generally finance our operations through our operating profits
and borrowings from related parties.  As of the date of this
report, we have not experienced any difficulty in raising funds
from related parties, and we have not experienced any liquidity
problems in settling our payables in our ordinary course of
business.  We believe that we have adequate funds and capital with
respect to conducting its business over the next twelve months,"
the Company stated in the Report.

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

                        http://goo.gl/hqhlFW

                       About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.

Tonji Healthcare reported a net loss of $729,685 on $2.37 million
of total operating revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $1.20 million on $2.77 million of
revenue for the year ended Dec. 31, 2012.

Anton & Chia, LLP, in Newport Beach, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.

"The Company's ability to continue as a going concern ultimately
is dependent on the management's ability to obtain equity or debt
financing, attain further operating efficiencies, and achieve
profitable operations.  Over the past years, the Company had been
successful in raising funds from related parties to fund the
operation and new hospital construction.  The consolidated
financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or
amounts and classification of liabilities that might be necessary
should the Company not be able to continue as a going concern,"
the filing stated.


TOTAL PROTECTION: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------
Debtor: Total Protection Services Carolinas, LLC
        5625 Fairview Road
        Charlotte, NC 28209

Case No.: 14-30846

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Hon. Craig J. Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: 704.333.3444
                  Fax: 704.333.5003
                  Email: henderson@title11.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Phrantceena T. Halres, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb14-30846.pdf


TRAVELPORT HOLDINGS: Selling 7.5 Million Shares of Orbitz
---------------------------------------------------------
Travelport Limited is offering, through a subsidiary, 7.5 million
shares of common stock of Orbitz Worldwide, Inc., in an
underwritten public offering.  If the sale is consummated the
underwriters would have a 30 day option to purchase up to an
additional 1.125 million shares from the Selling Stockholder.
Orbitz Worldwide will not receive any proceeds from the offering.

Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC
are serving as lead joint book-running managers.  Deutsche Bank
Securities Inc. and UBS Securities LLC are acting as joint book-
running managers of the offering.  Cowen and Company, LLC, is
serving as co-manager of the offering.  The offering of securities
is made only by means of a written prospectus and related
prospectus supplement, which together will form a part of Orbitz
Worldwide's effective registration statement.  The prospectus and
prospectus supplement relating to the offering will be filed with
the U.S. Securities and Exchange Commission and will be available
on the SEC's Web site at www.sec.gov.  Alternatively, when
available, copies of the prospectus and prospectus supplement
relating to this offering may be obtained from Credit Suisse
Securities (USA) LLC, Attention: Prospectus Department, One
Madison Avenue, New York, New York 10010, or by calling 800-221-
1037 or by emailing a request to newyork.prospectus@credit-
suisse.com; or from Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014, or by calling 866-718-1649 or by emailing a request to
prospectus@morganstanley.com; or from Deutsche Bank Securities
Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY
10005, or by calling 800-503-4611 or by emailing a request to
prospectus.cpdg@db.com; or from UBS Investment Bank, Attention:
Prospectus Department, 299 Park Avenue, New York, NY 10171, or by
calling 877-827-7275.

The offering is subject to market conditions and the amount of
shares offered may change.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss attributable to the Company
of $192 million in 2013, as compared with a net loss attributable
to the Company of $236 million in 2012.  As of March 31, 2014, the
Company had $3.18 billion in total assets, $4.39 billion in total
liabilities and a $1.20 billion total deficit.

                           *     *     *

As reported by the TCR on March 7, 2014, Standard and Poor's
Rating Services said that it lowered to 'SD' (selective default)
from 'CCC+' its long-term corporate credit ratings on U.S.-based
travel services provider Travelport Holdings Ltd. and its indirect
primary operating subsidiary Travelport LLC (together,
Travelport).  The downgrades follow the completion of Travelport's
debt-to-equity swap of its senior subordinated notes due 2016.


TUSCANY INTERNATIONAL: U.S. Trustee Is Sole Objector to Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that no party-in-interest except for the U.S. Trustee
lodged formal objections to Tuscany International Drilling Inc.'s
plan of reorganization, allowing the bankruptcy court in
Wilmington, Del., to easily confirm the plan at the May 19
hearing.

According to the Bloomberg report, the U.S. Trustee complained
that the Plan, which see lenders swap up to $155 million in debt
to acquire the reorganized oilfield services company, dispenses
unjustifiably broad releases and immunities to company officers,
participants in the bankruptcy, professionals and some creditors.
The U.S. Trustee also complained that the Plan can't immunize
anyone from liability for acts that may occur in the future.

                    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.


UNILAVA CORP: Reports $229,600 Net Loss in First Quarter
--------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $229,651 on $544,057 of revenue for the three months ended
March 31, 2014, as compared with a net loss of $428,281 on
$763,896 of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.52
million in total assets, $9.44 million in total liabilities and a
$6.91 million total stockholders' deficit.

As of March 31, 2014, the Company had cash and cash equivalents of
approximately $28,159.

"The Company has and will continue to use significant capital to
grow and acquire market share.  These factors raise substantial
doubt about the ability of the Company to continue as a going
concern.  In this regard, management is proposing to raise any
necessary additional funds not provided by operations through
loans or through sales of their common stock.  There is no
assurance that the Company will be successful in raising this
additional capital or in achieving profitable operations.  The
financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or
amounts and classification of liabilities that might result from
this uncertainty," the Company stated in the Report.

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

                        http://goo.gl/pOEapQ

                      About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as compared
with a net loss of $2.98 million in 2011.

Shelley International CPA, in Mesa, AZ, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.


UNIVERSAL COOPERATIVES: Has Interim OK to Obtain $3.9MM DIP Loan
----------------------------------------------------------------
Universal Cooperatives, Inc., et al., obtained interim authority
from the U.S. Bankruptcy Court for the District of Delaware to
obtain postpetition financing up to an aggregate principal amount
of $3,977,784, from Bank of America, N.A., as administrative agent
for itself and for a syndicate of financial institutions.

The Debtors are also given interim authority to use cash
collateral securing their prepetition indebtedness.  BAC is also
the prepetition lender of the Debtors, owed about $9 million on a
revolving credit and term loan.

The Interim Order provides that Prepetition Secured Parties are
granted a replacement security interest in and junior lien upon
all the Collateral, and which Adequate Protection Lien will be
subject to disgorgement to the extent that Prepetition Liens are
successfully challenged by third parties.

Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, representing the Debtors, related in
papers filed in Court that subsequent to filing the DIP Motion,
the Debtors entered into good faith negotiations with the Office
of the U.S. trustee for the District of Delaware regarding the
terms of the proposed form of order approving the DIP Motion on an
interim basis.  As a result of those discussions, the Debtors
presented a consensual form of Interim Order at a hearing held on
May 13.  At the hearing, Bankruptcy Judge Mary Walrath requested
clarification regarding the Debtors' proposed postpetition budget.

A final hearing is scheduled for June 6, 2014, at 10:30 a.m.
Objections must be submitted no later than May 30 and must be
served on the following:

   (a) counsel to the Debtors:

       Michael Small, Esq.
       FOLEY & LARDNER LLP
       321 N. Clark Street, Suite 2800
       Chicago, IL 60654

   (b) counsel to BAC, as Agent:

       Gregory M. Gartland, Esq.
       WINSTON & STRAWN LLP
       35 West Wacker Drive
       Chicago, IL 60601
       Email: ggartland@winston.com

   (c) Office of the U.S. Trustee for the District of Delaware

At the June 6 hearing, Judge Walrath will also consider the
Debtors' request for an extension of their time to file schedules
of assets and liabilities and statements of financial affairs.
The Debtors' current deadline to file their Schedules and
Statements is June 10.  The Debtors seek extension of that
deadline until July 10 because compilation of information from
books, records and documents requires an expenditure of
substantial time and effort.

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/UNIVERSALdipord.pdf

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP,
and Foley & Lardner LLP as counsel; The Keystone Group, as
financial advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.


UNIVERSAL COOPERATIVES: Employs Foley & Lardner as Counsel
----------------------------------------------------------
Universal Cooperatives, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Foley &
Lardner LLP as attorneys to render the following services:

   * provide legal advice with respect to the Debtors' powers and
     duties as debtors in possession in the continued operation of
     their business, management of their properties and the
     potential sale of their assets;

   * prepare and pursue confirmation of a plan and approval of a
     disclosure statement;

   * prepare on behalf of the Debtors necessary applications,
     motions, answers, orders, reports and other legal papers;

   * appear in Court and to protect the interests of the Debtors
     before the Court;

   * advise the Debtors regarding general corporate matters, state
     and federal regulatory matters, finance matters,
     international law matters, agricultural law matters, labor
     and employment matters, intellectual property matters,
     environmental law matters;

   * represent and advise the Debtors in litigation;

   * perform all other legal services for the Debtors which may be
     necessary and proper in these proceedings.

The  rates for the principal attorneys and paralegal currently
designated to represent the Debtors and their hourly rates are:

      Mark L. Prager, Esq.           Partner       $822
      Michael J. Small, Esq.         Partner       $676
      Lars A. Peterson, Esq.         Associate     $493
      Emil P. Khatchatourian, Esq.   Associate     $366
      Katherine Hall                 Paralegal     $239

The Debtors have also agreed to pay Foley's reasonable fees and
expenses in connection with Foley's preparation of its retention
and fee applications during these Chapter 11 Cases.  Moreover, the
Debtors will reimburse Foley for all expenses incurred in
connection with the representation of a client.

Foley was retained by the Debtors pursuant to an engagement letter
dated March 27, 2014 and an amendment to the engagement letter
dated April 17, 2014 .

During the 90 days prior to the Petition Date, Foley received
payments of retainers and replenishments thereof from the Debtors
for application toward payment of subsequent prepetition
professional services in the aggregate amount of approximately
$257,740 in fees and $682 in expense reimbursements, for a total
of $258,422.  On May 9, 2014, Foley received a payment from the
Debtors in the amount of $220,000 for use as a retainer in
connection with the postpetition representation of the Debtors.

Mr. Small assures the Court that his 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.  Mr. Small, however, discloses that is
firm represents Bank of America, N.A., in matters unrelated to the
Chapter 11 cases.

The firm may be reached at:

         Mark L. Prager, Esq.
         Michael J. Small, Esq.
         Emil P. Khatchatourian, Esq.
         Lars A. Peterson, Esq.
         FOLEY & LARDNER LLP
         321 North Clark Street, Suite 2800
         Chicago, IL 60654-5313
         Telephone: (312) 832-4500
         Facsimile: (312) 832-4700

A hearing to consider approval of the employment application will
be held on June 6, 2014 at 10:30 a.m. (ET).  Objections are due
May 30.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP,
and Foley & Lardner LLP as counsel; The Keystone Group, as
financial advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.


UNIVERSAL COOPERATIVES: Hires Young Conaway as Local Counsel
------------------------------------------------------------
Universal Cooperatives, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as local Delaware counsel.

The professional services that Young Conaway will render to the
Debtors include the following:

   * providing legal advice with respect to the Debtors' powers
     and duties as debtors in possession in the continued
     operation of their businesses, management of their
     properties, and the sale of their assets;

   * preparing and pursuing confirmation of a plan and approval of
     a disclosure statement;

   * preparing on behalf of the Debtors necessary applications,
     motions, answers, orders, reports, and other legal papers;

   * appearing in Court and protecting the interests of the
     Debtors before the Court; and

   * performing all other legal services for the Debtors that may
     be necessary and proper in these proceedings.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates
are:

     Robert S. Brady, Esq.         Partner       $765
     Andrew L. Magaziner, Esq.     Associate     $350
     Travis G. Buchanan, Esq.      Associate     $300
     Michael Girello               Paralegal     $240

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated as of May 5, 2014.  In accordance with
the Engagement Agreement, on May 9, Young Conaway received a
retainer in the amount of $50,000 in connection with the planning
and preparation of initial documents, its proposed postpetition
representation of the Debtors, and chapter 11 filing fees.  Young
Conaway received no other payments from the Debtors in the 12
months before the Petition Date for services rendered or to be
rendered in contemplation of or in connection with these
chapter 11 cases.  Prior to the Petition Date, Young Conaway
incurred fees in the amount of $39,929 and expenses in the amount
of $7,586 in connection with filing fees due at the outset of the
cases.  Thus, Young Conaway is holding a postpetition retainer of
$2,484 as security for postpetition services and expenses.

Mr. Brady assures the Court that it 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.  Mr. Brady, however, discloses that his firm currently
represents a U.S. Bank affiliate, Travelers Insurance Co., a
Verizon Communications, Inc. affiliates, State of Delaware, a
Chubb Group of Insurance Companies affiliate, and AIG affiliates
in matters wholly unrelated to the Debtors or their Chapter 11
cases:

The firm may be reached at:

         Robert S. Brady, Esq.
         Andrew L. Magaziner, Esq.
         Travis G. Buchanan, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, Delaware 19801
         Telephone: (302) 571-6600
         Facsimile: (302) 571-1253

A hearing to consider approval of the employment application will
be held on June 6, 2014 at 10:30 a.m. (ET).  Objections are due
May 30.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP,
and Foley & Lardner LLP as counsel; The Keystone Group, as
financial advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.


UNIVERSAL COOPERATIVES: Taps Keystone for Management Services
-------------------------------------------------------------
Universal Cooperatives, Inc., et al., seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Keystone Consulting Group, LLC, to provide interim management
services, and designate Christophe Jeannin as chief restructuring
officer.

The Debtors anticipate that during the Chapter 11 Cases, in
addition to the ordinary course duties of a CRO, Mr. Jeannin and
the Additional Personnel will perform a broad range of services,
including, without limitation, the following:

   * Communicate with the Debtors' stakeholders, including but not
     limited to vendors, customer, employees, lenders, creditor
     committees, Court officials, attorneys and other services
     providers;

   * Together with the Debtors' leadership team, lead the
     implementation of the restructuring plan, including devising
     operational changes as deemed necessary;

   * Make employment-related decisions following consultation with
     the Debtors' general counsel or other designated independent
     legal counsel;

   * Monitor daily cash allocation and cash management processes,
     including the preparation of reports to manage the DIP budget
     and associated financing;

   * Together with the Debtors' leadership team, lead and manage
     the marketing and auction process for the Debtors' going
     concern assets with both strategic and financial buyers; and

   * Assist in communications and/or negotiations with outside
     constituents including banks and their advisors.

Mr. Jeannin will be paid $775 per hour for his role as CRO.
Additional Keystone personnel expected to perform services for the
Debtors and their hourly rates are the following:

   Name          Description                    Rate
   ----          -----------                    ----
   Andy Rolfe    Ancillary Support
                 & Financial Planning           $875

   Mark Harvey   Marketing and Sale
                 Process Planning               $425

   Rob Cerato    Cash Management, Financial
                 Planning, and Operational
                 Analysis                       $200

To the extent additional Keystone personnel provide services to
the Debtors during the pendency of these cases, Keystone's fees
will be based on the hours spent by the personnel at Keystone's
applicable hourly rates, which are as follows:

      Managing Director                 $875
      Director                          $775
      Principal                      $425-$575
      Associate                      $250-$325
      Analyst                        $175-$275

The Debtors will also reimburse Keystone for all reasonable and
necessary expenses incurred in connection with the Chapter 11
cases.

Keystone received an initial retainer of $60,000 on Feb. 11, 2014,
from the Debtors.  During the 90 days prior to the Petition Date,
the Debtors paid Keystone a total of $955,666 incurred in
providing services to the Debtors in contemplation of, and in
connection with, prepetition restructuring activities.  In
addition to the Initial Retainer, Keystone also received a
$275,000 retainer on May 9, 2014, to be held as security for
postpetition services and expenses incurred in connection with,
and during the pendency of, the Chapter 11 cases.

Mr. Jeannin, a director of Keystone Consulting Group, LLC, assures
the Court that his 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.
He, however, discloses that Bank of America, N.A., is a referral
source, Keystone client, and lender to various Keystone clients in
matters unrelated to the Debtors or their Chapter 11 cases.  He
adds that Foley & Lardner LLP, proposed counsel to the Debtors,
has served as legal counsel for past Keystone clients in matters
unrelated to the Debtors or the Chapter 11 cases.

A hearing to consider approval of the employment application is
scheduled for June 6, 2014 at 10:30 a.m. (ET).  Objections are due
May 30.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP,
and Foley & Lardner LLP as counsel; The Keystone Group, as
financial advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.


UNIVERSAL COOPERATIVES: Employs Prime Clerk as Admin. Advisor
-------------------------------------------------------------
Universal Cooperatives, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Prime
Clerk LLC as administrative advisor to:

   (a) assist with, among other things, solicitation, balloting,
       and tabulation and calculation of votes, as well as
       prepare any appropriate reports, as required in furtherance
       of confirmation of any chapter 11 plan in these cases;

   (b) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results for
       any chapter 11 plan(s) in the Chapter 11 cases;

   (c) gather data in conjunction with the preparation, and assist
       with the preparation, of the Debtors' schedules of assets
       and liabilities and statements of financial affairs;

   (d) provide a confidential data room;

   (e) manage any distributions pursuant to any confirmed Chapter
       11 plan(s) in these cases; and

   (f) provide other claims processing, noticing, solicitation,
       balloting, and administrative services described in the
       Engagement Agreement.

Michael J. Frishberg, the Co-President and Chief Operating Officer
for Prime Clerk LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The Debtors have sought and obtained Court authority to employ
Prime Clerk to serve as claims and noticing agent for the Debtors
to, among other things: (i) distribute required notices to
parties-in-interest; (ii) receive, maintain, docket, and otherwise
administer the proofs of claim filed in the Debtors' cases; and
(iii) provide other noticing, claims, and administrative services.

A hearing on the Debtors' application to employ Prime Clerk as
administrative advisor is scheduled for June 6, 2014 at 10:30 a.m.
(ET).  Objections are due May 30.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP,
and Foley & Lardner LLP as counsel; The Keystone Group, as
financial advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.


UNIVERSAL LOGISTICS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Universal Logistics Group West Inc.
        1000 New County Road
        Secaucus, NJ 07094

Case No.: 14-20162

Chapter 11 Petition Date: May 19, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Rosemary Gambardella

Debtor's Counsel: Lawrence F. Morrison, Esq.
                  MORRISON TENENBAUM PLLC
                  87 Walker Street Floor 2
                  New York, NY 10013
                  Tel: 212-620-0938
                  Fax: (646) 390-5095
                  Email: morrlaw@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

0The petition was signed by Paul Greenspan, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-20162.pdf


UTSTARCOM HOLDINGS: Two Directors Resigned
------------------------------------------
UTStarcom announced the resignation of two members of its board of
directors as part of its initiative to streamline the Company's
corporate governance structure and improve the efficiency of the
board.

Mr. Tianruo Pu, the current chief financial officer of the
Company, has resigned from the board, effective May 13, 2014.  Mr.
Pu has been a member of the Company's board since Nov. 17, 2011.
Mr. Pu will remain as the Company's chief financial officer.

Additionally, Mr. Baichuan Du, who has completed a full three-year
term as an independent director, has resigned from the board,
effective May 13, 2014.

The Company does not intend to fill the vacancies left by these
resignations.  The board of directors going forward will consist
of six directors, including four independent directors.  And the
nationalities of the six directors are 3 US citizens, 1 Canadian,
and 2 Chinese.

                       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.  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.

"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.


VELTI DR LIMITED: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Petitioners: Nicholas Guy Edwards and Robert James
                        Harding

Chapter 15 Debtor: Velti DR Limited

Chapter 15 Case No.: 14-11270

Type of Business: The Debtor's principal activities were the
                  development and marketing of mobile advertising
                  platforms.  The Debtor is not anymore operating
                  and has sold the majority of its assets
                  immediately following the appointment of
                  administrators.

Chapter 15 Petition Date: May 21, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Peter J. Walsh

Chapter 15 Petitioners'   R. Craig Martin, Esq.
Counsel:                  Stuart M. Brown, Esq.
                          DLA PIPER LLP (US)
                          919 North Market Street, Suite 1500
                          Wilmington, DE 19801
                          Tel: 302-468-5655
                          Fax: 302-778-7834
                          Email: craig.martin@dlapiper.com
                                 stuart.brown@dlapiper.com

                               - and -

                          Richard A. Chesley, Esq.
                          Matthew M. Murphy, Esq.
                          Chun I. Jang, Esq.
                          DLA PIPER LLP (US)
                          203 N. LaSalle Street, Suite 1900
                          Chicago, IL 60601
                          Tel: (312) 368-4000
                          Fax: (312) 236-7516
                           Email: richard.chesley@dlapiper.com
                                  matt.murphy@dlapiper.com
                                  chunn.jang@dlapiper.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

Pending bankruptcy case filed by an affiliate:

            Debtor: Velti, Inc., et al.
          Case No.: 13-12878
     Petition Date: 11/04/2013
             Judge: Hon. Peter J. Walsh


VOGUE INTERNATIONAL: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned Vogue International LLC a B2
Corporate Family Rating, B3-PD Probability of Default Rating, and
B2 ratings to the company's $445 million senior secured credit
facility instruments. Vogue utilized the net proceeds from a $415
million term loan to fund a $400 million distribution to its
founder Todd Christopher and pay transaction fees and expenses.
Concurrent with the February 2014 financing, The Carlyle Group
purchased 49% of Vogue's equity from Todd Christopher for
approximately $391 million. Vogue did not receive any proceeds
from Carlyle's equity acquisition. This is the first time Moody's
has rated Vogue. The rating outlook is stable.

Moody's assigned the following ratings to Vogue International LLC:

Corporate Family Rating at B2

Probability of Default Rating at B3-PD

Senior Secured Bank Credit Facility (Revolver and Term Loan) at
B2, LGD3 - 35%

Rating Outlook is Stable

Ratings Rationale

Vogue's B2 CFR reflects its good market position in a niche
segment of the mass hair care category, recent significant market
share gains, and positive projected free cash flow. These
strengths are tempered by its modest scale, limited operating
history at current sales levels, narrow product focus, high
customer concentration, strong competition and moderate leverage.
The company has good insight into consumer preferences for
shampoos and conditioners and is benefiting from significant
distribution gains in recent years. Moody's nevertheless believes
that revenue growth will slow to a level closer to the low single
digit category growth rate as distribution gains moderate, and
that earnings are vulnerable to changing customer demand and
competitor actions. Moody's projects that Vogue's moderate debt-
to-EBITDA leverage (3.6x LTM 3/31/14 incorporating Moody's
standard adjustments) will decline over the next 12 months as it
continues to grow, but that leverage is vulnerable to swings based
on anticipated EBITDA volatility and event risk under partial
private equity ownership. Vogue is also heavily reliant on its
founder, which creates succession risk.

Vogue's B3-PD rating reflects the 65% family recovery rate
assumption utilized for companies with a capital structure
consisting of one class of first lien bank debt with financial
maintenance covenants.

Vogue has a good liquidity position supported by existing cash
($13.4 million as of 3/31/14) and approximately $40 million of
projected free cash flow. These cash sources provide good coverage
of the $4.15 million required annual term loan amortization and
any remaining expenses associated with the class action lawsuit
related to use of the ORGANIX trademark for which a judge-approved
settlement has been reached. Vogue's undrawn $30 million revolver
expiring in February 2019 provides additional liquidity support.
Moody's expects that Vogue will maintain a healthy EBITDA cushion
within the maximum first lien senior secured leverage covenant,
although significant covenant step downs by the end of 2015 will
reduce the cushion if growth slows.

Vogue's stable rating outlook reflects Moody's view that the
company will continue to benefit from distribution gains to grow
revenue and EBITDA over the next 12 months and that the company
will maintain a good liquidity position. Moody's projects that
debt-to-EBITDA leverage will decline to a mid 3x range over the
next 12 months.

Customer or competitor actions that pressure Vogue's revenue and
EBITDA through a deterioration in market share, retail
distribution or pricing could result in a downgrade. Acquisitions,
shareholder distributions or other actions that increase debt-to-
EBITDA above 4.5x, or a deterioration in liquidity could also
result in a downgrade.

An upgrade is unlikely at this time, but could be considered if
Vogue increases its scale and product diversity, demonstrates a
longer-term track record of profitable growth, and develops a
solid succession plan. Vogue would also need to maintain
conservative financial policies including debt-to-EBITDA leverage
below 3.0x and maintain a good liquidity position to be considered
for an upgrade.

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Vogue, headquartered in Clearwater, FL, develops, markets,
distributes and sells hair care products primarily to mass market
consumers. Vogue's main brand is OGX, with its styling brand - FX
Effects -- accounting for less than 5% of revenue. Vogue was
founded in 1986 by Todd Christopher who sold 49% of the company to
The Carlyle Group in February 2014. Revenue for the 12 months
ended March 2014 was approximately $210 million.


WATERFRONT OFFICE: Seeks Final Decree Closing Case
--------------------------------------------------
Waterfront Office Building, LP filed a motion with the U.S.
Bankruptcy Court seeking a final decree order closing the Debtor's
case.

The Debtors' Third Amended Plan of Reorganization was confirmed by
Court Order on February 25, 2014.

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

DG Hyp is represented by John Carberry, Esq., at Cumming &
Lockwood LLC, in Stamford, Connecticut; and Deborah J. Piazza,
Esq., at Tarter Krinsky & Drogin LLP, in New York.

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


WEST CORP: To Acquire Health Advocate for $265 Million
------------------------------------------------------
West Corporation has entered into an agreement to acquire Health
AdvocateTM, Inc., an independent provider of healthcare advocacy
services.

Health Advocate serves 40+ million Americans through more than
10,000 client relationships, including many of the nation's
largest employers, by helping members personally navigate
healthcare and insurance-related issues, saving them time and
money.  Health Advocate leverages the power of pricing
transparency and personalized health communications to help
members make better informed decisions and get more value out of
the healthcare system.  Additional services include wellness
coaching, employee assistant programs (EAP), nurse line,
biometrics screenings and chronic care solutions.  Health
Advocate's leading-edge technology platform combined with
clinical, health plan and claims billing experts can support
consumers with a wide range of healthcare or health insurance
issues.

"Healthcare is an important market for West Corporation," said
Nancee Berger, president and COO of West Corporation.  "Health
Advocate's solutions in consumer navigation, engagement,
prevention and chronic care combined with West's existing
healthcare communication services enriches our ability to help
solve some of the challenges within the healthcare market.  With
significant clinical resources on staff, including MDs and RNs,
Health Advocate significantly deepens and expands West's
healthcare expertise."

"We are excited to join West Corporation," said Michael J.
Cardillo, president, CEO and cofounder of Health Advocate.  "West
has technology, operational expertise and client relationships to
fuel Health Advocate's growth."

The purchase price for Health Advocate is approximately $265
million excluding working capital adjustments.  West expects to
fund the purchase with a combination of cash on hand, its
revolving trade accounts receivable financing facility and its
Senior Secured Revolving Credit Facility.  Closing of this
transaction, which is subject to customary closing conditions, is
expected to occur within 60 days.  In 2013, Health Advocate had
revenue of approximately $86 million.

"We look forward to adding the talented group of leaders at Health
Advocate to our team," said Tom Barker, chairman and CEO of West
Corporation.  "This transaction will benefit the Company
financially as Health Advocate brings revenue growth in the mid-
teens, strong profitability, low client concentration and
diversity of revenue.  At the time of closing, we expect to update
our 2014 guidance."

                        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.


* Educ. Dept. Urged to Clarify Student Loan Bankruptcies Policy
---------------------------------------------------------------
Mark Keierleber, writing for The Chronicle of Higher Education,
reported that seven Democratic members of Congress are pushing for
clarity and lenience in how the Department of Education and its
contractors forgive student-loan borrowers who are bankrupt and
unable to pay back their loan debt.

"Because federal law treats student debt as nondischargeable in
bankruptcy proceedings, borrowers can be burdened with this debt
for a lifetime even if circumstances make it unlikely that the
borrower will ever be able to repay," the members wrote in a
letter to the education secretary, Arne Duncan, the report
related.

Under federal law, student-loan borrowers are unable to discharge
their debt in bankruptcy unless they can demonstrate "undue
hardship" in paying it back, the report further related.
Education Department contractors often block attempts to prove
undue hardship, the letter argues, by "aggressively challenging"
borrowers' claims that they are unable to make payments, according
to the report.

According to the letter, the department should create "clear
standards" for borrowers to qualify for discharging their student-
loan debt, the report added.


* Credit Suisse Plea Raises Risk of U.S. Bank Indictment
--------------------------------------------------------
Ronald Orol, writing for The Deal, reported that analysts and
observers describe the Justice Department's $2.6 billion landmark
settlement with Credit Suisse Group as a "felony light" approach
that sends a message: Big U.S. banks could be required to plead
guilty for their offenses.

At issue are criminal charges filed in federal court by the
Justice Department over efforts by Credit Suisse to help its
account holders actively deceive U.S. tax authorities by
"concealing assets and income in illegal, undeclared bank
accounts," according to the report.

Many observers have worried for years that such a criminal
indictment -- the first at a big financial institution in over a
decade -- could force a big bank into bankruptcy, following in the
footsteps of Arthur Andersen's collapse after a criminal
indictment in 2002 and Drexel Burnham's indictment and forced
Chapter 11 filing in 1990, the report said.

Most experts said it is unlikely bankruptcy will be the result
from any bank cases, the report related.

The Deal explained that a "felony-light approach" is when a key
part of the deal is that regulators in Washington won't seek to
revoke Credit Suisse's license.


* Jeffer Mangels & Shulman Hodges Announce Formation of 9019BAM!
----------------------------------------------------------------
California law firm Jeffer Mangels Butler & Mitchell LLP and the
name partners of California law firm Shulman Hodges & Bastian LLP
have announced the formation of 9019 Bankruptcy Arbitration and
Mediation (9019BAM!), a mediation and arbitration service focusing
on the resolution of complex bankruptcy and commercial disputes.

9019BAM! provides a panel of independent mediators and arbitrators
from numerous law firms, who are experienced commercial and
bankruptcy trial lawyers as well as experienced neutrals.

"Evaluative mediation is usually favored by participants in
bankruptcy and commercial dispute resolutions," said veteran trial
lawyer John Graham, a partner at Jeffer Mangels Butler & Mitchell
LLP and co-manager of 9019BAM!.  "Our neutrals have the depth and
experience to deliver the type of recommendations and opinions
that matter when the parties need to know what might occur should
the case go back to court."

Mr. Graham also noted that "Bankruptcy Rule 9019(c) allows
contested matters, including discovery disputes, to be resolved by
arbitration if the parties agree.  This provision is vastly
underutilized, but can provide in certain cases a more efficient
resolution process than the courts.  Valuation disputes in
particular lend themselves to resolution in this manner,
especially through 'baseball style arbitration' where the
arbitrator will select one party's figure or the other's."

"As a practicing lawyer, I know how frustrating it can be to
clients who have to wait for months for a trial date, due to
backlogs in courts throughout California," said 9019BAM!
co-manager, Leonard Shulman, a partner at Shulman Hodges & Bastian
LLP.  "Mediation or arbitration can provide a quicker result, but
lawyers can be reluctant to use neutrals who don't have the
specialized experience required for certain complex matters.
That's where we come in."

Lawyers looking for the right mediator or arbitrator can visit the
9019BAM! website, review the background and experience of
available neutrals, and click on "Schedule a Neutral," to view the
selected neutral's calendar, in real time.  This allows lawyers to
schedule their mediation or arbitration on consecutive days, at a
time that is convenient.  This unique online calendaring system
allows parties to propose and confirm dates and easily address the
complicated scheduling issues that often hinder the mediation and
arbitration process.

"With the right mediator or arbitrator the process should work for
all involved," said Mr. Graham.  "If we cannot add value to the
mediation or arbitration by providing a specialist who fits the
case, we will not take the matter."


* Kramer Levin Partner Scores Supreme Court Advisory Post
---------------------------------------------------------
Thomas Moers Mayer, partner and co-chair of Kramer Levin Naftalis
& Frankel LLP's Corporate Restructuring and Bankruptcy Department,
has been appointed to the Judicial Conference Committee on
Bankruptcy Rules by Chief Justice John Roberts.

The Judicial Conference Committee on Bankruptcy Rules conducts
basic studies and proposes recommendations of Federal rules. The
proposals are sent through the standing Committee on Rules of
Practice and proceeds to the Judicial Conference of the United
States, ultimately reaching the Supreme Court for approval.


* New Bankruptcy Fees to Take Effect June 1
-------------------------------------------
Several bankruptcy fees will increase on June 1, under amendments
to the Bankruptcy Court Miscellaneous Fee Schedule that were
approved in March by the Judicial Conference of the United States.
The scheduled changes include:

    A $57 increase to the adversary filing fee in bankruptcy
proceedings, from $293 to $350. The new fee will be equivalent to
civil filing fees in federal district courts.

    A new, differentiated administrative fee structure will be
assessed at filing in every bankruptcy case. Currently $46 in all
cases, the administrative fee will be $75 for cases filed under
Chapters 7, 12 and 13, and $550 for cases filed under Chapters 9,
11 and 15.

The Judicial Conference also approved separate administrative fees
when married couples divide a bankruptcy filing into two cases,
often because a divorce or separation occurs while a case is being
adjudicated.

                           *     *     *

Jacqueline Palank, writing for The Wall Street Journal, reported
that to file a Chapter 11 case, a debtor must pay $1,167 in
addition to the administrative fee, the report said.  The filing
fee was increased from $1,000 in November 2012, the report noted.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Roy Frederick Smally and Yolande Mitchell-Smally
   Bankr. E.D. Cal. Case No. 14-24689
      Chapter 11 Petition filed May 5, 2014

In re Tesla Electric Armature and Machine
   Bankr. M.D. Fla. Case No. 14-02228
     Chapter 11 Petition filed May 5, 2014
         Filed Pro Se

In re Jim Nathan Mikel
   Bankr. W.D. Tex. Case No. 14-10717
      Chapter 11 Petition filed May 6, 2014

In re Michael Stockton Marix
   Bankr. C.D. Cal. Case No. 14-19225
      Chapter 11 Petition filed May 12, 2014

In re Gurrie C. Rhoads
   Bankr. N.D. Ill. Case No. 14-17886
      Chapter 11 Petition filed May 12, 2014

In re David K. Harris
   Bankr. W.D. Mo. Case No. 14-60630
      Chapter 11 Petition filed May 13, 2014

In re ABC Wrecker & Towing, Inc.
        dba ABC Towing
   Bankr. E.D.N.C. Case No. 14-02725
     Chapter 11 Petition filed May 12, 2014
         See http://bankrupt.com/misc/nceb14-02725.pdf
         represented by: Clayton W. Cheek, Esq.
                         OLIVER FRIESEN CHEEK, PLLC
                         E-mail: cwc@ofc-law.com

In re Arthur E. Gemmell and Carol A. Gemmell
   Bankr. W.D. Pa. Case No. 14-70335
      Chapter 11 Petition filed May 12, 2014

In re LaBruzzo Woodlands, LLC
   Bankr. W.D. Pa. Case No. 14-10572
     Chapter 11 Petition filed May 13, 2014
         See http://bankrupt.com/misc/pawb14-10572.pdf
         represented by: Donald R. Calaiaro, Esq.
                         CALAIARO VALENCIK
                         E-mail: dcalaiaro@c-vlaw.com

In re Information Technology Warehouse Inc.
        aka IT Warehouse, Inc.
   Bankr. D. P.R. Case No. 14-03886
     Chapter 11 Petition filed May 13, 2014
         See http://bankrupt.com/misc/prb14-03886.pdf
         represented by: Luis D. Flores Gonzalez, Esq.
                         LUIS D. FLORES GONZALEZ LAW OFFICE
                         E-mail: ldfglaw@coqui.net

In re JCF of Lockport Inc.
   Bankr. N.D. Ill. Case No. 14-18091
     Chapter 11 Petition filed May 13, 2014
         See http://bankrupt.com/misc/ilnb14-18091.pdf
         represented by: O. Allan Fridman, Esq.
                         WALLACH MICHALEC FRIDMAN, P.C.
                         E-mail: allanfridman@gmail.com

In re Peter James Eppie
   Bankr. D.N.J. Case No. 14-19633
      Chapter 11 Petition filed May 13, 2014

In re Charles Aushby Jenkins, Jr.
   Bankr. E.D. Va. Case No. 14-11801
      Chapter 11 Petition filed May 13, 2014

In re Lillie F. Justice
   Bankr. E.D. Va. Case No. 14-71768
      Chapter 11 Petition filed May 13, 2014


In re Richard James O'Linn, II
   Bankr. C.D. Cal. Case No. 14-10996
      Chapter 11 Petition filed May 14, 2014

In re John M. Genga and Hilary B. Genga
   Bankr. C.D. Cal. Case No. 14-12529
      Chapter 11 Petition filed May 14, 2014

In re Mega Amusement, Inc.
   Bankr. N.D. Ga. Case No. 14-59503
     Chapter 11 Petition filed May 14, 2014
         See http://bankrupt.com/misc/ganb14-59503.pdf
         represented by: Steven R. Webster, Esq.
                         THE WEBSTER FIRM, PC
                         E-mail: swebster@twflaw.com

In re Stjepan Jumic and Theresa Jumic
   Bankr. N.D. Ill. Case No. 14-18209
      Chapter 11 Petition filed May 14, 2014

In re Trevor Lloyd-Jones
   Bankr. S.D. Ind. Case No. 14-04497
      Chapter 11 Petition filed May 14, 2014

In re James R. Russell, Jr. and Carolyn P. Russell
   Bankr. D. Md. Case No. 14-17848
      Chapter 11 Petition filed May 14, 2014

In re D&D Products, LLC
   Bankr. E.D. Mich. Case No. 14-48406
     Chapter 11 Petition filed May 14, 2014
         See http://bankrupt.com/misc/mieb14-48406.pdf
         represented by: Donald C. Darnell, Esq.
                         DARNELL LAW OFFICES
                         E-mail: dondarnell@darnell-law.com

In re Moe's of Mounds View, Inc.
   Bankr. D. Minn. Case No. 14-32064
     Chapter 11 Petition filed May 14, 2014
         See http://bankrupt.com/misc/mnb14-32064.pdf
         represented by: Steven B. Nosek, Esq.
                         STEVEN B. NOSEK, P.A.
                         E-mail: snosek@noseklawfirm.com

In re H and P at Broad, LLC
   Bankr. E.D.N.Y. Case No. 14-42412
     Chapter 11 Petition filed May 15, 2014
         See http://bankrupt.com/misc/nyeb14-42412.pdf
         represented by: Michael L. Hurwitz, Esq.
                         THE HURWITZ LAW FIRM, P.C.
                         E-mail: mlh@thehurwitzlawfirm.com

In re Shivon, LLC
        dba Twin Donut
   Bankr. S.D.N.Y. Case No. 14-11448
     Chapter 11 Petition filed May 14, 2014
         See http://bankrupt.com/misc/nysb14-11448.pdf
         represented by: Rachel S. Blumenfeld, Esq.
                         LAW OFFICES OF RACHEL S. BLUMENFELD
                         E-mail: rblmnf@aol.com

In re Ahmad Salehzadeh
   Bankr. S.D.N.Y. Case No. 14-22666
      Chapter 11 Petition filed May 14, 2014

In re Rolando G. Sanchez
   Bankr. S.D.N.Y. Case No. 14-22667
      Chapter 11 Petition filed May 14, 2014

In re John G. DiSaverio
   Bankr. E.D. Pa. Case No. 14-13917
      Chapter 11 Petition filed May 14, 2014

In re Danny Quentin Humphrey and Jennifer Lee Humphrey
   Bankr. D. Utah Case No. 14-25038
      Chapter 11 Petition filed May 14, 2014

In re Zen Bar Concepts, LLC
   Bankr. E.D. Va. Case No. 14-11834
     Chapter 11 Petition filed May 14, 2014
         See http://bankrupt.com/misc/vaeb14-11834.pdf
         represented by: Bhavik Dalpat Patel, Esq.
                         MACDOWELL LAW GROUP, P.C.
                         E-mail: bdp@macdowelllaw.com

In re Neil B. Sherman
   Bankr. D. Ariz. Case No. 14-07428
      Chapter 11 Petition filed May 15, 2014

In re Apache Foot & Ankle Specialist, LLC
   Bankr. D. Nev. Case No. 14-13452
     Chapter 11 Petition filed May 15, 2014
         See http://bankrupt.com/misc/nvb14-13542.pdf
         represented by: Caleb M. Zobrist, Esq.
                         TRUITT & ASSOCIATES
                         E-mail: caleb@halfpricelawyers.com

In re Kids by the Bunch, Ltd.
   Bankr. E.D.N.Y. Case No. 14-72237
     Chapter 11 Petition filed May 15, 2014
         See http://bankrupt.com/misc/nyeb14-72237.pdf
         represented by: Marc A. Pergament, Esq.
                         WEINBERG GROSS & PERGAMENT, LLP
                         E-mail: mpergament@wgplaw.com

In re John Christopoulos
   Bankr. W.D. Pa. Case No. 14-21998
      Chapter 11 Petition filed May 15, 2014

In re Earl K. Verner
   Bankr. N.D. Tex. Case No. 14-42024
      Chapter 11 Petition filed May 15, 2014

In re Steven Charles Creech
   Bankr. W.D. Tex. Case No. 14-60432
      Chapter 11 Petition filed May 15, 2014

In re McKen, LLC
   Bankr. W.D. Tex. Case No. 14-51309
     Chapter 11 Petition filed May 15, 2014
         See http://bankrupt.com/misc/txwb14-51309.pdf
         represented by: William R. Davis, Jr, Esq.
                         LANGLEY & BANACK, INC
                         E-mail: wrdavis@langleybanack.com

In re Danny R. Planavsky
   Bankr. S.D. Fla. Case No. 14-21150
      Chapter 11 Petition filed May 15, 2014

In re Albert Andrew and Chama Andrew
   Bankr. N.D. Ill. Case No. 14-81559
      Chapter 11 Petition filed May 15, 2014

In re White Lake Inn and Tavern, LLC
   Bankr. D. N.H. Case No. 14-10996
     Chapter 11 Petition filed May 15, 2014
         See http://bankrupt.com/misc/nhb14-10996.pdf
         represented by: William J. Amann, Esq.
                         CRAIG, DEACHMAN & AMANN, PLLC
                         E-mail: wamann@cda-law.com

In re Michael K. Petersen
   Bankr. D.N.J. Case No. 14-19864
      Chapter 11 Petition filed May 15, 2014

In re Joann Cook
   Bankr. M.D. Tenn. Case No. 14-03916
      Chapter 11 Petition filed May 15, 2014

In re Daniel Franklin Haines
   Bankr. W.D. Wash. Case No. 14-42762
      Chapter 11 Petition filed May 15, 2014

In re Tapas Fusion, LLC
   Bankr. D. Ariz. Case No. 14-07463
     Chapter 11 Petition filed May 16, 2014
         See http://bankrupt.com/misc/azb14-07463.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Miguel Lopez
   Bankr. C.D. Cal. Case No. 14-12564
      Chapter 11 Petition filed May 16, 2014

In re O'Oliver Corporation
       dba Red Mango Orland Park
   Bankr. N.D. Ill. Case No. 14-18498
     Chapter 11 Petition filed May 16, 2014
         See http://bankrupt.com/misc/ilnb14-18498.pdf
         represented by: Thomas R. Hitchcock, Esq.
                         HITCHCOCK & ASSOCIATES, P.C.
                         E-mail: tom@tomhitchcock.com

In re Thad Walther Devier
   Bankr. E.D. La. Case No. 14-11230
      Chapter 11 Petition filed May 16, 2014

In re Thomas Leroy Carns
   Bankr. D. Nev. Case No. 14-13475
      Chapter 11 Petition filed May 16, 2014

In re Nevcalar JGD Development, Inc. a Nevada Corporation
   Bankr. D. Nev. Case No. 14-13481
     Chapter 11 Petition filed May 16, 2014
         See http://bankrupt.com/misc/nvb14-13481.pdf
         represented by: David A. Riggi, Esq.
                         E-mail: darnvbk@gmail.com

In re Stanfield Price, Inc.
   Bankr. D. Nev. Case No. 14-13483
     Chapter 11 Petition filed May 16, 2014
         See http://bankrupt.com/misc/nvb14-13483.pdf
         represented by: David A. Riggi, Esq.
                         E-mail: darnvbk@gmail.com

In re Israel Leifer and Miriam Leifer
   Bankr. E.D.N.Y. Case No. 14-42492
      Chapter 11 Petition filed May 16, 2014

In re Suzanne J. Tyron
   Bankr. E.D. Pa. Case No. 14-13960
      Chapter 11 Petition filed May 16, 2014

In re 7 Salsas Inc.
   Bankr. N.D. Tex. Case No. 14-32421
     Chapter 11 Petition filed May 16, 2014
         See http://bankrupt.com/misc/txnb14-32421.pdf
         represented by: Juan A. Marquez, Esq.
                         JUAN A. MARQUEZ, PC
                         E-mail: abogado1@gmail.com

In re OryonTechnologies, LLC
   Bankr. N.D. Tex. Case No. 14-32416
     Chapter 11 Petition filed May 16, 2014
         See http://bankrupt.com/misc/txnb14-32416.pdf
         represented by: Patricia B. Tomasco, Esq.
                         JACKSON WALKER, LLP
                         E-mail: ptomasco@jw.com

In re Boulder Glen, LLC
   Bankr. W.D. Wash. Case No. 14-13819
     Chapter 11 Petition filed May 16, 2014
         Filed Pro Se

In re Trinity Automotive Center, Inc.
   Bankr. M.D. Fla. Case No. 14-02446
     Chapter 11 Petition filed May 17, 2014
         See http://bankrupt.com/misc/flmb14-02446.pdf
         represented by: Taylor J. King, Esq.
                         LAW OFFICES OF MICKLER & MICKLER, Esq.
                         E-mail: tjking@planlaw.com

In re Donald N. Hornstein
   Bankr. E.D. Va. Case No. 14-71822
      Chapter 11 Petition filed May 16, 2014

In re Raymond H. Alstadt and Joyce K. Alstadt
   Bankr. N.D. Ala. Case No. 14-81364
      Chapter 11 Petition filed May 19, 2014

In re Catrelia Magee
   Bankr. C.D. Cal. Case No. 14-19807
      Chapter 11 Petition filed May 19, 2014

In re Medcafe Westwood, LLC
   Bankr. C.D. Cal. Case No. 14-19827
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/cacb14-19827.pdf
         represented by: Lewis R. Landau, Esq.
                         HORGAN ROSEN BECKHAM & COREN, LLP
                         E-mail: LLandau@HorganRosen.com

In re Jeffrey J. DeRosia and Catina C. DeRosia
   Bankr. E.D. La. Case No. 14-11244
      Chapter 11 Petition filed May 19, 2014

In re Review Systems, Inc.
   Bankr. E.D. Mich. Case No. 14-48658
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/mieb14-48658.pdf
         represented by: Lynn M. Brimer, Esq.
                         STROBL & SHARP, PC
                         E-mail: lbrimer@stroblpc.com

In re Born Again United Church Apostolic, Inc.
   Bankr. S.D.N.Y. Case No. 14-22686
     Chapter 11 Petition filed May 19, 2014
         Filed Pro Se

In re Weekends Private Club Inc.
   Bankr. N.D. Tex. Case No. 14-32436
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/txnb14-32436.pdf
         represented by: Joyce W. Lindauer, Esq.
                         E-mail: joyce@joycelindauer.com

In re Northwest EMS Consultants, P.A.
        dba North Cypress EMS
   Bankr. N.D. Tex. Case No. 14-32437
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/txnb14-32437.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Farmers Foods Highland Springs, LLC
   Bankr. E.D. Va. Case No. 14-32754
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/vaeb14-32754.pdf
         represented by: David K. Spiro, Esq.
                         HIRSCHLER FLEISCHER
                         E-mail: dspiro@hf-law.com

In re Bob & Stan, LLC
   Bankr. D. Ariz. Case No. 14-07548
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/azb14-07548.pdf
         represented by: Allan D. Newdelman, Esq.
                         ALLAN D. NEWDELMAN, P.C.
                         E-mail: anewdelman@adnlaw.net

In re Alexei M. Voychinsky
   Bankr. S.D. Fla. Case No. 14-21370
      Chapter 11 Petition filed May 19, 2014

In re Enterprise Distribution Corporation
   Bankr. D.N.J. Case No. 14-20163
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/njb14-20163.pdf
         represented by: Lawrence F. Morrison, Esq.
                         MORRISON TENENBAUM, PLLC
                         E-mail: morrlaw@aol.com

In re Michael Allen Mixson
   Bankr. E.D. Tenn. Case No. 14-12133
      Chapter 11 Petition filed May 19, 2014

In re Design Perfect Inc.
   Bankr. W.D. Wash. Case No. 14-13851
     Chapter 11 Petition filed May 19, 2014
         See http://bankrupt.com/misc/wawb14-13851.pdf
         represented by: Justin I. Mishkin, Esq.
                         INTEGRITY LAW GROUP, PLLC
                         E-mail: jmishkin@integritylawgroup.net

In re Jin Ho and Jeannette Ling Ho
   Bankr. D. Ariz. Case No. 14-07642
      Chapter 11 Petition filed May 20, 2014

In re Carla H. Ewing
   Bankr. S.D. Fla. Case No. 4-21517
      Chapter 11 Petition filed May 20, 2014

In re Merlene Luma Leandre
   Bankr. S.D. Fla. Case No. 14-21521
      Chapter 11 Petition filed May 20, 2014

In re Mitchell Weisberg
   Bankr. N.D. Ill. Case No. 14-18897
      Chapter 11 Petition filed May 20, 2014

In re 1871 Vauxhall, LLC
   Bankr. D.N.J. Case No. 14-20231
     Chapter 11 Petition filed May 20, 2014
         See http://bankrupt.com/misc/njb14-20231.pdf
         represented by: Leonard S. Singer, Esq.
                         ZAZELLA & SINGER, ESQS.
                         E-mail: zsbankruptcy@gmail.com

In re AK Partners & Associates, LLC
   Bankr. E.D. Pa. Case No. 14-14061
     Chapter 11 Petition filed May 20, 2014
         See http://bankrupt.com/misc/paeb14-14061.pdf
         represented by: Roger V. Ashodian, Esq.
                         REGIONAL BANKRUPTCY CENTER OF SE, P.A.
                         E-mail: ecf@schollashodian.com

In re Experian Estates, LLC
        dba The Fedora Lounge
   Bankr. S.D. Tex. Case No. 14-32827
     Chapter 11 Petition filed May 20, 2014
         See http://bankrupt.com/misc/txsb14-32827.pdf
         represented by: Dinesh H. Singhal, Esq.
                         THE SINGHAL LAW FIRM
                         E-mail: dineshsinghal@gmail.com



                             *********

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 ***