TCR_Public/140526.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 26, 2014, Vol. 18, No. 144

                            Headlines

3011 NORTHWEST: Case Summary & 18 Largest Unsecured Creditors
ABERDEEN LAND: Hires KapilaMukamal as Financial Consultants
ACCIPITER COMMUNICATIONS: Panel Hires Stinson Leonard as Counsel
AGFEED USA: Plan Filing Exclusivity Extended to June 5
ALLEGRO APARTMENTS: Case Summary & 12 Unsecured Creditors

ALPHA NATURAL: Bank Debt Trades at 4% Off
ARALCO SA: Bondholders Said Preparing Bid to Avert Chapter 11
ARCHDIOCESE OF MILWAUKEE: Creditors See Appeal as Bar to Plan
ARIZONA CHEMICAL: Moody's Affirms Ba3 CFR & Rates New Debt Ba3
ARIZONA CHEMICAL: S&P Assigns BB- Rating to Proposed 1st Lien Debt

AUTOMATED BUSINESS: Plan Disclosure Statement Due by May 30
AUTOMATED BUSINESS: Panel Hires Dixon Hughes as Financial Advisors
AUXILIUM PHARMACEUTICALS: 7 Directors Elected at Annual Meeting
BERNARD L. MADOFF: Judge Paves Way for End of Clawback Suits
BOOZ ALLEN: Dividend Increase No Impact on Moody's 'Ba3' CFR

BUNGE LTD: Fitch Affirms 'BB+' Preference Shares Rating
CABEL PROPERTIES: Files for Chapter 11 to Assume Agreement
CABEL PROPERTIES: Proposes Klehr Harrison as Counsel
CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
CAESARS ENTERTAINMENT: Bondholders Feel the Pressure

CANCER GENETICS: Stockholders Elect 8 Directors
CASH STORE: Implements Leadership Changes Under Reorganization
CERAGENIX CORP: 10th Circ. Denies Whistleblower's Arbitration Bid
CHECK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
CLAIRE'S STORES: Amends Fiscal 2014 Annual Report

COLUMBIA SAVINGS: FDIC Named as Receiver; UFB Assumes Deposit
CONSTRUCTORA DE HATO: Has Until July 1 to File Plan & Outline
CREATIVE CIRCLE: S&P Assigns 'B' CCR; Outlook Stable
DOLAN COMPANY: Equity Panel Hires Brown Rudnick as Co-counsel
DOLAN COMPANY: Equity Panel Retains Bayard as Co-counsel

DOLAN COMPANY: Equity Panel Taps Goldin Associates as Advisors
DUPLICATION MANAGEMENT: Lawyers Stuck With Contingency Fees
EASTMAN KODAK: Settling Remaining Environmental Remediation Claims
EASTMAN KODAK: John McMullen Named VP & Chief Financial Officer
ENERGY FUTURE: Chapter 11 Case to Remain in Delaware

ENERGY FUTURE: Has $1.9 Billion Second Lien DIP Facility
ENERGY FUTURE: To Continue Non-Insider Compensation Programs
ENERGY FUTURE: Wants Schedules Filing Deadline Moved to June 30
ENERGY FUTURE: Discloses Initial Results of First Lien Settlement
ENERGY TRANSFER: $500MM Upsize No Impact on Moody's Ba2 Rating

ENERGY TRANSFER: Fitch Assigns 'BB+' Rating to 2024 Notes
ENVISION HEALTHCARE: Moody's Hikes Corporate Family Rating to B1
EXIDE TECH: Wants Plan Exclusivity Extended Until July 31
FIRST FINANCIAL: Three Directors Elected at Annual Meeting
FISKER AUTOMOTIVE: AlixPartners to Provide IP Valuation Services

FLORIDA GAMING: Receiver Wants to be Relieved from Duties
FREEPORT TECHNOLOGIES: Case Summary & 20 To Unsecured Creditors
FRESH & EASY: Disclosure Statement Approval Hearing on May 30
GENERAL MOTORS: Union Says New Co. Still Owes $450M in Benefits
GETTY IMAGES: Bank Debt Trades at 4% Off

GLOBAL AVIATION: To Sell Remaining Assets at Auction
GMG CAPITAL: Creditors Have Until June 27 to File Claims
GRACE OF GOD MINISTRIES: Case Summary & 7 Top Unsecured Creditors
H & L MEDICAL: Case Summary & 20 Largest Unsecured Creditors
HDG MANSUR: Case Summary & Largest Unsecured Creditors

HDGM ADVISORY: Sharia Fund Manager Files Ch. 11 to Halt Judgment
HDOS ENTERPRISES: Wants Plan Filing Date Extended to Aug. 4
HEALOGICS INC: Moody's Places B2 CFR on Review for Downgrade
HERITAGE PARTNERS: Stroock Ducks $80M Malpractice Suit
HEXCEL CORP: S&P Raises CCR From 'BB+', Removed From Rating Watch

HOSPITALITY STAFFING: Case Removal Period Extended to June 23
HOSPITALITY STAFFING: Plan Filing Exclusivity Extended to June 27
HOWREY LLP: Creditors Slam Trustee's $4.2-Mil. Deal
HUB 1: Case Summary & 12 Largest Unsecured Creditors
INTERFAITH MEDICAL: June 9 Hearing on Bid to Dismiss Ch. 11 Case

IRISH BANK: Judge Sontchi Explains Chapter 15 Ruling
JAMES RIVER: Committee Seeks Approval to Hire LeClairRyan
JAMES RIVER: Committee Taps Blackstone as Investment Banker
JAMES RIVER: Committee Wants to Hire GCG as Information Agent
JAMESPORT DEVELOPMENT: Gets Court Approval to Hire Accountant

JMR DEVELOPMENT: Bid to Convert Case to Ch. 7 Granted
KID BRANDS: Gets Default from Lender, Can't Pay Debt
KID BRANDS: Suspends Wood Furniture Operations of LaJobi Unit
KID BRANDS: Files Form 10-Q, Incurs $31.7 Million Net Loss in Q1
LCI HOLDING: Justice Department Appeals IRS 'Gift' Case

LEAR CORPORATION: Agrees to $8.75MM Auto Parts Price-Fixing Deal
LEVEL 3: Stockholders Elected 11 Directors
LOFINO PROPERTIES: First Financial, Ch.11 Trustee File Joint Plan
LOFINO PROPERTIES: Southland Property to Be Auctioned Off May 29
LOFINO PROPERTIES: June 5 Hearing on Glicny's Bid to Foreclose

LPV SOUTHAVEN: Case Summary & 20 Largest Unsecured Creditors
LRB NURSES REGISTRY: Voluntary Chapter 11 Case Summary
LUPATECH S.A.: Chapter 15 Case Summary
MARTIFER AURORA: Needs Time to File Plan; Still Selecting Buyer
METRO FORT: Case Summary & 2 Largest Unsecured Creditors

MILLER HEIMAN: Bank Debt Trades at 4% Off
MONARCH COMMUNITY: Shareholders Elected Three Directors
MONTAGE TECHNOLOGY: Receives NASDAQ Listing Non-Compliance Notice
MT. GOX: Plan To Resurrect Exchange Can Be Pitched To Trustee
NAVIENT CORP: Ability to Repay Debt is Under Pressure, Fitch Says

NET ELEMENT: Drew Freeman Appointed to Board of Directors
NOBLE LOGISTICS: Court Approves Sale to Gladstone
OCZ TECHNOLOGY: Files Liquidating Plan for July Confirmation
OVERSEAS SHIPHOLDING: Plan Outline Hearing Moved to Tuesday
OVERSEAS SHIPHOLDING: Rights Offering Raised to $1.505 Billion

OVERSEAS SHIPHOLDING: Settles Class Suit, Rift With CEXIM & DSF
PEANUT CORP: Former Exec Pleads Guilty In Deadly Salmonella Case
PEREGRINE FINANCIAL: Reaches $10M Deal With Ponzi Victims
POST HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating
PLATINUM PROPERTIES: To Fund Plan From Asset Sale to PPMC

Q&Q REALTY: Case Summary & 5 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Wife Hit With Judgment for Stolen Property
SALT VERDE: Moody's Hikes Gas Revenue Bond Rating to 'Ba1'
SEGA BIOFUELS: Negotiates with Creditors, Amends Plan
SENTINEL MANAGEMENT: Former CEO Urges Acquittal

SHA LLC: A.M. Best Affirms 'B' FSR & Alters Outlook to Negative
SIFCO SA: Bondholders Raise Specter of Fraudulent Transfer
SMHC LLC: Court Okays Paul Nida as Special Counsel
SUNTECH POWER: Cayman Liquidators File Status Report
SUNTECH POWER: Swiss Administrator Calls for Creditors Meeting

SURVEYMONKEY INC: S&P Keeps B Secured Facility Rating Over Upsize
TLC HEALTH: Can Employ Hodgson Russ as Special Counsel
TOMSTEN INC: Plan Agent's Claim Objection Deadline Extended
TOYS R US: Bank Debt Trades at 16% Off
TRANSBRASIL S.A.: Trustees Want Sanctions Over Subpoena

TRAVELPORT HOLDINGS: Unit to Sell 7.5MM Common Shares of Orbitz
UNIVERSAL LOGISTICS: Voluntary Chapter 11 Case Summary
VAIL RESORT: Court Ruling No Impact on Moody's Ba2 CFR
VANTIV LLC: Moody's Rates Senior Debt Facilities '(P)Ba3'
VANTIV LLC: S&P Lowers CCR to 'BB', Off CreditWatch

VAREL INTERNATIONAL: S&P Raises CCR From 'B-', Removed From Watch
VELTI DR LIMITED: UK Administrators File Ch. 15 Petition
VPR OPERATING: Committee Plan Declared Effective Despite Appeal
WALKER LAND: Galusha Higgins to Provide Audit and Accounting Work
WASHINGTON MUNICIPAL PROPERTIES: Voluntary Chapter 9 Case Summary

WEST EDGE: Voluntary Chapter 11 Case Summary
WHITEHALL JEWELERS: Registration of Securities Revoked
WOODFOREST SQUARE: Case Summary & 7 Largest Unsecured Creditors
ZALE CORP: GAMCO to Assert Appraisal Rights Under Delaware Law

* Sinkfield Clone Loses on Strip Off in 11th Circuit
* Hoenig Says Bankruptcy Is Preferred Path for Big-Bank Failures
* Senate Version of Asbestos Trust Transparency Bill Emerges

* N.Y. Cracks Down on Debt Collectors in $16 Million Accord
* Key Democrats Signal Opposition to Fannie-Freddie Overhaul

* U.S. Consumer Credit Posts Largest Gain in a Year
* Some Investors Bet on Return to Reverse Mortgages
* Regulators See Growing Financial Risks Outside Traditional Banks
* Yellen Foresees Continued Low Borrowing Rates

* C. Scott Chabina Bags M&A Advisor's 2014 40 Under 40 Award
* David R. Gette Joins Marks Paneth as Tax Partner

* BOND PRICING -- For Week From May 19 to 23, 2014


                             *********


3011 NORTHWEST: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 3011 Northwest 36th Street, L.L.C.
        3620 NW 30 Avenue
        Miami, FL 33142

Case No.: 14-21803

Chapter 11 Petition Date: May 22, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Robert A Mark

Debtor's Counsel: Ronald G Neiwirth, Esq.
                  GORDON & REES LLP
                  200 South Biscayne Blvd., Ste. 4300
                  Miami, FL 33131
                  Tel: 305-428-5300
                  Fax: 877-634-7245
                  Email: rneiwirth@gordonrees.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brandon T. Timinsky, 3011 NW 36 St.
LLC, managing member.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-21803.pdf


ABERDEEN LAND: Hires KapilaMukamal as Financial Consultants
-----------------------------------------------------------
Aberdeen Land II, LLC seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Soneet R.
Kapila and KapilaMukamal, LLP as financial consultants and
accountants, nunc pro tunc to May 1, 2014.

The Debtor requires KapilaMukamal to:

   (a) evaluate the Debtor's financial condition including
       assessing the Debtor's operations and cash flow, assisting
       in projecting and monitoring monthly cash flow, and
       accounting and reporting on the use of cash collateral;

   (b) prepare monthly financial reports of the estate, as well as
       the schedules and statement of financial affairs the Debtor
       as required by the Bankruptcy Code;

   (c) review and evaluate the Debtor's chapter 11 plan and
       disclosure statement or other Plan(s) that may be filed in
       this case;

   (d) assist in the operation of the Debtor, if applicable;

   (e) review and prepare any and all financial information
       required of the Debtor's including its assets and
       liabilities;

   (f) review and analysis of the organizational structure of and
       Financial interrelationships among the Debtor, including a
       review of the books and records of such companies or
       persons as may be requested;

   (g) review and analysis of transfers to and from the Debtor to
       third parties, both pre-petition and post-petition;

   (h) attendance at meetings with the Debtor, its creditors, the
       attorneys of such parties, and with federal, state, and
       local tax authorities, if requested;

   (i) assist the Debtor in tax compliance;

   (j) review of the books and records of the Debtor for potential
       preference payments, fraudulent transfers, or any other
       matters that the Debtor may request; and

   (k) the rendering of such other assistance in the nature of
       accounting services, financial consulting or other
       financial projects as the Debtor may deem necessary,
       including assistance with the Debtor's Plan of Liquidation
       and Disclosure Statement as requested by Debtor's counsel.

KapilaMukamal will be paid at these hourly rates:

       Partners                  $380-$530
       Professionals             $120-$320
       Para Professionals        $100-$150

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

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

KapilaMukamal can be reached at:

       Soneet R. Kapila
       KAPILAMUKAMAL, LLP
       1000 South Federal Hwy, Suite 200
       Ft. Lauderdale, FL 33316
       Tel: (954) 761-1011
       Fax: (954) 761-1033
       E-mail: skapila@kapilaco.com

                      About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


ACCIPITER COMMUNICATIONS: Panel Hires Stinson Leonard as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Accipiter
Communications, Inc. dba Zona Communications sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Arizona to retain Stinson Leonard Street LLP as counsel for the
Committee, effective Apr. 23, 2014.

It is anticipated that Stinson Leonard will provide, among other
things, the following legal services to the Committee:

   (a) analysis of the Debtor's financial situations, and
       rendering advice to the New Committee in determining
       courses of action necessary for an effective
       reorganization;

   (b) preparation of and filling of pleadings and documents which
       may be required;

   (c) representation of the Committee at the meetings and
       hearings;

   (d) representation of the Committee in any and all adversary
       and contested matters, and other Court proceedings;

   (e) negotiations with the Debtor and other parties-in-interest;

   (f) investigation of the acts, conduct, assets, liabilities,
       and financial condition of the Debtor, the operation of the
       Debtor's related entities and business interests, and any
       matter relevant to the Debtor's case.
   (g) participation in the Debtor's Chapter 11 case to the extent
       it affects the rights and interests of the unsecured
       creditors of the Debtor including, without limitation, the
       formulation of a Chapter 11 plan of reorganization and
       confirmation of that plan;

   (h) preparation of a request for appointment of a trustee or
       examiner pursuant to 11 U.S.C. Section 1104;

   (i) prepare, file and contest a motion to convert the case to
       Chapter 7 for a material default in the confirmed Chapter
       11 plan;

   (j) the performance of any and all such other services as are
       in the interests of the Committee relevant to the Debtor's
       Chapter 11 case; and

   (k) such other representation as seems appropriate and
       necessary for the benefit of the Committee.

Stinson Leonard will be paid at these hourly rates:

       Alisa C. Lacey                $535
       Christopher Simpson           $435
       Christopher Graver            $440
       Rebecca McGee (paralegal)     $200

Stinson Leonard will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

Stinson Leonard can be reached at:

       Alisa C. Lacey, Esq.
       STINSON LEONARD STREET LLP
       1850 N. Central Avenue, Suite 2100
       Phoenix, AZ 85004-4584
       Tel: (602) 279-1600
       Fax: (602) 240-6925
       E-mail: alisa.lacey@stinsonleonard.com

                 About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409
residential subscribers and 231 business subscribers, including an
elementary school, an enforcement agency, a fire station, two
municipal water supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund ("USF"), which
is administered under the authority of the Federal Communications
Commission (the "FCC"), and capital debt financing provided under
a rural telecommunications loan program administered by the Rural
Utilities Service (the "RUS"), an agency of the U.S. Department of
Agriculture (the "USDA").

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately-held company, with 55.4% of the stock held
by Lewis van Amerongen.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.


AGFEED USA: Plan Filing Exclusivity Extended to June 5
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
AgFeed USA's reqeust for an extension of the exclusive periods to
file and solicit acceptances of a Chapter 11 plan of
reorganization.

The Exclusive Plan filing period is extended through and including
June 5, 2014.  The solicitation period is extended through and
including Aug. 4.

Judge Brendan L. Shannon said the order is without prejudice to
the Debtors seeking further extensin of tthe exclusivity periods.

As reported by the Troubled Company Reporter, AgFeed USA and its
affiliated debtors filed on April 21, 2014, a motion requesting an
extension of the exclusive period for the filing of a plan and
soliciting acceptances.  The Debtors' exclusive plan filing period
was to expire April 21 and the solicitation period was to expire
June 18, absent an extension.

The Debtors said they remain active and engaged in ongoing
negotiations with a number of constituencies in an effort to
resolve the outstanding issues in connection with the plan and
therefore reach an agreement.  The Debtors also asserted that they
have successfully addressed various important issues including
closing two sales, successfully defended a motion to appoint an
examiner, responded to discovery and negotiated a continuance of a
motion to appoint Chapter 11 Trustee, and reached a settlement
with the Securities and Exchange Commission.  The Debtors argued
that if granted the extension they intend to use it to achieve as
much consensus as possible and begin the process of achieving plan
confirmation on or before April 30.

The Debtors said the termination of the exclusive period would
adversely impact them by allowing any party in interest to file a
plan, this the Debtors say would upset the negotiating balance
they have achieved and would foster a chaotic environment,
therefore harm the Debtor's efforts to preserve and maximize the
value of their estates.

                       About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.

In October 2013, AgFeed completed the sale of the U.S. operations
to three buyers for $79.45 million, including $53.4 million in
cash.

In November 2013, the Court authorized AgFeed to sell its Chinese
assets to Hong Kong firm Good Charm International Development Ltd.
in a deal that is expected to net the debtor $45 million once
several highly negotiated price adjustments are factored in.  An
auction was held for the Chinese facilities on Nov. 20, although
no one emerged to top what was originally a $50.5 million bid.
The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

                          *     *     *

In December 2013, AgFeed filed a proposed plan of liquidation
showing all creditors as being paid in full, with interest.  The
Plan proposes to create a trust to prosecute lawsuits and collect
remaining assets.

As reported by the Troubled Company Reporter on May 21, 2014, the
Debtors filed their First Amended Chapter 11 Plan of Liquidation
and accompanying disclosure statement.  The Plan is supported by
the Official Committee of Equity Security Holders.  A copy of the
Disclosure Statement is available for free at:

            http://bankrupt.com/misc/Agfeed_1076_DS.PDF


ALLEGRO APARTMENTS: Case Summary & 12 Unsecured Creditors
---------------------------------------------------------
Debtor: Allegro Apartments, LLC
        2100 Valley Lo Lane
        Glenview, IL 60025

Case No.: 14-19324

Chapter 11 Petition Date: May 22, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Timothy A. Barnes

Debtor's Counsel: Alex Pirogovsky, Esq.
                  PIROGOVSKY LAW, LTD.
                  3000 Dundee Road, Suite 318
                  Northbrook, IL 60062
                  Tel: 847-999-0832
                  Fax: 847 580-4951
                  Email: alex@alexplaw.com

Total Assets: $2.42 million

Total Liabilities: $5.73 million

The petition was signed by Mark Mushinsky, member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-19324.pdf


ALPHA NATURAL: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources is a borrower traded in the secondary market at 96.06
cents-on-the-dollar during the week ended Friday, May 23, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.23 percentage points from the previous week, The Journal
relates.  Alpha Natural Resources pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
31, 2020, and carries Moody's Ba2 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


ARALCO SA: Bondholders Said Preparing Bid to Avert Chapter 11
-------------------------------------------------------------
Gerson Freitas Jr., writing for Bloomberg News, reported that
Aralco SA-Acucar & Alcool, the Brazilian sugar and ethanol
producer that filed for bankruptcy protection in March, will
negotiate new debt terms directly with bondholders in a bid to
cancel the judicial restructuring request, according to two people
with knowledge of the talks.

A group representing about 80 percent of bonds will present the
Aracatuba, Brazil-based company a proposal to forgo or delay some
payments, or a combination of both, the Bloomberg report said,
citing the people who asked not to be named because the extra-
judicial process is confidential and may not lead to a binding
accord.

Bondholders are also negotiating a standstill agreement with
creditor banks, one of the people said, the report related.  To
nullify the bankruptcy protection process, an accord would have to
be reached before the Brazilian court accepts the filing, the
report further related.

Sugar-producer bonds have plummeted after a glut of the sweetener
pushed prices to the lowest in almost four years while Brazil?s
inflation-fighting gasoline price caps also serve to contain
domestic ethanol prices, the report noted.


ARCHDIOCESE OF MILWAUKEE: Creditors See Appeal as Bar to Plan
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that for the Archdiocese of Milwaukee, the most
significant event so far in its three-year-old bankruptcy takes
place next month in the U.S. Court of Appeals in Chicago, where
sexual-abuse claimants will try to revive a lawsuit dismissed by a
district judge.

Had it not been dismissed in district court, the suit could have
made $54 million from a cemetery trust available to pay claims,
according to the report.  The bankruptcy judge in the meantime
will decide whether the pending appeal deprives her of the ability
to approve the church's Chapter 11 reorganization plan, the report
related.

The official creditors' committee, representing victims of clergy
sexual abuse, oppose the plan, which provides about $4 million to
compensate abuse victims, as inadequate, in large part because it
doesn't include the cemetery trust created with what they believe
was a fraudulent transfer of money belonging to the archdiocese,
the report further related.

With the appeal in mind, U.S. Bankruptcy Judge Susan V. Kelley in
Milwaukee contemplated an unusually long waiting period before
holding a hearing on approval of the plan in October, which means
a decision might come down in the meantime saying whether sexual
abuses claimants are entitled to the cemetery trust money, Mr.
Rochelle said.

              About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

                         *     *     *

Judge Susan Kelly has set the confirmation hearing for mid-October
2014.  Specifically, the dates for the confirmation hearing are
Oct. 14, 15, 16, and 17, to begin at 10:00 a.m. each day.


ARIZONA CHEMICAL: Moody's Affirms Ba3 CFR & Rates New Debt Ba3
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
(CFR) of Arizona Chemical Holdings Corporation, and assigned Ba3
and B1 ratings to its new $675 million first lien term loan and
$205 million second lien term loan facilities, respectively.
Proceeds from the new term loans will be used to refinance
existing debt, to pay a sponsor dividend of roughly $410 million,
and for fees and expenses. Moody's also rated the company's newly
refinanced 5-year $60 million revolver at Ba3. Arizona Chemical is
privately held by American Securities LLC's (75%) and Rh"ne
Capital LLC's (25%), and had revenues of nearly $1 billion in
2013. The outlook is stable.

Ratings assigned:

AZ Chem US Inc.

  $60mm Sr. Sec. Revolving Credit Facility due 2019 -- Ba3 (LGD3,
  43%)

  $675mm Sr. Sec. 1st Lien Term Loan B due 2021 -- Ba3 (LGD3,
  43%)

  $205mm Sr. Sec. 2nd Lien Term Loan B due 2022 -- B1 (LGD4, 61%)

Ratings affirmed:

Arizona Chemical Holding Corporation

  Corporate Family Rating -- Ba3

  Probability of Default Rating -- Ba3-PDR

  Outlook -- Stable

AZ Chem US Inc.

  Sr. Sec. 1st Lien Term Loan due 2017 -- Ba3 (LGD3, 43%)*

Outlook -- Stable

* To be withdrawn upon completion of the refinancing

Ratings Rationale

The Ba3 Corporate Family Rating (CFR) is constrained primarily by
Arizona Chemical's elevated leverage (4.6x pro forma for the
transaction, including Moody's standard adjustments), and the
frequency with which the sponsor has taken sizeable special
dividends (this is the fourth such transaction since 2010).
Factors further constraining the ratings include the company's
small revenue base, reliance on crude tall oil based products, and
large well funded competitors. While Moody's expect margins to
remain strong in 2014 (though lower than the particularly strong
levels of 2011 and early 2012), margins are governed by the
availability of substitutable products and can fluctuate
significantly.

The ratings are supported by strong free cash flow and profit
margins, along with Moody's expectation that margins will remain
attractive as a result of the advantaged feedstock position. Other
key factors supporting the Ba3 CFR are the company's market
positions, geographic diversification, record of debt reduction,
and long-lived customer and supplier relationships. The ratings
are further aided by high barriers to entry and a strong
relationship with International Paper - the key raw material
provider and minority owner.

Arizona Chemical's liquidity is supported by cash flow from
operations, a newly extended $60 million five year revolving
credit facility, and reasonable cash balances ($41 million as of
March 31, 2014). Cash Flow from Operations was greater than $130
million in 2013 and over the LTM ending March 31, 2014. The
revolver had no outstanding borrowings as of March 31, 2014. While
the revolver has a springing leverage covenant which is tested
when borrowings exceed 30% of availability, Moody's do not expect
it to be tested over the next 12-18 months. The new term loan
facilities are covenant-lite. The first lien has a 50% cash flow
sweep, beginning in December 31, 2014, which has leverage based
step-down provisions. There is no regular dividend distribution at
Arizona Chemical, but the company has frequently paid special
debt-financed dividends.

The stable outlook reflects Moody's expectation that Arizona
Chemical will generate adequate amounts of free cash flow over the
next 12-18 months to fund any normal business circumstances and
will reduce leverage below 4x. The rating has limited upside due
to the proposed dividend recapitalization resulting in increased
leverage. The rating could be downgraded if EBITDA margins
deteriorate, if leverage exceeds 4.5x in 12 months, and if free
cash flow to debt (excluding special dividends) nears breakeven
and is not used primarily for debt repayment.

The second lien term loan is rated one notch below the CFR and
first lien term loan due to its subordinated position in the
capital structure.

Arizona Chemical Holdings Corporation, headquartered in
Jacksonville, Florida, is a global leader in the production and
sales of pine based specialty chemicals. The company was acquired
by private equity sponsor American Securities LLC in 2010, from
private equity owner Rh"ne Capital LLC, who retained a minority
interest. The initial owner, International Paper (Baa3), also
retains a minority interest and provides key feedstock supply
contracts with Arizona Chemical. Revenues for the LTM ending March
31, 2014 were $989 million.


ARIZONA CHEMICAL: S&P Assigns BB- Rating to Proposed 1st Lien Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '2' recovery rating to AZ Chem US Inc.'s proposed first-lien
senior secured credit facilities, including a $60 million
revolving credit facility and $675 million term loan.  The '2'
recovery rating indicates S&P's expectation for substantial
recovery (70% to 90%) in the event of a payment default.

At the same time, S&P assigned its 'B-' issue-level rating and '6'
recovery rating to the company's proposed $205 million second-lien
term loan facility, indicating S&P's expectation of negligible
recovery (0% to 10%) in the event of a payment default.  Ratings
are based on preliminary terms and conditions.

S&P also affirmed its 'B+' corporate credit rating on ultimate
parent company Arizona Chemical Holdings Corp.  The outlook is
stable.

"The ratings on Jacksonville Fla.-based Arizona Chemical reflect
the company's concentration in the niche-based pine chemicals
market, where it compares favorably to competing products, and its
exposure to cyclical end markets," said Standard & Poor's credit
analyst Seamus Ryan.  The ratings also reflect the company's track
record of debt-funded dividend distributions following regular
debt prepayments from cash flow, which S&P expects to allow the
company to maintain debt to EBITDA below 5x.

The stable outlook reflects S&P's expectation that operating
performance will remain somewhat stable and allow the company to
generate free cash flow to reduce leverage.  S&P also expects that
the company will not increase leverage beyond the proposed level
and will take steps to maintain debt to EBITDA well below 5x.

S&P could lower the ratings if the company increases its debt
leverage beyond the level proposed in this transaction to fund
returns to shareholders.  S&P could also lower the ratings if a
combination of weak demand volume, falling selling prices, and raw
material price increases leads to revenue and gross margin
contracting by about 3% and 100 basis points, respectively.  These
scenarios would likely cause the company's debt to EBITDA to
weaken to above 5x.

Given Arizona Chemical's concentration in a niche business, as
well as financial policy limitations because of its financial
sponsor ownership, an upgrade over the next year is unlikely.
Nevertheless, S&P could raise the ratings if the company's
earnings volatility moderates or it strengthens its business risk
profile through new investments.


AUTOMATED BUSINESS: Plan Disclosure Statement Due by May 30
-----------------------------------------------------------
The U.S. Bankruptcy Court in Greenbelt, Maryland, granted the
request of Automated Business Power, Inc., and Automated Business
Power Holding Co., for an extension of the Debtors' time to file a
disclosure statement explaining their Chapter 11 Plan.

The Debtors filed a proposed Plan of Reorganization on May 5,
2014.

Judge Paul Mannes said extensions will be granted only upon
application of a party in interest, after notice and a
hearing, and for good cause shown.

The Debtors said in papers filed earlier this year that there has
not been sufficient time to formulate a plan of reorganization.
The Debtors said they have been compelled to engage in time-
consuming litigation with their secured creditor, PNC Bank,
concerning cash collateral, post-petition financing and other less
controversial subjects, including employment of the Debtors'
professionals.  Now that a number of the controversies have been
resolved, the Debtors said they would be able to devote the
necessary time to formulate and negotiate a plan.

PNC Bank, National Association, as agent and lender, objected to
an extension request.  PNC said permitting the exclusive period to
expire would place the parties on equal footing and encourage
negotiations.  It would also provide a needed counter balance --
the prospect of a competing plan would make a party think twice
before proposing a plan wholly unacceptable to the other.

                  About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co. filed their Chapter 11 petitions
(Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Debtor tapped Dickinson
Wright and Michael R. Holzman as Special ESOP Plan Counsel.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.


AUTOMATED BUSINESS: Panel Hires Dixon Hughes as Financial Advisors
------------------------------------------------------------------
Automated Business Power, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Maryland to employ Dixon Hughes Goodman LLP to perform an audit of
the Debtors' 2013 financial statements.

The Debtors also seek permission to pay the fees and expenses of
Dixon Hughes in the ordinary course of the Debtors' business,
without the requirement that Dixon Hughes apply to the Court for
approval of their fees, as long as the fees and expenses of Dixon
Hughes does not exceed an estimated amount by more than 15%.

The firm estimates that the fees and expenses associated with the
audit of the Debtors' 2013 financial statements to be $41,000 or
less.  The $41,000 figure includes $1,500 for the "inventory
observation" performed by the firm on Dec. 31, 2013.

The firm says it has not received a retainer against fees and
expenses.  The firm also does not hold a prepetition claim against
the Debtors.

Dixon Hughes can be reached at:

          DIXON HUGHES GOODMAN, LLP
          Certified Public Accountants and Advisors
          6525 Morrison Boulevard, Suite 500
          Charlotte, NC 28211

                  About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co. filed their Chapter 11 petitions
(Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Debtor tapped Dickinson
Wright and Michael R. Holzman as Special ESOP Plan Counsel.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.


AUXILIUM PHARMACEUTICALS: 7 Directors Elected at Annual Meeting
---------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., held its annual meeting of
stockholders on May 21, 2014, at which the stockholders:

  1. elected Rolf A. Classon, Adrian Adams, Peter C. Brandt,
     Oliver S. Fetzer, Ph.D., Paul A. Friedman, M.D., Nancy S.
     Lurker and William T. McKee as directors to serve on the
     Company's Board of Directors until the Company's 2015 Annual
     Meeting of Stockholders or until their respective successors
     will have been duly elected and qualified;

  2. ratified the selection by the Audit and Compliance Committee
     of the Board of PricewaterhouseCoopers LLP as the Company's
     independent registered public accounting firm for the fiscal
     year ending Dec. 31, 2014;

  3. approved, on an advisory basis, the compensation paid to the
     Company's named executive officers, as disclosed pursuant to
     the compensation disclosure rules of the U.S. Securities and
     Exchange Commission, including the compensation discussion
     and analysis, the compensation tables and any related
     materials disclosed in the Proxy Statement for the Meeting;

  4. approved the amendment and restatement of the Company's
     Certificate of Incorporation to increase the authorized
     common stock capital of the Company from 120,000,000 to
     150,000,000 shares; and

  5. approved the amendment and restatement of the Auxilium
     Pharmaceuticals, Inc., 2004 Equity Compensation Plan to
     increase the number of shares of Company common stock
     authorized for issuance under the Plan by 2,500,000 shares
     from 15,800,000 to 18,300,000 shares and to increase the
     fungible share counting ratio from 1.7 shares to 1.88 shares.

                           About Auxilium

Auxilium Pharmaceuticals, Inc., is a fully integrated specialty
biopharmaceutical company with a focus on developing and
commercializing innovative products for specialist audiences.
With a broad range of first- and second-line products across
multiple indications, Auxilium is an emerging leader in the men's
healthcare area and has strategically expanded its product
portfolio and pipeline in orthopedics, dermatology and other
therapeutic areas.  Auxilium now has a broad portfolio of 12
approved products.  Among other products in the U.S., Auxilium
markets edex(R) (alprostadil for injection), an injectable
treatment for erectile dysfunction, Osbon ErecAid(R), the leading
device for aiding erectile dysfunction, STENDRATM (avanafil), an
oral erectile dysfunction therapy, Testim(R) (testosterone gel)
for the topical treatment of hypogonadism, TESTOPEL(R)
(testosterone pellets) a long-acting implantable testosterone
replacement therapy, XIAFLEX(R) (collagenase clostridium
histolyticum or CCH) for the treatment of Peyronie's disease and
XIAFLEX for the treatment of Dupuytren's contracture.  The Company
also has programs in Phase 2 clinical development for the
treatment of Frozen Shoulder syndrome and cellulite.  To learn
more, please visit www.Auxilium.com.

As of March 31, 2014, the Company had $1.19 billion in total
assets, $985.73 million in total liabilities and $210.14 million
in total stockholders' equity.

                            *   *    *

As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2.  "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.

In the May 6, 2014, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Auxilium
Pharmaceuticals Inc. to 'CCC' from 'B-'.  "Our rating action on
Auxilium is predicated on our assessment of its liquidity profile
as "weak" and our expectation that the company is likely to
deplete its liquidity sources over the next 12 months," said
credit analyst Maryna Kandrukhin.


BERNARD L. MADOFF: Judge Paves Way for End of Clawback Suits
------------------------------------------------------------
Law360 reported that a New York federal judge has ruled that
defendants facing clawback suits from the trustee handling Bernie
Madoff's estate may move to dismiss those claims by showing that
he failed to plausibly allege a lack of good faith, according to
court documents.

According to the report, in a ruling issued April 27 but filed on
May 12, U.S. District Judge Jed S. Rakoff said that each of the
defendants -- various investors who profited as a result of
Madoff's notorious $65 billion Ponzi scheme -- may challenge
trustee Irving Picard's assumption that they were sophisticated
market participants who, while not necessarily aware of the
scheme, violated their duties by failing to investigate its
suspicious returns.

"In these ordinary circumstances, it is undisputed that a
'securities investor has no inherent duty to inquire about his
stockbroker,' and nothing in [the Securities Investor Protection
Act] creates such a duty. ... Absent a duty to investigate, a
customer's failure to do so does not equate with a lack of good
faith," the opinion said, the report related.

Judge Rakoff added that applying Picard's standard of good faith
would place a burden on investors that could threaten their
confidence and overall market stability, the report further
related.

Judge Rakoff cited a 2011 ruling by a fellow Southern District
judge, which held that claims under SIPA contending that a
defendant must be shown to have acted with "willful blindness" in
order to establish that they failed to act with good faith, which
was reaffirmed by another decision the following year, the report
added.


BOOZ ALLEN: Dividend Increase No Impact on Moody's 'Ba3' CFR
------------------------------------------------------------
Moody's Investors Service said that the announced ten percent
increase in Booz Allen Hamilton Inc.'s quarterly dividend to $0.11
per share from $0.10 per share, payable on June 30, 2014, is a
credit negative event but does not impact the company's ratings
including its Ba3 corporate family rating or its SGL-1 speculative
grade liquidity rating.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets. Booz Allen is headquartered in
McLean, Virginia, and reported revenues of approximately $5.5
billion for the last twelve months ended March 31, 2014.


BUNGE LTD: Fitch Affirms 'BB+' Preference Shares Rating
-------------------------------------------------------
Fitch Ratings has affirmed Bunge Ltd.'s 'BBB' long-term IDR.  The
ratings apply to approximately $5.9 billion of total outstanding
debt (granting 50% equity credit for Bunge's convertible
preference shares).

Key Rating Drivers

Bunge's overall earnings are concentrated in the agribusiness
segment that presently contributes around three-quarters of
overall revenues and operating income.  The agribusiness industry
has favorable long-term demand prospects from increased protein
consumption in developing nations as well as higher use of
biofuels across the globe.

Unadjusted debt leverage fluctuates in conjunction with commodity
prices, tending to increase when pricing rises as incremental debt
is needed to finance working capital demand.  Fitch sees Bunge's
unadjusted leverage generally falling in the range of 2.5x to
3.5x, and leverage adjusted for readily marketable inventories
(RMI) staying below 1.0x.

Bunge placed its sugar and bioenergy businesses under strategic
review, specifically related to the poor performance of the
industrial operations since the company meaningfully expanded the
business in February 2010.  Since that time, the sugar and
bioenergy segment has significantly underperformed leading to
pressure on Bunge's overall margin.  Timing of the action as well
as amount and use of proceeds are uncertain.

Bunge has extensive external sources of liquidity that acts as
strength while internal cash flow generation vacillates due to
inherent unpredictability of commodity pricing dramatically
affecting working capital needs. Bunge had $3.55 billion in
capacity available under its revolving bank agreements and
commercial paper program.  Bunge also had approximately $4.56
billion in readily marketable inventories of agricultural
commodities (including Fitch's 10% discretionary haircut) as of
March 31, 2014.

Leading Global Position in Oilseed Processing

Bunge's ratings reflect the company's strong presence in oilseed
processing, and some diversification across its business
portfolio.  Following the divestiture of the retail fertilizer
business and a possible sale of the sugar businesses as a result
of the strategic review currently underway, Bunge is more reliant
on earnings and cash flow generated from the agribusiness segment,
which currently represents around three-quarters of revenues and
operating income.  Relatively steady EBIT of the operating segment
over the past years at approximately $1 billion annually offset
losses from the sugar and bioenergy division.

Despite a rough start to the year, earnings support through the
year will stem from greater commercialization of Brazilian and
Argentinian harvests as well as potentially larger U.S. crops.
Excessive supply of soybeans in China may continue to pressure
margins over the near-term.  Fitch also anticipates that overall
earnings growth will be supported by increased contributions from
food and ingredients coupled with decreasing losses from the sugar
segment.

Fitch feels that Bunge can maintain overall EBITDA in the range of
$1.7 billion to $2 billion in most years underpinned by a minimum
of $1 billion of annual operating income derived from the
agribusiness segment.  Long-term, the outlook for the agriculture
industry is favorable given higher consumption of protein in
developing countries and increasing demand for biofuels.

Commodity Price Variations Impact Working Capital

Bunge along with other agricultural processors are subject to
commodity pricing volatility arising from a number of
uncertainties including weather conditions, animal disease
outbreaks, and government agricultural policy changes.  Higher
priced inventories drive increased leverage and pressure cash
flows, and vice versa when prices decline.  As such, free cash
flow (FCF, operating cash flow less dividends and capital
spending) jumps from positive to negative virtually every year.
FCF was negative $1.7 billion, $937 million and negative $173
million for 2012, 2013, and the LTM ending March 31, 2014,
respectively.

A price spike from drought conditions in the U.S. negatively
affected cash flow and working capital levels in 2012, while more
stable pricing resulting from abundant harvests has helped to
steady cash flows hence.  Cash flows this year will benefit from
capital preservation efforts, especially in the sugar business
that will ease overall spending to around $900 million.  Fitch
sees the possibility of consecutive years of positive FCF in 2014,
albeit modest.

Extensive External Liquidity Backstops Internal Cash Flow
Volatility

Bunge's extensive external sources of liquidity act as a strength
while internal cash flow generation fluctuates due to the inherent
instability of commodity pricing.  Bunge had $4.8 billion in
committed liquidity capacity under its revolving bank agreements
and commercial paper program at the end of the first quarter, of
which $3.55 billion was available.  Bunge Finance Europe B.V.
recently executed a new three-year $1.75 billion revolving credit
facility maturing in March 2017, replacing a prior $1.75 billion
credit facility.  Bunge can extend the new facility by two one-
year periods and expand capacity by $250 million, subject to
mutual agreement with the lenders.

Fitch recognizes additional support to Bunge's already strong
liquidity provided by RMI of agricultural commodities including
soybeans and sugar that totaled $4.56 billion on March 31, 2014.
RMI is highly liquid given widely available markets and
international pricing mechanisms.  In addition, Bunge also
participates in a $700 million receivables securitization program
and has $632 million in balance sheet cash and cash equivalents.

Short-Term Debt Stressing Leverage

Incremental debt utilized to finance working capital demands
places stress on leverage; however, Fitch sees gross leverage
(total debt to EBITDA) generally staying in the range of 2.5 times
(x) to 3.5x.  Fitch recognizes Bunge's commitment to an investment
grade credit rating via sustained balance sheet strength and
financial discipline. Total debt leverage rose to 3.5x for the LTM
ending March 31, 2014 from 2.5x at the end of 2013 due to a higher
level of short term borrowings to fund inventories of soybeans as
South America commercializes its harvest.

Higher earnings weighted to the second half of the year coupled
with a reduced debt load should yield gross leverage at the lower
half of the historical range, in Fitch's estimation.  Bunge's
coming long-term debt maturities are manageable given the company
will see $382 million in 5.1% unsecured notes maturing in July
2015.

Fitch also considers RMI in the evaluation of credit measures
utilizing a 10% discretionary reduction to Bunge's reported RMI.
In the RMI-adjusted debt leverage calculation, Fitch excludes
incremental debt utilized to fund the RMI and reduces EBITDA by
the amount of interest on the debt used to finance RMI (i.e RMI
interest is reclassified to costs of goods sold).  Similarly,
interest expense on debt used to finance RMI is excluded from
EBITDA and interest expense in the calculation of EBITDA-to-
interest coverage ratios.  Using the adjustments, RMI-adjusted
debt leverage was 0.8x and 0.4x, and RMI-adjusted interest
coverage was 4.8x and 6.2x for the LTM ending March 31, 2014 and
full year 2013, respectively.

Rating Sensitivities

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

-- Fitch is comfortable with Bunge operating with gross debt
leverage in the range of 2.5x to 3.5x. However, rating pressure
will arise if EBITDA compression and/or a higher debt load leads
to sustained unadjusted leverage exceeding 3.5x or RMI-adjusted
leverage rising above 1.0x;

-- A consistent lack of FFO coverage of capital spending and
dividends, such that meaningful incremental debt funding becomes
necessary;

-- A material increase in leverage from a significant debt
financed transaction, most likely a large acquisition.

Fitch sees a positive rating action as unlikely over the
intermediate term. However, Fitch will favorably view a commitment
to operate with total debt leverage in the vicinity of the low
2.0x range, coupled with material FCF generation for multiple
years.

Fitch affirms Bunge's rating with a Stable Outlook as follows:

Bunge Limited:

-- Long-term IDR at 'BBB';
-- Preference shares at 'BB+'.

Bunge Limited Finance Corp. (BLFC):

-- Long-term IDR at 'BBB';
-- Senior unsecured bank facility at 'BBB';
-- Senior unsecured notes at 'BBB'.

Bunge Finance Europe B.V. (BFE):

-- Long-term IDR at 'BBB';
-- Senior unsecured bank facility at 'BBB'.

Bunge N.A. Finance L.P. (BNAF):

-- Long-term IDR at 'BBB';
-- Senior unsecured notes at 'BBB'.


CABEL PROPERTIES: Files for Chapter 11 to Assume Agreement
----------------------------------------------------------
Cabel Properties, LLC, has sought Chapter 11 bankruptcy protection
to assume a purchase agreement in connection with a quarry in
Pennsylvania.

On Jan. 26, 2009, William R. Goodwin, Middle Creek Quarry, Inc.
and Bill Goodwin Excavating, Inc. entered into a purchase
agreement with Geoege A. Cabel pursuant to which Mr. Cabel and
Cabel Associates agreed to purchase certain real property located
at Owego Turnpike, Palmyra Township, Wayne County, PA, and which
is operated as a quarry.

Thereafter, beginning in May 2013, the Debtor assumed the rights
and obligations of the purchasers under the purchase agreement.

Pursuant to a management agreement entered into on or about Jan.
26, an affiliate of the Debtor agreed to manage the quarry during
the term of the purchase agreement.

Prior to the Petition Date, the Debtor and its affiliates
commenced an action in the Court of Common Pleas for Wayne County,
No 569-CIVIL-2013, seeking various relief against the sellers
under the Purchase Agreement.  During the pendency of the State
Court action, the sellers purported to convey 50% of the quarry to
E.R. Linde Construction Corp.

The Debtor's rights under the purchase agreement and the
management agreement constitute the primary assets of its estate
and have substantial value.  The Debtor said it has commenced the
Chapter 11 case in order to assume the purchase agreement, or
otherwise consummate the purchase agreement, and thereby acquire
the quarry.

                     About Cabel Properties

Cabel Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Pa. Case No. 14-02370) in Wilkes-Barre, Pennsylvania, on May 20,
2014.

Judge John J Thomas presides over the case.

The Tafton, Pennsylvania-based company is represented by Jeffrey D
Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg LLP, in
Philadelphia.


CABEL PROPERTIES: Proposes Klehr Harrison as Counsel
----------------------------------------------------
Cabel Properties, LLC, filed an application asking the bankruptcy
court for approval to employ Klehr Harrison Harvey Branzburg LLP
as its bankruptcy counsel, nunc pro tunc to the Petition Date.

Klehr Harrison will bill at its normal hourly rates:

          Position              Hourly Rate
          --------              -----------
          Partners              $325 to $600
          Associates            $205 to $325
          Paralegals            $120 to $190

The principal attorneys at the firm designated to represent the
Debtor's and their current hourly rates are:

                                         Hourly Rate
                                         -----------
          Jeffrey Kurtzman, Partner         $480
          Kathryn F. Perkins, Associate     $240

Jeffrey Kurtzman, a partner at the firm, attests that the firm
does not have any connection with or represent any adverse
interest to the Debtor, its creditors or any other party-in-
interest.

                     About Cabel Properties

Cabel Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Pa. Case No. 14-02370) in Wilkes-Barre, Pennsylvania, on May 20,
2014.

Judge John J Thomas presides over the case.

The Tafton, Pennsylvania-based company is represented by Jeffrey D
Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg LLP, in
Philadelphia.


CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.79 cents-on-the-dollar during the week ended Friday, May 23,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.55 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Bondholders Feel the Pressure
----------------------------------------------------
Natalie Harrison and Natalie Wright, writing for IFR/RLPC,
reported that current bondholders of debt-laden gaming giant
Caesars may see their future negotiating power being seriously
weakened as the credit agreement amendment proposes to remove the
corporate parent's guarantee behind bonds issued by the opco,
Caesars Entertainment Operating Company.

According to the report, analysts say this would significantly
weaken the position of current bondholders when CEOC, which is
groaning under some US$18bn in debt, heads to restructuring.

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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


CANCER GENETICS: Stockholders Elect 8 Directors
-----------------------------------------------
Cancer Genetics, Inc., held its annual meeting of shareholders on
May 22, 2014, at which the shareholders:

   (1) elected John Pappajohn (Chairman of the Board), Panna L.
       Sharma (President and Chief Executive Officer), Keith L.
       Brownlie, Edmund Cannon, Raju S.K. Chaganti, Ph.D.,
       Franklyn G. Prendergast, M.D., Ph.D., Paul R. Rothman,
       M.D., and Michael J. Welsh, M.D., to the Board of Directors
       to hold office until the next annual meeting or until their
       respective successors are duly elected and qualified or
       their earlier resignation or removal;

   (2) ratified the appointment of McGladrey LLP as the Company's
       independent registered public accounting firm for the year
       ending Dec. 31, 2014; and

   (3) approved certain changes to the Company's 2011 Equity
       Incentive Plan which includes an amendment to increase the
       shares reserved for issuance thereunder by 1,650,000
       shares.

The amendment and restatement of the 2011 Plan previously had been
approved by the Board, subject to approval by the Company's
shareholders.  The Board had previously also approved the grants
of an aggregate of 461,000 options and 110,000 shares of
restricted stock which were made subject to shareholder approval
of the 2011 Plan, including 50,000 shares of restricted stock to
Mr. Sharma, 90,000 options and 10,000 shares of restricted stock
to Edward J. Sitar, the Company's chief financial officer, 200,000
options to Dr. Chaganti, 100,000 options and 25,000 shares of
restricted stock to Mr. Pappajohn and 10,000 options and 5,000
shares of restricted stock to each non-employee director.

                      About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

Cancer Genetics reported a net loss of $12.37 million in 2013
following a net loss of $6.66 million in 2012.  As of Dec. 31,
2013, the Company had $55.15 million in total assets, $9.69
million in total liabilities and $45.46 million in total
stockholders' equity.


CASH STORE: Implements Leadership Changes Under Reorganization
--------------------------------------------------------------
The Cash Store Financial Services Inc. on May 22 disclosed that it
has made a number of executive leadership changes as part of its
reorganization efforts pursuant to the proceedings under the
Companies' Creditors Arrangement Act.  Effective immediately, the
following individuals are no longer with the Company:

Gordon Reykdal - Chief Executive Officer

Kevin Paetz - Chief Operating Officer and President

Halldor Kristjansson - Senior Executive Vice President, Banking
and Credit

Barret Reykdal - Senior Vice President, Retail Financial Services

Michael Thompson - Senior Vice President, Corporate Affairs

In addition, the Company has terminated its services agreements
with Bill Johnson and Dean Ozanne.

Over the course of the next week, the Chief Restructuring Officer,
William Aziz, will be working with members of the Cash Store
Financial management team to implement a revised leadership
structure.

Further details regarding the Company's CCAA proceedings are
available on the Monitor's website at
http://cfcanada.fticonsulting.com/cashstorefinancial/

                   About Cash Store Financial

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

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

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


CERAGENIX CORP: 10th Circ. Denies Whistleblower's Arbitration Bid
-----------------------------------------------------------------
Law360 reported that the Tenth Circuit affirmed a lower court's
decision to deny a former Ceragenix Pharmaceuticals Inc.
executive's motion to compel arbitration in a suit alleging the
now-defunct company's officers and directors fired him in
retaliation for reporting insider trading.

According to the report, a three-judge panel for the appellate
court said a Colorado district court was correct in finding that
bankrupt Ceragenix's CEO, chief financial officer and board
members were not bound by the arbitration clause in Carl Genberg's
employment agreement since they could not be considered alter egos
of the company.

Genberg had accused the company's top brass and attorney of firing
him, withholding pay and defaming him after he helped draft a
letter to the company's board saying its treatment of shareholders
was in violation of U.S. Securities and Exchange Commission proxy
rules, the report related.

"On appeal Mr. Genberg doesn't seem to dispute these conclusions
so much as contend the defendants should be bound to arbitrate
under the alternative theories of agency and estoppel," Circuit
Judge Neil M. Gorsuch wrote in the opinion for the court, the
report further related.  "But he didn't fairly present these legal
theories to the district court, that court did not consider them
in its ruling, and so under our precedent they are deemed forfeit
or waived," the report said.

The case is Genberg v. Porter, et al., Case No. 13-1140 (10th
Cir.).


CHECK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Check Holdings, LLC
           aka Landmark
           aka Landmark Group
        601 S. Henderson Rd., Suite 153
        King of Prussia, PA 19406

Case No.: 14-11304

Chapter 11 Petition Date: May 23, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Norman L. Pernick, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA
                  500 Delaware Avenue, Suite 1410
                  Wilmington, DE 19801
                  Tel: 302-652-3131
                  Fax: 302-652-3117
                  Email: npernick@coleschotz.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael St. Patrick Baxter, Chapter 11
trustee for Money Centers of America, Inc., the parent company.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb14-11304.pdf


CLAIRE'S STORES: Amends Fiscal 2014 Annual Report
-------------------------------------------------
Claire's Stores Inc., filed an amended annual report on Form 10-K
for the fiscal year ended Feb. 1, 2014, for purposes of including
the information in Part III of the Form 10-K, as permitted under
General Instruction G(3) to Form 10-K.  In connection with the
filing of this Amendment and pursuant to the rules of the SEC, the
Company is including with this Amendment certain currently dated
certifications of the chief executive officer and chief financial
officer.

In May 2007, the Company was acquired by investment funds and
certain co-investment vehicles managed by Apollo Management VI,
L.P., an affiliate of Apollo Global Management, LLC, through a
merger and Claire's Stores, Inc., became a wholly-owned subsidiary
of Claire's Inc.

A full-text copy of the Amended Annual Report is available for
free at http://is.gd/p83pc4

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.

The Company's balance sheet at Nov. 2, 2013, showed $2.73 billion
in total assets, $2.81 billion in total liabilities and a $89.32
million stockholders' deficit.

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


COLUMBIA SAVINGS: FDIC Named as Receiver; UFB Assumes Deposit
-------------------------------------------------------------
Columbia Savings Bank, in Cincinnati, Ohio, was closed by the Ohio
Division of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with United Fidelity Bank, FSB, in Evansville, Indiana,
to assume all of the deposits of Columbia Savings Bank.

The sole branch of Columbia Savings Bank will reopen as a branch
of United Fidelity Bank during their normal business hours.
Depositors of Columbia Savings Bank will automatically become
depositors of United Fidelity Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Columbia
Savings Bank should continue to use their current branch until
they receive notice from United Fidelity Bank, fsb that systems
conversions have been completed to allow full-service banking at
all branches of United Fidelity Bank, fsb.

Depositors of Columbia Savings Bank can continue to access their
money by writing checks or using ATM or debit cards. Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of March 31, 2014, Columbia Savings Bank had approximately
$36.5 million in total assets and $29.5 million in total deposits.
In addition to assuming all of the deposits of the Columbia

United Fidelity Bank agreed to purchase essentially all of the
failed bank's assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $5.3 million.  Compared to other alternatives,
United Fidelity Bank, fsb's acquisition was the least costly
resolution for the FDIC's DIF.  Columbia Savings Bank is the
eighth FDIC-insured institution to fail in the nation this year,
and the first in Ohio.  The last FDIC-insured institution closed
in the state was Bramble Savings Bank, Milford, on September 17,
2010.


CONSTRUCTORA DE HATO: Has Until July 1 to File Plan & Outline
-------------------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico extended until July 1, 2014, the time by
which Constructora de Hato Rey Incorporada's time to file the
disclosure statement and plan.

As previously reported by The Troubled Company Reporter, the
Debtor said the offers it has received thus far for the purchase
of its realty have been unreasonable, thus it has been unable to
liquidate its realty and raise the necessary funds to execute a
feasible Plan.  The Debtor is evaluating the possibility of hiring
a new real estate broker to sell or liquidate these assets.

                    About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.  It
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11)
in Old San Juan, Puerto Rico, on April 13, 2012.  The petition was
signed by Waldemar Carmona Gonzalez, president.  The Debtor is
represented by Charles Alfred Cuprill, Esq., at Charles A.
Curpill, PSC Law Office, in San Juan.  Luis R. Carrasquillo & Co.,
PSC, serves as financial consultant.  In its schedules, as
amended, the Debtor disclosed $10,701,724 in assets and $6,847,693
in liabilities.


CREATIVE CIRCLE: S&P Assigns 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services assigned Creative Circle LLC
its 'B' corporate credit rating.  The rating outlook is stable.

"At the same time, we assigned ratings to Creative Circle LLC's
proposed $200 million senior secured credit facilities.  The
credit facilities consist of a $150 million first-lien term loan
due 2020, a $15 million first-lien revolving credit facility due
2019, and a $35 million second-lien term loan due 2021.  We rated
the first-lien term loan and revolver 'B+' (one notch higher than
the 'B' corporate credit rating on the company) with a recovery
rating of '2', indicating our expectation of substantial (70%-90%)
recovery for lenders in the event of a payment default.  We rated
the second-lien loan 'CCC+' (two notches below the corporate
credit rating), with a recovery rating of '6', indicating
negligible (0%-10%) recovery for lenders," S&P said.

The company will use proceeds from the facilities to refinance its
unrated credit facilities and pay a special dividend to its
shareholders.

The 'B' corporate credit rating on Creative Circle reflects S&P's
assessment of the business risk profile as "weak" and its
financial risk profile as "aggressive."

The ratings reflect the company's relatively small size and niche
market position in the highly competitive and fragmented staffing
industry, risks related to its rapid organic growth, and the
vulnerability of its revenue to economic cycles.  The ratings also
reflect S&P's expectation that adjusted debt leverage will remain
between 4x and 5x over the intermediate term as a result of the
company's financial policies.

The stable rating outlook incorporates S&P's expectation that
operating performance will remain steady and liquidity will remain
adequate.


DOLAN COMPANY: Equity Panel Hires Brown Rudnick as Co-counsel
-------------------------------------------------------------
The Official Committee of Equity Security Holders of The Dolan
Company and its debtor-affiliates seeks authorization from the
U.S. Bankruptcy Court for the District of Delaware to retain Brown
Rudnick LLP as co-counsel for the Committee, nunc pro tunc to Apr.
24, 2014.

Subject to the direction of the Equity Committee and further order
of this Court, the professional services to be rendered by Brown
Rudnick to the Equity Committee will include:

   (a) assisting and advising the Equity Committee in its
       discussions with the Debtors and other parties in interest
       regarding the overall administration of these cases;

   (b) representing the Equity Committee at hearings to be held
       before this Court and communicating with the Equity
       Committee regarding the matters heard and the issues raised
       as well as the decisions and considerations of this Court;

   (c) assisting and advising the Equity Committee in its
       examination and analysis of the conduct of the Debtors'
       affairs;

   (d) reviewing and analyzing pleadings, orders, schedules, and
       other documents filed and to be filed with this Court by
       interested parties in these cases; advising the Equity
       Committee as to the necessity, propriety, and impact of the
       foregoing upon these cases; and consenting or objecting
       to pleadings or orders on behalf of the Equity Committee,
       as appropriate;

   (e) assisting the Equity Committee in preparing such
       applications, motions, memoranda, proposed orders, and
       other pleadings as may be required in support of positions
       taken by the Equity Committee, including all trial
       preparation as may be necessary;

   (f) conferring with the professionals retained by the Debtors
       and other parties in interest, as well as with such other
       professionals as may be selected and employed by the Equity
       Committee;

   (g) coordinating the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as such information as may be received from
       professionals engaged by the Equity Committee or
       other parties-in-interest in these cases;

   (h) participating in such examinations of the Debtors and other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
       avoidable transfers of property, or whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiating and formulating a plan of reorganization for
       the Debtors; and

   (j) assisting the Equity Committee generally in performing such
       Other services as may be desirable or required for the
       discharge of the Equity Committee's duties pursuant to
       section 1103 of the Bankruptcy Code.

Brown Rudnick will be paid at these hourly rates:

       Robert J. Stark             $1,155
       Steven B. Levine            $1,030
       Andrew Dash                 $1,095
       Attorneys                 $355-$1,190
       Paraprofessionals         $310-$370

Brown Rudnick will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

The Court for the District of Delaware will hold a hearing on the
application on May 27, 2014, at 10:00 a.m.  Objections were due
May 20, 2014.

Brown Rudnick can be reached at:

       Robert J. Stark, Esq.
       BROWN RUDNICK LLP
       Seven Times Square
       New York, NY 10036
       Tel: (212) 209-4800
       Fax: (212) 209-4801

                   About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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


DOLAN COMPANY: Equity Panel Retains Bayard as Co-counsel
--------------------------------------------------------
The Official Committee of Equity Security Holders of The Dolan
Company and its debtor-affiliates seeks authorization from the
U.S. Bankruptcy Court for the District of Delaware to retain
Bayard, P.A. as co-counsel for the Committee, nunc pro tunc to
Apr. 24, 2014.

The services Bayard has rendered and may be required to render for
the Equity Committee include, without limitation:

   (a) providing legal advice where necessary with respect to the
       Equity Committee's powers and duties;

   (b) assisting and advising the Equity Committee in its
       consultation with the Debtors and the U.S. Trustee relative
       to the administration of these cases;

   (c) assisting the Equity Committee and Brown Rudnick, as
       necessary, in the investigation of the acts, conduct,
       assets, liabilities and financial condition of the Debtors,
       the operation of the Debtors' businesses, and any other
       matter relevant to these cases or to the formulation of a
       plan or plans of reorganization;

   (d) assisting the Equity Committee and Brown Rudnick, where
       necessary, in the review, analysis and negotiation of the
       Debtors' Joint Prepackaged Plan of Reorganization Pursuant
       to Chapter 11 of the Bankruptcy Code;

   (e) providing legal advice regarding the Local Rules,
       practices, and procedures of this Court;

   (f) assisting in the preparation and revising of drafts of
       documents to ensure compliance with the Local Rules,
       practices, and procedures of this Court;

   (g) filing documents as requested by Brown Rudnick and
       coordinating service of the same;

   (h) appearing in Court and at any meeting of the Equity
       Committee and meetings between the Equity Committee and the
       Debtors;

   (i) monitoring the case docket and coordinating with Brown
       Rudnick on matters impacting the Equity Committee;

   (j) preparing, updating and distributing critical dates
       memoranda; and

   (k) performing all other legal services for the Equity
       Committee in connection with these chapter 11 cases.

Bayard will be paid at these hourly rates:

       Neil B. Glassman                   $890
       GianClaudio Finizio                $520
       Justin R. Alberto                  $395
       Larry Morton (paralegal)           $285
       Directors                        $450-$890
       Associates and Senior Counsel    $300-$415
       Paraprofessionals                $195-$285

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

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

The Court for the District of Delaware will hold a hearing on the
application on May 27, 2014, at 10:00 a.m.  Objections were due
May 20, 2014.

Bayard can be reached at:

       Neil B. Glassman, Esq.
       BAYARD P.A.
       222 Delaware Ave., Suite 900
       Wilmington, DE 19899
       Tel: (302) 655-5000
       Fax: (302) 658-6395

                   About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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


DOLAN COMPANY: Equity Panel Taps Goldin Associates as Advisors
--------------------------------------------------------------
The Official Committee of Equity Security Holders of The Dolan
Company and its debtor-affiliates seeks authorization from the
U.S. Bankruptcy Court for the District of Delaware to retain
Goldin Associates, LLC as financial advisor for the Committee,
nunc pro tunc to Apr. 28, 2014.

The services Goldin Associates has rendered and may be required to
render for the Equity Committee include, without limitation:

   (a) reviewing the Debtors' historical and financial information
       relating to the Debtors' businesses and operations;

   (b) reviewing the Debtors' business plan and prospects;

   (c) performing a valuation of the Debtors and analyzing issues
       and assumptions relating to other such valuations;

   (d) analyzing potential recoveries to the various creditor
       classes and interests;

   (e) assisting the Equity Committee to evaluate any plans of
       reorganization proposed by the Debtors or any other party;

   (f) assisting the Equity Committee to identify and evaluate
       potential providers of exit financing for a bankruptcy plan
       and the terms of any proposed financing;

   (g) assisting the Equity Committee to evaluate any sales
       proposed pursuant to section 363 of the Bankruptcy Code;

   (h) assisting the Equity Committee to formulate an alternative
       plan of reorganization or plan terms;

   (i) testifying, if necessary, in connection with contested
       matters during the bankruptcy proceedings; and

   (j) performing any other services as financial advisor to the
       Equity Committee that the Equity Committee may deem
       necessary or that may be requested by counsel or the Equity
       Committee.

Goldin Associates will be paid at these hourly rates:

       Senior Managing Director/
       Senior Special Advisor             $795-$950
       Managing Director/
       Senior Advisor                     $600-$750
       Director                           $500-$600
       Vice President                     $400-$500
       Analyst/Consultant                 $200-$300

Goldin Associates will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Marti P. Murray, senior managing director of Goldin Associates,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court for the District of Delaware will hold a hearing on the
application on May 27, 2014, at 10:00 a.m.  Objections were due
May 20, 2014.

Goldin Associates can be reached at:

       Marti P. Murray
       GOLDIN ASSOCIATES, LLC
       350 Fifth Avenue
       The Empire State Building
       New York, NY 10118
       Tel: (212) 593-2255
       Fax: (212) 888-2841

                   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.


DUPLICATION MANAGEMENT: Lawyers Stuck With Contingency Fees
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Joan N. Feeney in Boston didn't
let a law firm wiggle out of a contingency-fee arrangement when
hourly time charges ended up being higher.

The report related that in a Chapter 7 case, the trustee hired
lawyers as special counsel on a one-third contingency to pursue
three fraudulent-transfer suits.  The lawyers won judgment in one
and settled for $800,000, enough to pay all creditors in full with
interest, the report related.

The lawyers requested $381,000 in fees based on hourly time
charges, the report further related.  Although the trustee lobbied
for the higher fee, Judge Feeney wouldn't let the firm out of the
contingency arrangement and awarded the lawyers $268,000, or about
one-third, the report said.

The case is Duplication Management Inc., 10-17015, U.S. Bankruptcy
Court, District of Massachusetts (Boston).


EASTMAN KODAK: Settling Remaining Environmental Remediation Claims
------------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York has approved the settlement of Eastman Kodak
Co.'s environmental remediation claims.

The settlement includes the creation of a trust to oversee
environmental work at Eastman Business Park.  The settlement calls
for Kodak to endow the trust with $49 million to pay for study,
monitoring and cleanup at the park, while New York state has
promised to supply an additional $50 million if needed, Democrat &
Chronicle reported.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said the recently approved settlement is between
Kodak and U.S. regulators.  The settlement requires Kodak to
deposit $17.6 million in a trust that already has $31.4 million.

Mr. Rochelle recalled that Judge Gropper in August last year
approved a settlement with New York State environmental
regulators requiring Kodak to fund a $49 million trust to clean
up the sites.  Federal environmental officials had balked at the
agreement but later withdrew objections, Democrat & Chronicle
said.  Ortho-Clinical Diagnostics Inc., the owner of property at
the Kodak business park, also filed an objection, saying the
settlement is "grossly unfair" because federal regulators haven't
agreed to waive claims against owners other than Kodak, Mr.
Rochelle related.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EASTMAN KODAK: John McMullen Named VP & Chief Financial Officer
---------------------------------------------------------------
John N. McMullen has been named Executive Vice President and Chief
Financial Officer of Kodak, effective June 15, 2014.  The Board of
Directors has elected Mr. McMullen a corporate officer of Kodak,
and he will become a member of the company's Executive Council.
McMullen will report to Kodak Chief Executive Officer Jeff Clarke.

Mr. McMullen, 55, will be responsible for Kodak's financial
strategy and all functions within Kodak's Finance organization.

"John is an accomplished executive, recognized for his substantial
financial and strategic expertise and deep knowledge of the
commercial imaging and printing industries," said Jeff Clarke.
"He joins Kodak at an exciting time when we are cultivating many
growth opportunities from across our worldwide product portfolio,
while leveraging our strengths, such as our balance sheet,
technology and brand.  Having worked for many years with John in
dynamic and complex situations, I know how effective he is at
cutting through challenges and achieving excellent outcomes -- and
doing so at high speed."

Mr. McMullen held a series of senior financial roles during a
32-year career with HP and predecessor companies, Compaq Computer
and Digital Equipment Corporation.  His positions included Senior
Vice President of Finance and Corporate Treasurer of HP, Chief
Financial Officer of HP's Imaging and Printing Group, Vice
President of Finance and Strategy for Compaq's Worldwide Sales and
Services Group, Compaq's Director of Investor Relations, and
Controller of DEC's Worldwide Products Division.

Since 2011, Mr. McMullen also has been a member of the Board of
Directors and Audit Committee Chair of Vocera Communications,
where he has played an active role in helping the company to
transition and scale its finance team and control environment,
especially from the time Vocera went public in March of 2012.

Mr. McMullen earned a B.A. in Finance with a concentration in
Accounting from University of Massachusetts in 1981.

He succeeds Rebecca A. Roof who has, since September 2012, served
as Kodak's interim Chief Financial Officer while remaining a
Managing Director of AlixPartners LLP, which advised the company
during its complex and successful Chapter 11 reorganization.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


ENERGY FUTURE: Chapter 11 Case to Remain in Delaware
----------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware, for reasons stated at the May 22 hearing,
denied Wilmington Savings Fund Society, FSB's motion to transfer
the Chapter 11 cases of Energy Future Holdings Corp., et al., from
Delaware to Texas.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Judge Sontchi is keeping the case because Delaware
is more convenient for financial institutions and hedge funds that
comprise the company's creditor body.  The bankruptcy is purely a
financial restructuring not affecting operations, so there won't
be involvement by Texas regulators, the company argued, Mr.
Rochelle related.

Patrick Holohan, writing for The Deal, related that Wilmington
FSB, as trustee on second-lien notes issued Oct. 6, 2010, by EFH
unit Texas Competitive Electric Holdings Co. LLC, had asserted the
company's connection to Delaware was "thin" and that it did not
make sense to file the case so far from the debtor's Dallas
headquarters.  Wilmington FSB accused EFH of selecting "the venue
most advantageous to implementation of the restructuring agenda
favored by senior lenders and management," The Deal further
related.

Hearings are set for June 5 and June 30 regarding disputes with
holders of first- and second-lien bonds issued by Energy Future
Intermediate Holding Co., the side of the business that owns the
regulated power distribution facilities, Mr. Rochelle said.

            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: Has $1.9 Billion Second Lien DIP Facility
--------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc. have filed papers asking the U.S. Bankruptcy Court for the
District of Delaware for authority to access $1.9 billion in cash
under a debtor-in-possession term note financing or so-called EFIH
second lien DIP facility -- and to borrow an additional $95
million in the form of a closing fee -- and use the proceeds and
other cash on hand to repay the EFIH second lien notes.

A hearing is set for June 5, 2014 at 9:30 a.m., to consider the
Debtors' request.  Objections, if any, are due May 29, 2014 at
4:00 p.m.

According to the Debtors, the EFIH second lien repayment will
replace the high interest-rate EFIH second lien notes with
lower interest rate debt, saving the EFIH Debtors approximately
$8 million per month of interest expense.  More importantly,
though, the EFIH second lien DIP facility is mandatorily
convertible to approximately 64% of the equity in reorganized
Energy Future Holdings Corp. upon the effective date of a plan.

The Debtors note the EFIH second lien DIP facility will be
secured by liens that are junior to the $5.4 billion of first lien
superpriority debtor in possession financing.  The DIP facility
is subject to carve-out.

The EFIH Debtors believe all of the fees under the EFIH
second lien DIP documents and the commitment letter are reasonable
in light of the unprecedented nature of the EFIH second lien DIP
facility, the essential nature of the investment commitment to the
EFIH Debtors' overall restructuring efforts, and the size and
scope of the financing and the effective rights offering
commitment:

  a) an execution fee equal to approximately 0.46% of $1.9 billion
     ($8,750,000) to the Initial Commitment Parties on a pro rata
     basis, which was paid when the Commitment Letter was executed
     prepetition;

  b) an approval fee equal to approximately 0.54% of $1.9 billion
     ($10,250,000) to the Initial Commitment Parties on a pro rata
     basis, to be paid within five days following entry of the
     Order;

  c) arranger fees payable in the cash amount of $1 million each
     of two parties (together equal to approximately 0.11% of $1.9
     billion), to be paid within five days following entry of the
     Order and upon funding of the EFIH second lien DIP facility;

  d) a funding fee equal to 1.0% of $1.9 billion ($19,000,000) to
     the Commitment Parties on a pro rata basis, to be paid
     following entry of the Order and upon funding of the EFIH
     second lien DIP facility;

  e) a participation fee equal to approximately 0.59% of $1.9
     billion ($11,250,000) to Fidelity in connection with
     Fidelity's exercise of any of its Participation Rights;

  f) a fee equal to 5.0% of $1.9 billion ($95,000,000 face value)
     to the Commitment Parties in the form of non-amortizing, non-
     interest bearing, mandatorily convertible Tranche B Notes,
     which fee shall become due and be paid in full by EFIH
     simultaneously with the funding of the EFIH second lien DIP
     facility;

  g) an alternative transaction fee equal to 3.0% of $1.9 billion
     ($57,000,000), to be paid solely in the event that, up to the
     funding of the EFIH second lien DIP facility, EFIH enters
     into definitive documentation for an alternative transaction
     on equal or better terms than the Restructuring Support
     Agreement, within five days of Court approval of such
     alternative transaction; and

  h) payment of certain fees, reasonable out of pocket expenses,
     indemnifications and limitations on remedies that are
     integral to the agreement of the Commitment Parties, on one
     hand, and the Debtors on the other hand, including an
     "Arrangement Payment" payable to Centerview Partners LLC13
     and payment of the documented fees and expenses of
     professionals, to support and eventually consummate the
     EFIH second lien DIP facility and the transactions
     contemplated under the restructuring support agreement.

The EFIH Debtors seek to consummate the EFIH second lien DIP
facility and use cash collateral to maximize the value of their
estates and increase unsecured creditor recoveries by reducing
interest expense and enabling a significant deleveraging of the
EFIH Debtors.

            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: To Continue Non-Insider Compensation Programs
------------------------------------------------------------
Energy Future Holdings Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to:

  a) pay certain pre-petition amounts owed on account of the
     Debtors' non-insider compensation programs, and

  b) continue the non-insider compensation programs in the
     ordinary course of business on a post-petition basis.

The Debtors tell the Court that they have approximately 5,700
employees are at their business and vital to their operations.  At
this critical juncture in the chapter 11 restructuring process,
maintaining employee support and focus is necessary to stabilize
and continue safe, reliable operations while implementing a
successful reorganization that maximizes value for all
of their stakeholders.

According to the Debtors, the request for approval of both
discretionary incentive compensation programs that will encourage
and reward exceptional performance and retention bonus programs
for non-insiders -- rank-and-file employees as well as management,
all of whom are non-insiders -- to help ensure that the Debtors
motivate key employees during this challenging time.

The Debtors note there is approximately $8.9 million under the
Non-Insider Compensation Programs that has been earned and is
payable between now and September 2014.  If all of the various
incentive thresholds are met under the Non-Insider Compensation
Programs, the Debtors estimate that up to approximately $100
million would potentially be payable to non-insiders through March
2015, which payments would be spread across over 5,500 different
participants under the various Non-Insider Compensation Programs.
Of that amount, up to approximately $80 million relates to the
Debtors' annual incentive program, which has an average payment of
approximately $15,000 per participant.

The Debtors say they firmly believe that maintaining the Non-
Insider Compensation Programs is necessary and in the best
interests of the Debtors and their estates.  As an initial matter,
continuing these programs is an ordinary course transaction, as
each of these programs has been in place for years; the Debtors
merely seek to continue their existence in order to continue to
incentivize and motivate non-insider employees.  Regardless, the
programs are a proper exercise of the Debtors' business judgment:
the Debtors' ability to continue these ordinary-course programs is
critical to demonstrating the Debtors' ongoing commitment to their
critical workforce in the face of challenges associated with the
Debtors' restructuring and continued market dynamics.

The Debtors add that the approval of the request will send a clear
and positive message to employees that these chapter 11 cases are
not a reason to seek alternative employment or otherwise doubt the
Debtors' commitments to their employees.  Instead, these programs
will provide motivation and drive value for the benefit of all
parties in interest.

A hearing is set for June 5, 2014 at 9:30 a.m., to consider the
Debtors' request.  Objection, if any, are due May 29, 2014 at 4:00
p.m.

            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: Wants Schedules Filing Deadline Moved to June 30
---------------------------------------------------------------
Energy Future Holdings Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
deadline, until June 30, 2014, to file their schedules of assets
and liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.

A hearing is set for June 5, 2014 at 9:30 a.m., to consider the
Debtors' request for extension of time.  Objections, if any, are
due May 29, 2014 at 4:00 p.m.

According to the Debtors, they are focused on preparing for the
Chapter 11 filing, preparing the business to transition into
Chapter 11, and negotiating with their significant creditor
constituencies.  Such efforts made it difficult for them to
prepare the schedules and statements.

The Debtors say that, given the amount of work entailed in
completing the schedules and statements and the competing demands
on the their employees and professionals to assist in efforts to
stabilize business operations during the initial post-petition
period, they likely will not be able to properly and accurately
complete the Schedules and Statements within the required time
period.

            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: Discloses Initial Results of First Lien Settlement
-----------------------------------------------------------------
Energy Future Holdings Corp. and Energy Future Intermediate
Holding Company LLC disclosed in a regulatory filing that --
regarding the offer by EFIH and EFIH Finance Inc. to holders of
the Issuer's outstanding 6.875% Senior Secured Notes due 2017 and
10.00% Senior Secured Notes due 2020 to participate in a voluntary
settlement with respect to the Issuer's obligations under the EFIH
First Lien Notes held by such holders; and the Restructuring
Support and Lock-Up Agreement, dated April 29, 2014, as amended,
pursuant to which, among other matters, certain holders of EFIH
First Lien Notes holding, in the aggregate, approximately 32% of
the aggregate outstanding principal amount of EFIH First Lien
Notes agreed to a voluntary settlement with respect to the
Issuer's obligations under the EFIH First Lien Notes held by the
RSA EFIH First Lien Note Parties -- as of May 19, 2014, the so-
called Early Participation Date -- after giving effect to the RSA
EFIH First Lien Settlement and the participation in the Offer as
of such date, holders of the principal amounts and the percentages
of outstanding principal amounts of each series of EFIH First Lien
Notes had agreed to participate in the EFIH First Lien Settlement:

                                                  Percentage of
                                  Aggregate       Outstanding
                                  Principal       Principal
                    Aggregate     Amount          Amount
                    Principal     Participating   Participating
                    Amount        in First Lien   in First Lien
          CUSIP     Outstanding   Settlement      Settlement
          Nos.      (in 000s)     (in 000s)       (in 000s)
          -----     -----------   -------------   -------------
6.875%    29269QAE7    $502,714        $488,654           97.2%
Senior    U2197AC1
Secured
Notes
Due
2017

10.00%    29269QAA5  $3,482,106      $1,184,598           34.0%
Senior    29269QAK3
Secured   U29197AG2
Notes
Due
2020
                    -----------   -------------   -------------
Total EFIH           $3,984,820      $1,673,252           42.0%
First Lien
Notes

The Offer will expire at 5:00 p.m., New York City time, on June 6,
2014, unless extended by the Issuer in its sole discretion.
Accordingly, the principal amounts of EFIH First Lien Notes and
percentages of EFIH First Lien Notes shown in the table as
participating in the First Lien Settlement are subject to change.
The Issuer does not intend to permit the offer period for the EFIH
First Lien Offer Settlement to expire prior to the date the EFIH
First Lien Settlement is heard, and approved, by the Bankruptcy
Court for the District of Delaware.

The Company also disclosed that on April 30, 2014, EFIH obtained a
commitment for a first lien debtor-in-possession facility from
certain initial lenders in an aggregate principal amount of $5.4
billion. As a result of the RSA EFIH First Lien Settlement and
participation in the Offer as of the Early Participation Date, the
Initial Lenders' commitment amount under the EFIH First Lien DIP
Facility has been reduced in an aggregate amount of $4.075
billion, resulting in a remaining aggregate commitment under the
EFIH First Lien DIP Facility by the Initial Lenders of $1.325
billion as of the Early Participation Date. The EFIH First Lien
DIP Facility is still expected to be $5.4 billion in the aggregate
after giving effect to the Initial Lenders' commitment, the RSA
EFIH First Lien Settlement and the participation in the Offer.

                     Second Lien Settlement

On May 20, 2014, Energy Future Intermediate Holding Company LLC
and EFIH Finance Inc. said the early participation date for the
Issuer's previously announced offer to purchase its 11% Senior
Secured Second Lien Notes due 2021 and 11.750% Senior Secured
Second Lien Notes due 2022 for cash as a voluntary settlement with
respect to the EFIH Second Lien Notes 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,  Except for the change to the Early
Participation Date, the terms of the EFIH Second Lien Settlement
are unchanged.

A copy of May 20 EFIH's statement is available at
http://is.gd/S8vHb9

On May 9, 2014, EFIH and EFIH Finance commenced the offer to
purchase EFIH Second Lien Notes for cash as a voluntary settlement
with respect to the Issuer's obligations under the EFIH Second
Lien Notes.  The EFIH Second Lien Settlement is open to all
holders of the Issuer's 11% Senior Secured Second Lien Notes due
2021 and the Issuer's 11.750% Senior Secured Second Lien Notes due
2022.

A copy of EFIH's May 9 statement is available at
http://is.gd/Due3ul

            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 TRANSFER: $500MM Upsize No Impact on Moody's Ba2 Rating
--------------------------------------------------------------
Moody's Investors Service said that Energy Transfer Equity, L.P.'s
(ETE) proposed $500 million upsizing of its 5.875% senior secured
notes due 2024 does not impact its Ba2 rating, its Ba2 Corporate
Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR),
SGL-3 Speculative Grade Liquidity Rating or stable outlook.

The notes will be an add on to the company's existing 5.875% notes
offering dated December 2, 2013 and will be part of the same
series of debt securities. Proceeds of the offering will be used
to repay outstandings under ETE's revolving credit facility and
for other corporate purposes. The notes, the existing term loan
and revolving credit facility are secured on a first priority,
pari passu basis by a lien on substantially all of ETE's and
certain of its subsidiaries' tangible and intangible assets,
comprised principally of its equity interests in its subsidiaries.

"Moody's views this notes offering largely as an exercise in
bolstering ETE's liquidity," commented Andrew Brooks, Moody's Vice
President. "By doing so, ETE's financial flexibility will be
somewhat enhanced as it moves ahead in what Moody's presumes will
be a continuation of its growth and distribution payout
trajectory."

Ratings Rationale

ETE's senior secured Ba2 rating is equal to its Ba2 CFR. There are
no upstream or downstream debt guarantees between ETE and its
subsidiary holdings. ETE's Ba2 CFR, notes and term loan ratings
reflect its stand-alone credit assessment as well as an analysis
under Moody's Loss Given Default (LGD) methodology, which
essentially views ETE level debt as holding company debt
structurally subordinated to debt at operating subsidiaries.

ETE's Ba2 CFR reflects its position atop a complex organizational
structure in which it holds the general partnership (GP) interest,
limited partnership (LP) interests and incentive distribution
rights (IDRs) in Energy Transfer Partners, L.P. (ETP, Baa3 stable)
and Regency Energy Partners LP (RGP, Ba2 stable). Additionally,
effective January 1, ETP contributed its ownership of the
Trunkline liquefied natural gas (LNG) regasification facility to
ETE, which could also form the basis for ETE's development of a
new LNG liquefaction project.

The Ba2 CFR is a function of the consolidated credit quality of
ETE across its portfolio holdings as well as ETE on a stand-alone
basis. The rating recognizes the extensive size and scope of ETE's
indirectly held midstream asset base, but it is pressured by
aggressive growth policies and the structural complexity of its
holdings. The rating is also heavily influenced by ETP's Baa3
rating reflecting the approximately 75% of ETE's first quarter
2014 cash flow which is derived through ETP distributions. Debt at
ETE is structurally subordinated to approximately $23.1 billion of
outstanding debt at ETP, RGP and their respective subsidiaries,
whose cash distributions to ETE are residual to their own
substantial operating and debt service requirements. The increased
scale and scope of the combined ETE family's operating footprint
is positive. However, while ETE's stand-alone debt leverage has
dropped to approximately 3.3x, debt leverage on a fully
consolidated basis exceeds 6x, largely reflecting the extent of
subsidiary debt leverage.

Energy Transfer Equity, L.P. headquartered in Dallas, Texas is the
general partner of Energy Transfer Partners, L.P. and Regency
Energy Partners LP.


ENERGY TRANSFER: Fitch Assigns 'BB+' Rating to 2024 Notes
---------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Energy Transfer
Equity, L.P.'s (ETE) proposed offering of $500 million 5.875%
senior notes due 2024.  The new notes will be additional notes
issued under an indenture pursuant to which ETE previously issued
$450 million of 5.875% of senior notes.  ETE's Issuer Default
Rating (IDR) is 'BB'.  The Rating Outlook is Stable.  ETE will use
the note proceeds to repay borrowings under its revolving credit
facility and for general partnership purposes.

ETE currently owns the general partner (GP) and approximately 30.8
million Energy Transfer Partners, L.P. (ETP: IDR 'BBB-' with a
Stable Outlook) limited partner (LP) units and 50.2 million ETP
Class H units, which track the underlying economics of the GP and
incentive distributions of Sunoco Logistics Partners L.P. (SXL:
IDR 'BBB' with a Stable Outlook).  ETE also owns the GP interest
and 26.3 million Regency Energy Partners LP (RGP; IDR 'BB' with a
Stable Outlook) LP units.  On Feb. 19, 2014, ETE acquired
Trunkline LNG Company, LLC (TLNG) from ETP. ETP is the indirect
owner of 100% of Sunoco Inc. (SUN) and Panhandle Eastern Pipe Line
Co. (PEPL).  ETP also owns the GP and approximately 33.5 million
limited partner (LP) units in SXL.

Key Rating Drivers

Increased Scale and Diversity: Recently completed merger
transactions and asset sales have resulted in a larger, more
diversified, and generally stronger family of Energy Transfer
companies.  On a consolidated basis, the percentage of
contractually supported fee-based margins has gradually increased.
For ETP, which provided more than 90% of ETE's 2013 cash flow,
commodity price exposure has been reduced.

Leverage Metrics Will Weaken Modestly: ETE's adjusted debt-EBITDA,
which measures ETE parent company debt against distributions it
receives from its affiliates, approximated 3.1x in 2013. In
December 2013, ETE's board authorized the repurchase  by ETE of up
to $1 billion of its common units at its discretion. As of April
30, 2014, ETE had repurchased $750 million of its units.
Furthermore, ETE has committed to purchase roughly $400 million of
RGP common units in support of RGP's upcoming acquisition of Eagle
Rock Midstream assets.  Fitch expects ETE to use revolver
drawdowns and issue new debt to fund these purchases.  As a
result, leverage will likely increase to 4.0x in 2014 and
thereafter be maintained in the 3.0x to 4.0x range.  A material
weakening in leverage metrics beyond 4.5x could result in a
negative rating action.

On Feb. 19, 2014, ETE and ETP completed the transfer of TLNG to
ETE in exchange for the redemption of $1 billion of ETP LP units
held by ETE.  ETE also anticipates that the Lake Charles
Liquefaction project, currently being developed by ETE and ETP on
a 60/40 ownership basis will be contributed to TLNG at the closing
of project construction and related financing arrangements which
are anticipated in mid-2015.  Management expects that the export
facility will be project-financed and its debt non-recourse to
ETE. Fitch views the transaction as credit neutral for ETE, ETP,
and PEPL.

Liquidity is Adequate: ETE has access to a $1.2 billion secured
five-year revolving credit facility that matures in October 2018.
ETE's operating affiliates have significant operating flexibility
with adequate liquidity and the ability to fund their planned
growth with capital market transactions. Potential uses of the
revolver include: funding stock buybacks, future acquisitions, and
to initiate organic growth projects not financed at the MLPs. ETE
has no debt maturing until 2018. At May 19, 2014, $655 million was
drawn under the revolver.

The ETE revolver and term loan have two financial covenants: a
maximum leverage ratio of 6.0 to 1.0; 7.0 to 1.0 during a
specified acquisition period and fixed charge coverage ratio of
1.5 to 1.0. ETE notes, term loan and credit facility are secured
by a first priority interest in all tangible and intangible assets
of ETE, including its ownership interests in ETP, RGP, and TLNG.

Rating Sensitivities:

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

-- ETE parent company debt to EBITDA maintained below 1.5x;
-- Improving credit profiles at ETP and RGP.

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

-- Increasing ETE parent company leverage above 4.5x;
-- Weakening credit profiles at ETP and RGP.


ENVISION HEALTHCARE: Moody's Hikes Corporate Family Rating to B1
----------------------------------------------------------------
Moody's investors Service upgraded Envision HealthCare
Corporation's Corporate Family Rating to B1 from B2 and
Probability of Default Rating to B1-PD from B2-PD. Moody's also
upgraded the ratings on Envision's senior secured term loan to Ba3
from B1 and senior unsecured notes to B3 from Caa1. Furthermore,
the rating outlook was changed to positive from stable. Moody's
affirmed the Speculative Grade Liquidity Rating at SGL-1.

"The improvements in the company's credit metrics through earnings
growth and debt repayment following the company's initial public
offering in 2013 supports the upgrade", said Ron Neysmith, a
Moody's Senior Analyst. "Furthermore, significant new contract
wins and the company's willingness to use free cash flow for
acquisitions without using incremental debt, will further improve
credit metrics in the near-term."

The following ratings have been upgraded:

  Corporate Family Rating to B1 from B2

  Probability of Default Rating to B1-PD from B2-PD

  Senior secured term loan due 2018 to Ba3 (LGD 3, 42%) from B1
  (LGD 3, 35%)

  Senior unsecured notes due 2019 to B3 (LGD 5, 87%) from Caa1
  (LGD 5, 83%)

Rating affirmed:

  Speculative Grade Liquidity rating at SGL-1

Rating Rationale

The B1 Corporate Family Rating reflects Envision's solid credit
metrics and Moody's expectation that such metrics will continue to
improve modestly as strong free cash flow will allow the company
to grow its operations without the use of incremental debt.
Moody's also acknowledges Envision's considerable scale and
geographic diversification in its two primarily segments --
physician staffing and medical transport -- which are otherwise
very fragmented among other providers. The rating also reflects
Moody's concerns with the uncertainty around healthcare reform and
the potential for greater Medicare reimbursement cuts.

The positive outlook incorporates Moody's view that EBITDA margins
and leverage will likely improve as the company benefits from the
recent growth in new contracts and acquisitions. Moody's
anticipates that Envision will use its strong free cash flow to
continue to fund small to moderately sized acquisitions and expand
into new service areas.

Moody's could upgrade the rating if the company experiences
continued favorable growth in both revenues and EBITDA, which
result in debt to EBITDA sustained below 4.0 times. Furthermore,
an upgrade would be contingent upon Moody's expectation that
Envision will continue to maintain a conservative financial
policy, given that the company remains predominately controlled by
private equity.

Conversely, if the company pursues material debt-financed
acquisitions or shareholder initiatives, Moody's could downgrade
the rating. In addition, a deterioration in the company's
liquidity profile and/or material negative developments in the
reimbursement environment could result in a downgrade. More
specifically, the rating could be downgraded if the company's debt
to EBITDA increases above 5.0 times on a sustained basis

Envision is a leading provider of emergency medical services in
the U.S. Envision operates through three business segments: EmCare
is the company's emergency department and hospital physician
outsourcing segment, AMR is a leading provider of medical
transport in the U.S, and Evolution Health is an emerging provider
of comprehensive physician-led post-hospital management solutions.


EXIDE TECH: Wants Plan Exclusivity Extended Until July 31
---------------------------------------------------------
Exide Technologies asks the U.S. Bankruptcy Court for the District
of Delaware to further extend its exclusive periods to:

  a) file a Chapter 11 plan of reorganization until July 31, 2014;
     and

  b) solicit acceptances of that plan until Sept. 30, 2014.

A hearing is set for July 2, 2014 at 11:00 a.m. (Eastern) to
consider the Debtor's request for extension of time.  Objections,
if any, are due May 30, 2014 at 4:00 p.m. (Eastern).

The Debtor's current deadline to file a Chapter 11 plan will
expire on May 31, 2014, absent an extension.

According to the Debtor, the requested exclusivity extension is
entirely appropriate.  The Debtor said it has done exactly what it
set out to do at the outset of this case: formulate a business
plan to serve as:

   i) a roadmap for a continuing turnaround, and

  ii) a platform for a confirmable plan of reorganization.

The Debtor notes it delivered that business plan by the March 10,
2014 deadline under its debtor-in-possession financing facility
after having rolled it out to its key secured and unsecured
creditor constituencies through a highly iterative multi-month
process involving numerous in-person and telephonic meetings with
advisors and principals from these groups.

Kristhy M. Peguero, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, says the Debtor's Board of Directors reviewed the
updated business plan on May 7, 2014, and the Debtor delivered
it to the advisors to the unofficial committee of senior secured
noteholders, the agent under the DIP facility, and the advisors
to the official committee of unsecured creditors within 24 hours
thereafter.  On May 12, 2014, the Debtor delivered the business
plan to those members of the unofficial committee who have agreed
to restrict themselves from trading in the Debtor's securities,
says Ms. Peguero.

The unofficial committee of senior secured noteholders retained as
counsel:

   Alice Belisle Eaton, Esq.
   PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
   1285 Avenue of the Americas
   New York, NY 10019
   Tel: 212-373-3125
   Fax: 212-492-0125
   Email: aeaton@paulweiss.com

        - and -

   Pauline K. Morgan, Esq.
   YOUNG CONAWAY STARGATT & TAYLOR, LLP
   Rodney Square, 1000 King Street
   Wilmington, DE 19801
   Tel: 302-571-6707
   Fax: 302-576-3318

                  About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FIRST FINANCIAL: Three Directors Elected at Annual Meeting
----------------------------------------------------------
The 2014 Annual Meeting of the shareholders of First Financial
Service Corporation was held on May 21, 2014.  At the meeting, J.
Stephen Mouser, Gregory S. Schreacke and Michael L. Thomas
were elected as directors of the Corporation for three-year terms.
The shareholders approved the compensation of the Company's
executive officers and selected every year as the desired
frequency of future advisory vote on executive compensation.  The
selection of Crowe Horwath LLP as the independent registered
public accountants for the year ending Dec. 31, 2014, was
ratified.

A copy of the presentation made at the 2014 Annual Meeting of the
shareholders of First Financial is available for free at:

                        http://is.gd/sXXZQK

                        About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial Service reported a net loss attributable to common
shareholders of $313,000 in 2013, a net loss attributable to
common shareholders of $9.44 million in 2012 and a net loss
attributable to common shareholders of $24.21 million in 2011.

The Company's balance sheet at March 31, 2014, showed $836.89
million in total assets, $801.85 million in total liabilities and
$35.04 million in total stockholders' equity.


FISKER AUTOMOTIVE: AlixPartners to Provide IP Valuation Services
----------------------------------------------------------------
The Bankruptcy Court authorized FAH Liquidating Corp., et al.,
f/k/a Fisker Automotive Holdings, Inc., to employ AlixPartners,
LLP, to provide intellectual property valuation services, nunc pro
tunc to March 26, 2014.

AlixPartners will advise the Debtors with respect to their
analysis and valuation of intellectual property formerly owned by
the Debtors.  The Debtors believe that analysis will also help
facilitate discussions around potential settlements among the
Debtors, the Committee, Hybrid Technology, LLC, and their
respective advisors.  Specifically, AlixPartners will:

   (a) evaluate and, if requested, provide expert testimony on the
       value of intellectual property (including patents,
       trademarks, and copyrights) owned by the Debtors
       immediately prior to the sale of substantially all of its
       assets to one or more affiliates of Wanxiang America Corp.,
       including with respect to intellectual property arising
       under the laws of the United States and intellectual
       property arising under jurisdictions outside of the United
       States, including China, Germany, and the European Union,
       and an allocation of value as between the U.S. IP and the
       Non-U.S. IP.;

   (b) provide assistance in the Chapter 11 cases, including by
       depositions or testimony before the Court and production
       or submission of expert reports or other documents, each
       with respect to matters that are within the scope of this
       engagement and within AlixPartners' area of testimonial
       competencies; and

   (c) assist with other related matters as may be requested that
       fall within AlixPartners' expertise and that are mutually
       agreeable.

The Debtors maintained that the services AlixPartners will provide
will not duplicate the services that other professionals will be
providing to the Debtors in these chapter 11 cases.  The narrow
scope of AlixPartners' engagement by the Debtors -- to provide
intellectual property valuation services -- does not overlap with
the engagements of any of the Debtors' other professionals, the
Debtors told the Court.

AlixPartners' discounted hourly rates:

           Billing Category           Hourly Rate
           ----------------           ----------
           Managing Directors          $675-$795

           Directors                   $540-$595
           Vice Presidents             $450-$495
           Associates                  $350-$395
           Analysts                    $250-$295

In addition to compensation for professional services,
AlixPartners is entitled to reimbursement by the Debtors for
reasonable expenses incurred in connection with the performance of
its engagement under the Engagement Letter.

AlixPartners will not be entitled to any indemnification for any
losses, liabilities, claims, expenses, and damages incurred by it
resulting from bad faith, wilful misconduct, or gross negligence.

"To the best of my knowledge, information and belief, insofar as I
have been able to ascertain after reasonable inquiry, neither I
nor any of AlixPartners' employees: (a) have any connection with
the Debtors, their creditors, the United States Trustee for the
District of Delaware (the "U.S. Trustee"), or any other Potential
Parties in Interest in these Chapter 11 cases or their respective
attorneys or accountants; or (b) are related or connected to any
United States Bankruptcy Judge for the District of Delaware, any
of the District Judges for the District of Delaware who handle
bankruptcy cases, the U.S. Trustee, or any employee in the Office
of the U.S. Trustee," Bruce Den Uyl, managing director of
AlixPartners stated in an affidavit in support of the Application.

He also assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code.

The firm can be reached at:

        Bruce Den Uyl
        Managing Director
        ALIXPARTNERS, LLP
        2000 Town Center, Suite 2400
        Southfield, MI 48075
        E-mail: bdenuyl@alixpartners.com

                       About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.

As reported by the TCR on May 19, 2014, the Debtors filed a
revised plan and disclosure statement with the Bankruptcy Court
incorporating settlement with Hybrid Tech Holdings LLC.


FLORIDA GAMING: Receiver Wants to be Relieved from Duties
---------------------------------------------------------
BankruptcyData reported that David Jonas, the Court-appointed
receiver of Florida Gaming, filed with the U.S. Bankruptcy Court a
motion to be relieved from receivership duties, including the
requirement to maintain surety bonds, nunc pro tunc to April 30,
2014 (the date of the closing of the sale of the Debtors' assets
to Fronton Holdings).

The Receiver took possession of the real and personal property of
Centers which was encumbered by, among other things, the mortgages
of the Prepetition Lenders, BData relates.  The Sale Order
authorized the sale of substantially all of the Debtors' property,
including, but not limited to the Receivership Property, to
Fronton and the sale closed on April 30, 2014, BData said.

The proceeds from the sale are being held by the Debtors, and Mr.
Jonas has been retained by Fronton, on a temporary basis, to
provide management services during the post-closing time period.
Due to the fact that all of the property subject to the Receiver
Order was sold to Fronton, the Receiver no longer has any
receivership duties in these Chapter 11 Cases, as of the closing
of the sale on April 30, 2014, the motion said, according to
BData.

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FREEPORT TECHNOLOGIES: Case Summary & 20 To Unsecured Creditors
---------------------------------------------------------------
Debtor: Freeport Technologies, Inc.
        470 Springpark Place, Suite 100
        Herndon, VA 20170

Case No.: 14-11922

Chapter 11 Petition Date: May 20, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Brian F. Kenney

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  HENRY & O'DONNELL, P.C.
                  300 N. Washington Street, Suite 204
                  Alexandria, VA 22314
                  Tel: (703) 548-2100
                  Fax: (703) 548-2105
                  Email: kmo@henrylaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Donald J. Orndorff, chief financial
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb14-11922.pdf


FRESH & EASY: Disclosure Statement Approval Hearing on May 30
-------------------------------------------------------------
Old FENM Inc., f/k/a Fresh & Easy Neighborhood Market Inc., and
Old FEPC LLC, f/k/a Fresh & Easy Property Company LLC, have filed
with the U.S. Bankruptcy Court for the District of Delaware a
disclosure statement explaining their joint plan of
reorganization.

A hearing is scheduled on May 30, 2014, at 11:00 a.m. to consider
approval of the Disclosure Statement.

The Debtors filed the reorganization plan, without the disclosure
statement, on April 21, 2014.

The Plan effectuates a global settlement of claims with the
Debtors' ultimate parent, Tesco Plc.  Pursuant to the settlement,
Tesco has agreed to subordinate recoveries on over $581 million in
claims against the Debtors and to contribute assets from Old FEPC
LLC to Old FENM Inc. so that all other allowed claims against the
Debtors can be paid in full in cash, and the Plan provides for the
general release of all claims by the Debtors and their creditors
against Tesco and its representatives and affiliates.

The Debtors commenced these bankruptcy cases with the intention of
selling their grocery operations as a going concern business to
maximize value and preserve as many jobs for the Debtors'
employees as possible.  The Debtors accomplished this goal when
they closed the sale (the "YFE Sale") of the Debtors' ongoing
operations to YFE Holdings, Inc., a company associated with the
Yucaipa Companies, LLC, on Nov. 26, 2013.  As part of the
consideration for the YFE Sale, the Debtors received warrants
executable for 22.5 percent of YFE's outstanding equity at the
time of the YFE Sale.

Having concluded the majority of the Sales, as of the Effective
Date of the Plan, the Debtors estimate they will have
approximately $101 million in Cash on hand, plus remaining
miscellaneous assets to be sold with an estimated value of
approximately $271,500 and the warrants.

The Debtors estimate that allowed general unsecured claims
amounted to $40.51 million.

No property will be distributed to or retained by the holders of
allowed interests in Class 5, and those Interests will be canceled
on the Effective Date.

The Debtors request that the Court approve the Disclosure
Statement as providing "adequate information" in accordance with
Section 1125 of the Bankruptcy Code.  The Debtors maintain that
the Plan satisfies the "best interests" test, because (i) the plan
renders all holders of Claims unimpaired, and, therefore, each
Class of Claims is presumed to have accepted the Plan in
accordance with Section 1126(f) and (ii) as set forth in Exhibit
II, there would be no distributions on account of Class 5
Interests if the Debtors were liquidated in accordance with the
provisions of Chapter 7 of the Bankruptcy Code.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Fresh_Easy_738_DS.pdf

                      About Fresh & Easy

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


GENERAL MOTORS: Union Says New Co. Still Owes $450M in Benefits
---------------------------------------------------------------
Law360 reported that the United Auto Workers representing General
Motors LLC workers urged the Sixth Circuit to revive a breach of
contract suit alleging GM skirted $450 million in owed retiree
medical benefits, arguing a lower court wrongly ruled that GM was
freed of the debt when it emerged from bankruptcy.

According to the report, the UAW, in a reply brief, said the
restructured General Motors assumed the $450 million obligation
for retiree benefits from its pre-bankruptcy predecessor General
Motors Co., when it agreed to purchase Old GM's assets out of
bankruptcy.  The $450 million obligation originated from a deal
that the UAW and Old GM struck in 2007 as part of the
restructuring of GM's former auto parts subsidiary Delphi Corp.,
the report related.

The case is UAW v. General Motors LLC, Case No. 14-1019 (6th
Cir.).

                     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.


GETTY IMAGES: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 96.21 cents-on-
the-dollar during the week ended Friday, May 23, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.73
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


GLOBAL AVIATION: To Sell Remaining Assets at Auction
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc., which stopped most
charter airline operations when lender Cerberus Business Finance
LLC halted financing, is arranging several auctions to sell
aircraft parts and other assets not being purchased by charter
carrier Omni Air International Inc.

According to the report, Global hired auctioneers to conduct
auctions at the headquarters in Peachtree, Georgia, and at
warehouses in Tampa, Florida; Morrow, Georgia, and possibly in
Leipzig, Germany.

As previously reported by The Troubled Company Reporter, Omni Air
will take over two aircraft leases and buy some of Global
Aviation's assets, including spare parts.  Omni will pay about $11
million in installments, assuming the bankruptcy court in Delaware
approves the sale at a May 28 hearing.

                   About Global Aviation Holdings

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

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

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

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

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

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

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

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


GMG CAPITAL: Creditors Have Until June 27 to File Claims
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order establishing June 27, 2014, as the bar date for
all persons and entities that assert a claim against (i) GMG
Capital Partners III, L.P. and GMG Capital Partners III Companion
Fund, L.P., which arose on or prior to the Sept. 10, 2013 Petition
Date, and (ii) GMG Capital Investments, LLC, and GMS Capital
Partners II, L.P., which arose on prior to the Nov. 14, 2013
Petition Date, to file a proof of that claim in writing.

                   About GMG Capital Partners

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.  Stuart M. Bernstein oversees the Debtor's case.  Olshan
Frome Wolosky LLP represents the Debtor its Chapter 11 Bankruptcy
Case.  GMG Capital Partners III disclosed $21,696,757 in assets
and $7,877,498 in liabilities as of the Chapter 11 filing.


GRACE OF GOD MINISTRIES: Case Summary & 7 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Grace of God Ministries International, Inc.
        3900 48th Street
        Bladensburg, MD 20710

Case No.: 14-18245

Chapter 11 Petition Date: May 21, 2014

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Paul Mannes

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  2600 Tower Oaks Blvd., Suite 103
                  Rockville, MD 20852
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  Email: steveng@cohenbaldinger.com

Total Assets: $1.26 million

Total Liabilities: $3.19 million

The petition was signed by Rosalind O. Phillips, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb14-18245.pdf


H & L MEDICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: H & L Medical Specialist, Inc.
        3014 N. Hayden Road #103
        Scottsdale, AZ 85251

Case No.: 14-07886

Chapter 11 Petition Date: May 22, 2014

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

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: Cindy Lee Greene, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296
                  Email: c.greene@cplawfirm.com

Total Assets: $606,984

Total Liabilities: $3.15 million

The petition was signed by Herbert Greenbeck, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-07886.pdf


HDG MANSUR: Case Summary & Largest Unsecured Creditors
------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                    Case No.
      ------                                    --------
      HDGM Advisory Services, LLC               14-04797
      10 West Market Street, Suite 1200
      Indianapolis, IN 46204

      HDG Mansur Investment Services, Inc.      14-04798
      10 West Market Street, Suite 1200
      Indianapolis, IN 46204

Type of Business: Real Estate

Chapter 11 Petition Date: May 21, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. James M. Carr

Debtors' Counsel: Michael W. Hile, Esq.
                  Christine K. Jacobson, Esq.
                  Henry Mestetsky, Esq.
                  KATZ & KORIN PC
                  334 N. Senate Ave.
                  Indianapolis, IN 46204-1708
                  Tel: 317-464-1100
                  Fax: 317-464-1111
                  Email: mhile@katzkorin.com
                         cjacobson@katzkorin.com
                         hmestetsky@katzkorin.com

                                 Estimated    Estimated
                                  Assets     Liabilities
                               -----------   -----------
HDGM Advisory Services, LLC    $1MM-$10MM    $1MM-$10MM
HDG Mansur Investment Services $1MM-$10MM    $100MM-$500MM

The petitions were signed by William Robert Echols, authorized
representative.

List of HDGM Advisory Services's eight Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Al-Muthanna Investment Company                        $98,077,160
Attn: Bankruptcy Department
P.O. Box 3946, Safat 13040
Kuwait

GPIF-I Equity Co., Ltd.                                $5,818,682
c/o Bank of Bermuda (Cayman) Ltd.
P.O. Box 513 GT
Georgetown, Grand Cayman, CI

Ice Miller, LLP                                            $7,056

Harold D. Garrison Revocable Trust                         $6,995

GPIF-I Finance Co. Ltd.                                        $1

Finzel Reach Limited                                           $1

Bristol Holdings Company, LLP                                  $1

Kuwait Finance House Real Estate Company                       $1

List of HDG Mansur Investment Services' 15 Largest Unsecured
Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------   ------------
Al-Muthanna Investment Company                        $98,077,160
Attn: Bankruptcy Department
P.O. Box 3946, Safat 13040
Kuwait

GPIF-I Equity Co. Ltd.                                 $5,818,682
c/o Bank of Bermuda (Cayman) Ltd.
P.O. Box 513 GT
Georgetown, Grand Cayman, CI

State Bank of Lizton                                   $2,525,618
Attn: Bankruptcy Department
206 North State Street
Lizton, IN 46149

Harold D. Garrison Revocable Trust                     $1,307,885
Attn: Bankruptcy Department
10 West Market Street, Suite 1200
Indianapolis, IN 46240

HDG Mansur Properties, Inc.                              $412,933
Attn: Bankruptcy Department
10 West Market Street, Suite 1200
Indianapolis, IN 46204

National Bank of Indianapolis                          $111,418

Katz, Sapper & Miller                                   $15,125

Ice Miller, LLP                                          $9,189

Air Watch, LLC                                             $310

IU Health Occupational Services                            $138

Denison Parking, Inc.                                       $32

GPIF-I Finance Co., Ltd.                                     $1

Kuwait Finance House Real Estate Company                     $1

Finzel Reach Limited                                         $1

Bristol Holdings Company, LLP                                $1


HDGM ADVISORY: Sharia Fund Manager Files Ch. 11 to Halt Judgment
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HDGM Advisory Services LLC and HDG Mansour Investment
Services Inc., managers for investment funds that comply with
Muslim Sharia law, filed petitions for Chapter 11 protection in
Indianapolis on May 21 to fend off a $5.2 million judgment.

According to the report, the judgment stemmed from a lawsuit filed
in federal district court in New York in January 2013 by funds
previously managed by the bankrupt companies.  The funds alleged
that HDGM paid itself more than $5.8 million to which it wasn't
entitled just before being terminated as manager, according HDGM's
description of the suit, the report related.

The lawsuit also alleged that Harold Garrison, an HDGM principal,
knew about and helped cover up the payment, the report further
related.  On May 16, the district court awarded damages of $5.2
million in favor of the funds, with a trial on remaining issues
scheduled for May 27, the report said.

The Chapter 11 case is In re HDGM Advisory Services LLC, 14-bk-
04797, U.S. Bankruptcy Court, Southern District of Indiana
(Indianapolis).

The adversary proceeding to stop the suit against Garrison is HDG
Mansur Investment Services Inc. v. GPIF-I Equity Co. LTD., 14-ap-
50097, U.S. Bankruptcy Court, Southern District of Indiana
(Indianapolis).


HDOS ENTERPRISES: Wants Plan Filing Date Extended to Aug. 4
-----------------------------------------------------------
HDOS Enterprises, owner of the Hot Dog on a Stick restaurants,
asked the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, to extend until Aug. 4 the
period where it has exclusive right to file a plan and until Oct.
3 the period where it has exclusive right to solicit acceptances
of that plan.

The Debtor said in court papers that it continues to pursue a sale
of its assets, and its financial consultants began the process of
marketing the company and generating interest from potential
buyers.  The Debtor added that it is currently in the process of
finalizing lease amendments for 44 store locations, which are
projected to save them approximately $1,088,000 in rent annually.

The Debtor further said ownership by an employee stock-ownership
plan creates tax and other problems that complicate an emergence
from bankruptcy, especially in the context of a sale.

A hearing on the motion will be held on May 27 at U.S. Bankruptcy
Court in Los Angeles.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HEALOGICS INC: Moody's Places B2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Healogics, Inc.'s.
under review for downgrade, including the company's B2 Corporate
Family Rating, B2-PD Probability of Default Rating and all debt
instrument ratings. The review was prompted by the announcement
that Healogics has agreed to be acquired in a leveraged buyout led
by private equity investor Clayton, Dubilier and Rice. The
transaction is valued at approximately $910 million, including the
assumption of about $400 million in debt. The transaction is
expected to close in the third quarter of 2014.

The following ratings were placed under review for downgrade:

Healogics, Inc:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$30 million first lien revolver expiring 2018 at B1 (LGD 3, 35%)

$290 million first lien term loan due 2019 at B1 (LGD 3, 35%)

$110 million second lien term loan due 2020 at Caa1 (LGD 5, 87%)

Rating Rationale

At this time, financing details have not been provided and
Healogics could have higher financial leverage following the
pending sale. Moody's review will focus primarily on the amount
and terms of the financing for the acquisition. In particular,
Moody's will evaluate the financial flexibility of Healogics based
on the size of its new debt load and capital structure.

Healogics' B2 Corporate Family Rating (currently under review)
reflects the company's small revenue base of less than $300
million, high financial leverage, (incorporating Moody's standard
accounting adjustments), along with a shareholder friendly
financial policy. The rating is also constrained by the small
size, its narrow focus on wound care management and the early
stage of development of the wound care market. The rating benefits
from good customer and geographic diversification and no direct
government pay reimbursement risk.

Headquartered in Jacksonville, Fl., Healogics provides management
services and the latest technology and expertise in wound healing
to its client hospitals. The company partners with hospitals to
establish, staff and run specialized wound care centers that treat
patient with chronic, non-healing wounds brought on primarily by
old-age and ailments such as diabetes and obesity. Healogics is
owned by private equity sponsor Metalmark Capital


HERITAGE PARTNERS: Stroock Ducks $80M Malpractice Suit
------------------------------------------------------
Law360 reported that a New York judge dismissed an $80 million
malpractice lawsuit accusing Stroock & Stroock & Lavan LLP of
failing to recommend bankruptcy proceedings to a New York condo
developer dealing with a problematic loan, describing the case as
pure speculation.

According to the report, Judge Shirley Werner Kornreich rejected
Heritage Partners LLC's claims that if Stroock had advised it to
refinance a $47 million debt in Chapter 11 proceedings, the
developer would not have lost its controlling interest in a
troubled multifamily project. According to the judge, that
argument was mere conjecture and not built on any real facts, the
report related.

Heritage alleged Stroock had assigned an inexperienced associate
to handle its affairs as it slid toward default on a second
mezzanine loan taken out on Tribeca Summit, a building it
converted into condominiums in 2004, the report further related.

Despite Stroock's expertise in handling bankruptcy, it didn't
inform the developer of the option to refinance the debt in order
to avoid losing ownership of the building to its creditors,
Heritage said, the report added.


HEXCEL CORP: S&P Raises CCR From 'BB+', Removed From Rating Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based Hexcel Corp. to 'BBB-' from 'BB+' and removed
ratings from CreditWatch, where S&P placed them with positive
implications on April 9, 2014.  The outlook is stable.

"The upgrade is based on steadily improving profitability over
time due to higher volumes, but also improved operating efficiency
thanks to the company's efforts to reduce cost and improve
productivity," said Standard & Poor's credit analyst Chris Mooney.

Hexcel's EBITDA margins, which were 21.6% in 2013, compare
favorably to the aerospace and defense industry average of 10%-18%
and have improved every year since 2008, when they were 15%.
Standard & Poor's expects Hexcel to continue to generate above-
average profitability--with a volatility pattern that is in line
with or somewhat less than industry peers--because of successful
cost controls, including reduced idle time at factories, increased
use of in-house carbon fiber, and scrap reduction, combined with
end-markets that are relatively uncorrelated.  S&P believes these
factors are enough to offset potential volatility in profitability
stemming from Hexcel's early position in the supply chain,
evidenced by historical data from 2007-2013.

The stable outlook incorporates Standard & Poor's view that
leverage could increase to fund acquisitions or shareholder
rewards now that free cash flow will likely be positive for the
foreseeable future following years of heavy investment to support
new programs.  Still, S&P believes credit metrics will remain
appropriate or better for the rating over the next two years, with
debt to EBITDA remaining below 2.5x.


HOSPITALITY STAFFING: Case Removal Period Extended to June 23
-------------------------------------------------------------
Hospitality Liquidation I, LLC, formerly known as HHS Holding,
LLC, obtained an order extending the deadline by which only
Hospitality Liquidation and their affiliates may remove actions,
pursuant to 28 U.S.C. Sec. 1452(a) and Bankruptcy Rules 9006(b)
and 9027, through and until June 23, 2014.

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2013.  The sale closed on Jan. 24, 2014.


HOSPITALITY STAFFING: Plan Filing Exclusivity Extended to June 27
-----------------------------------------------------------------
Hospitality Liquidation I, LLC, formerly known as HHS Holding,
LLC, and its debtor-affiliates obtained an order extending their
exclusive period to file a Chapter 11 plan until June 27, 2014.
The period wherein the Debtors have the exclusive right to solicit
acceptances of the Chapter 11 plan is extended through Aug. 22,
2014.

As reported in the May 7, 2014 edition of the TCR, Mark Minuti,
Esq., at Saul Ewing LLP, the attorney for the Debtors, said in a
court filing, "As of the Petition Date, the Debtors employed
approximately 6,700 employees.  Moreover, as of Nov. 25, 2013, the
Debtors' books and records reflected significant assets and
liabilities.  In addition to size, the Debtors' cases are complex
and have involved, inter alia, significant insurance, customer and
employee issues and issues related to the sale and liquidation of
substantially all of the Debtors' assets.  While the Debtors have
addressed many of these issues to date, certain critical issues
remain and the Debtors require additional time to focus on
addressing these issues, administering remaining assets and
determining the best course for these cases going forward."

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2013.  The sale closed on Jan. 24, 2014.


HOWREY LLP: Creditors Slam Trustee's $4.2-Mil. Deal
---------------------------------------------------
Law360 reported that a group of Howrey LLP unsecured creditors
urged a California bankruptcy judge to block the $4.2 million
settlement between the now-defunct firm's trustee and former
equity partners, arguing that the court needs to decide whether to
remove the trustee first.

According to the report, the unsecured creditors' objection to the
settlement over compensation the partners received while the firm
was still operating but insolvent came just two days after they
asked the court to remove trustee Allan B. Diamond after his firm
Diamond McCarthy LLP hired an attorney they said already
represents them in the bankruptcy proceeding.

Advanced Discovery LLC, Give Something Back Inc., Howrey Claims
LLC, Kent Daniels and Associates Inc., L.A. Best Photocopies Inc.,
Matura Farrington Staffing Services Inc. and Western Messenger
Inc. argued that the hiring of former Greenfield Sullivan Draa &
Harrington LLP named partner Christopher Sullivan was completed
without the court's approval and presents a conflict of interest
that warrants disqualification, the report related.

As previously reported by The Troubled Company Reporter, a group
of former Howrey partners agreed to pay more than $4.2 million to
the defunct law firm's bankruptcy estate through a settlement.
The proposed settlement includes contributions of between $21,000
and $192,000 each from 60 of the firm's former equity partners.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


HUB 1: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------
Debtor: The Hub 1, LLC
        22 U.S. Highway, Route 6
        Port Jervis, NY 12771

Case No.: 14-36053

Chapter 11 Petition Date: May 23, 2014

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

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Total Assets: $2.40 million

Total Liabilities: $3.70 million

The petition was signed by Dominick Alfieri, managing member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-36053.pdf


INTERFAITH MEDICAL: June 9 Hearing on Bid to Dismiss Ch. 11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on June 9, 2014, at 11:00 a.m., to consider
the motion filed by Julia James, a former member of Interfaith
Medical Center, Inc.'s board of trustees, seeking dismissal of the
Chapter 11 case.

As previously reported by The Troubled Company Reporter, Ms.
James, in support of her motion, argued that "[w]hile it is not a
prerequisite for a petitioner for reorganization to allege or show
insolvency or inability to pay debts as they mature, the Debtor
and its largest secured creditor, the Dormitory Authority of the
State of New York have fraudulently petitioned and/or represented
to the Court that the Interfaith lacks the ability to pay its
debts."

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

                About Interfaith Medical Center

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

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

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

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

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


IRISH BANK: Judge Sontchi Explains Chapter 15 Ruling
----------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware issued an explanation of his ruling in
December granting Irish Bank Resolution Corp. Ltd., qualification
for Chapter 15 of the U.S. Bankruptcy Code.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in his explanation filed late April, Judge Sontchi
said state ownership doesn't matter because two individuals are
delegated to conduct the liquidations.  Two creditors appealed
Judge Sontchi's December ruling, holding that IBRC is a
governmental entity ineligible for Chapter 15.

Judge Sontchi added that the Irish proceedings were a combination
of judicial and administrative proceedings as required by Section
101(23) of the U.S. Bankruptcy Code, the Bloomberg report related.
Ultimate supervision by the Irish courts satisfies other
prerequisites, Judge Sontchi said, the Bloomberg report further
related.

Although the creditors claimed that the Irish proceedings were
unfair, Judge Sontchi said there was no evidence indicating the
Irish process doesn't afford "procedural due process," the report
added.

On May 13, Judge Sontchi issued orders approving the sale of:

   -- certain loan assets collectively called the "Blackrock Loan
      Assets" to JCS Investment Holdings XIV Limited or its
      designee;

   -- certain loan assets collectively called the "Stone U.S.
      Loans" to Launceston Property Finance Limited, et al.;

   -- certain loan assets collectively called the "Pebble U.S.
      Loans" to Clarendon Properties (Overseas) Limited;

   -- certain loan assets collectively called the "Rock U.S.
      Loans" to LSREF III Wright Limited, or its designee,
      JPMorgan Chase Bank, National Association; and

   -- certain loan assets in tranches two through three of the
      Sand loan portfolio, solely to the extent those assets
      pertain to the following types of obligors: obligors
      residing in the United States, who may have become U.S.
      citizens or who may have pledged collateral in the U.S., to
      LSF Irish Holdings XLVII Limited.

According to Law360, Irish Bank, through the orders, sold much of
its multibillion-dollar loan portfolio, about $1 billion of which
is governed by U.S. law.  Judge Sontchi, Law360 said, ordered that
$36 million of the proceeds from the sale be held for 60 days to
allow a group of borrowers who claim IBRC's predecessor
overcharged them by millions to seek possible injunctive relief at
the appellate level.

All objections to the sale motions that have not been overruled,
withdrawn, waived, settled or otherwise resolved, are overruled
and denied on the merits with prejudice.

Dr. Joseph Sheehan and Blackrock Medical Corporation are dismissed
without prejudice from the pending adversary proceeding entitled
Kieran Wallace, et al. v. John Flynn Sr., et al., Case No. 13-
52547(CSS).  Solely with respect to Dr. Joseph Sheehan and
Blackrock Medical Corporation, the dismissal will become a
dismissal with prejudice concurrently with the withdrawal with
prejudice of the same parties from the proceeding entitled John
Flynn, Sr., et al. v. National Asset Management Agency, et al.,
Case No. 13-CV-9035(LAK) pending in the U.S. District Court for
the Southern District of New York.

                    About Irish Bank Resolution

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

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

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

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

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


JAMES RIVER: Committee Seeks Approval to Hire LeClairRyan
---------------------------------------------------------
James River Coal Company's official committee of unsecured
creditors seeks court approval to hire LeClairRyan, A Professional
Corporation, as its local counsel effective April 17, 2014.

LeClairRyan, in coordination with the company's lead counsel, Akin
Gump Strauss Hauer & Feld LLP, will provide these legal services:

   (a) advise the committee of its rights, powers and duties as a
       committee elected pursuant to Bankruptcy Code section 1103;

   (b) prepare on behalf of the committee all necessary and
       appropriate applications, motions, draft orders, notices,
       and other pleadings;

   (c) review all pleadings, financial and other reports filed by
       the company and advise the committee about their
       implications;

   (d) review the nature and validity of any liens asserted
       against James Rivers' property and advise the committee
       concerning the enforceability of such liens;

   (e) investigate the acts, conduct, assets, liabilities, and
       financial condition of the company, the operation of its
       businesses and the desirability of the continuance of such
       businesses, and any other matter relevant to its bankruptcy
       case, the sale of its assets or to the formulation of a
       plan;

   (f) advise the committee regarding the viability of avoidance
       and other actions that may be filed to collect and recover
       property for the benefit of its estate;

   (g) counsel the committee in connection with the formulation,
       negotiation, and promulgation of the company's plan of
       reorganization and related documents;

   (h) advise and assist the committee in connection with any
       potential property dispositions by the company;

   (i) advise the committee concerning the company's executory
       contract and unexpired lease assumptions, assignments, and
       rejections, and lease restructurings and
       recharacterizations;

   (j) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the committee and
       protect assets of the company's estate; and

   (k) perform all other necessary or appropriate legal services.

LeClairRyan will be paid on an hourly basis and will be reimbursed
for work-related expenses.  The firm's hourly rates range from
$395 to $695 for partners, $200 to $395 for associates and $100 to
$150 for legal assistants.

Jonathan Gold, Esq., a partner at LeClairRyan, assured the court
that LeClairRyan is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code, and that his firm does not
represent interests adverse to the company's creditors or the
committee.

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors proposed a May 22
deadline for preliminary indications of interest.


JAMES RIVER: Committee Taps Blackstone as Investment Banker
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of James River Coal
Company and its debtor-affiliates asks the U.S. Bankruptcy Court
for the Eastern District of Virginia for permission to retain
Blackstone Advisory Partners L.P. as its investment banker,
nunc pro tunc to April 17, 2014.

A hearing is set for May 29, 2014, at 10:00 p.m., (ET) to consider
the Committee's request.  Objections, if any, must be filed no
later than 4:00 p.m., on May 28, 2014.

The firm will assist the Committee in the critical tasks
associated with guiding through the Debtors' reorganization
efforts including, but not limited to, the Debtors' marketing
process of its assets and solicitation of a sponsor for a plan
of reorganization.  The Committee submits that the services of an
investment banker are necessary and appropriate to enable it to
evaluate the complex financial and economic issues raised by the
Debtors' reorganization proceedings and to effectively fulfill its
statutory duties.

The firm will render these services:

   a) assist in the evaluation of the Restructuring and asset sale
      processes, including the identification of potential buyers;

   b) assist in evaluating the terms, conditions and impact of any
      proposed Restructuring or asset sale transactions;

   c) participate in negotiations among the Committee, the Company
      and its other creditors, suppliers, lessors, regulators and
      other interested parties;

   d) value consideration offered by the Company to the unsecured
      creditors in connection with the sale of the Company's
      assets or a Restructuring;

   e) assist in the evaluation of the Company's businesses,
      prospects and financial projections;

   f) analyze the Company's financial liquidity and evaluate
      alternatives to improve such liquidity, including capital
      markets alternatives;

   g) assist in the development of financial data and
      presentations to the Committee;

   h) analyze alternative restructuring scenarios and the
      potential impact of these scenarios on the recoveries of the
      unsecured creditors of the Company;

   i) provide expert witness testimony concerning any of the
      subjects encompassed by the other investment banking
      services; and

   j) provide such other advisory services as are customarily
      provided in connection with the analysis and negotiation of
      a Restructuring as requested and mutually agreed.

The Committee will pay the firm a monthly fee of $150,000 in cash,
and a restructuring fee equal to $1.75 million.

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.  The Committee adds the firm has no connection with any
Debtor, creditor, other party in interest, their respective
attorneys and accountants, the U.S. Trustee, or any person
employed in the office of the U.S. Trustee.

The Committee has retained as counsel:

   Michael S. Stamer, Esq.
   Alexis Freeman, Esq.
   Jack M. Tracy, II, Esq.
   AKIN GUMP STRAUSS HAUER & FELD LLP
   One Bryant Park
   New York, New York 10036-6745
   Tel: (212) 872-1000
   Email: mstamer@akingump.com
          afreeman@akingump.com
          tracy@akingump.com

        - and -

   Charles Gibbs, Esq.
   AKIN GUMP STRAUSS HAUER & FELD LLP
   1700 Pacific Avenue, Suite 4100
   Dallas, TX 75201-4624
   Tel: (214) 969-2800
   Email: cgibbs@akingump.com

        - and -

   Jonathan L. Gold, Esq.
   Christopher L. Perkins, Esq.
   Christian K. Vogel, Esq.
   LECLAIRRYAN, A PROFESSIONAL CORPORATION
   Riverfront Plaza, East Tower
   951 East Byrd Street
   Richmond, VA 23219
   Tel: (804) 783-2003
   Email: jonathan.gold@leclairryan.com
          christopher.perkins@leclairryan.com
          christian.vogel@leclairryan.com

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors proposed a May 22
deadline for preliminary indications of interest.


JAMES RIVER: Committee Wants to Hire GCG as Information Agent
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of James River Coal
Company and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Eastern District of Virginia for permission to employ
The Garden City Group Inc. as its information agent to provide
communication services.

A hearing is set for May 29, 2014, at 10:00 p.m., (ET) to consider
the Committee's request.  Objections, if any, must be filed no
later than 4:00 p.m., on May 28, 2014.

GCG will establish and maintain an informational website for the
Committee until such time as the Committee is dissolved, these
chapter 11 cases are dismissed or converted, or until such other
time as the Court directs.  Although the Debtors have the benefit
of the Debtors' agent website, which provides general information
concerning these chapter 11 cases, the Committee has determined
that the circumstances in these chapter 11 proceedings demonstrate
a need, in the interests of the Unsecured Creditors, for such a
Committee Website.

The firm's professionals and their hourly rates:

  Professional                                      Hourly Rate
  ------------                                      -----------
  Administrative, Mailroom and Claims Control       $30-$45
  Project Administrators                            $70-$85
  Project Supervisors                               $95-$110
  Graphic Support & Technology Staff                $100-$150
  Project Managers                                  $125-$150
  Senior Project Managers and Directors             $175-$200
  Asst. Vice Presidents, Vice Presidents and above  $205

The firm will also charge the Committee a monthly maintenance fee
of $200 per month.

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.  The Committee adds the firm has no connection with any
Debtor, creditor, other party in interest, their respective
attorneys and accountants, the U.S. Trustee, or any person
employed in the office of the U.S. Trustee.

                        About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

Davis Polk & Wardwell LLP serves as the Debtors' counsel.  Hunton&
Williams, LLP, acts as the Debtors' local counsel.  Kilpatrick
Townsend & Stockton LLP serves as the Debtors' special counsel.
Perella Weinberg Partners L.P. is the Debtors' financial advisor.
Deutsche Bank Securities Inc. serves as the Debtors' investment
banker and M&G advisor.  Epiq Bankruptcy Solutions, LLC, acts as
the debtors' notice, claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.  The Debtors proposed a May 22
deadline for preliminary indications of interest.


JAMESPORT DEVELOPMENT: Gets Court Approval to Hire Accountant
-------------------------------------------------------------
Jamesport Development, LLC received approval from U.S. Bankruptcy
Judge Robert Grossman to hire Alan Reisner as its accountant
effective March 14, 2014.

Mr. Reisner will assist the company in preparing tax returns and
will provide any tax related assistance, advice and guidance with
respect to the company's obligations as a Chapter 11 debtor.

Mr. Reisner would also render accounting advice and services with
respect to monthly operating reports and other matters related to
Jamesport Development's bankruptcy case, including the formulation
of a plan of reorganization.

Subject to court approval, Mr. Reisner will seek compensation only
upon an appropriate application for payment of fees and expenses,
with such application being in compliance with the United States
Trustee Guidelines.

In a declaration, Mr. Reisner assured the bankruptcy court that he
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code, and does not represent interest
adverse to the estate of the company.

                    About Jamesport Development

Calverton, New York-based Jamesport Development LLC filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202)
on Jan. 21, 2014, in Central Islip, New York.  The Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.  The Debtor's Chapter 11 plan and
disclosure statement are due May 21, 2014.

The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  The Hon. Robert E.
Grossman oversees the case.


JMR DEVELOPMENT: Bid to Convert Case to Ch. 7 Granted
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico granted
the motion requesting conversion of JMR Development Group Corp.'s
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

                      About JMR Development

JMR Development Group Corp. filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto
Rico.  CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of $12,732,474 and
debts of $48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


KID BRANDS: Gets Default from Lender, Can't Pay Debt
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kid Brands Inc., a designer and distributor of infant
and juvenile products, got a notice of default last week from its
lenders.

The company also said in a statement that it has insufficient cash
to pay suppliers, manufacturers and service providers, according
to the report.  By sending a default notice, the lenders raised
the interest rate 3.5 percentage points, the report related.

The Rutherford, New Jersey-based company made the disclosures
while announcing a $31.7 million net loss in the first quarter on
sales of $38 million, the report further related.  Sales plunged
26 percent in this year's March quarter from the same period last
year, the report said.


KID BRANDS: Suspends Wood Furniture Operations of LaJobi Unit
-------------------------------------------------------------
Kid Brands, Inc. on May 22 disclosed that, in connection with the
Company's previously announced review of strategic alternatives,
it has decided to suspend the wood furniture operations of its
LaJobi business unit.

Kid Brands and Graco Children's Products Inc. have mutually agreed
to discontinue their license agreement for the design, manufacture
and production of cribs, changing tables, dressers and other
infant and juvenile furniture, including an immediate waiver of
LaJobi's obligation to pay additional guaranteed royalties.  The
Company and Graco will work together to the benefit of retail
customers to facilitate a seamless transition of the production of
Graco-branded furniture to a new licensee.  As part of the
suspension of LaJobi's wood furniture operations, Kid Brands plans
to sell its remaining inventory of Graco, Bonavita and other wood
furniture brands.

Kerry Carr, Executive Vice President, COO and CFO of Kid Brands,
commented, "In working to improve Kid Brands' overall financial
performance, our management team and Board of Directors are
continuing to conduct a comprehensive evaluation of the Company's
businesses.  After a thorough review of our LaJobi business unit,
we have determined that the wood furniture operations are unable
to meet satisfactory financial objectives within the current
business structure.  Accordingly, we have made the decision to
suspend these operations, which will allow us to focus our
resources on other areas of our business, further right-size our
expense structure and continue our efforts to improve Kid Brands'
overall profitability."

Ms. Carr added, "Graco has been a wonderful business partner
throughout the years of our license agreement.  We recognize the
strong value that our customers and consumers attribute to the
Graco brand.  As our partnership concludes, we are working
diligently with Graco's team to preserve the brand's strong
reputation in the marketplace, as well as to ensure a smooth
servicing of customer orders."

Laurel Hurd, President of Graco Children's Products, Inc.,
commented, "Over the years, our relationship with Kid Brands and
LaJobi has produced high quality products for consumers.  We are
working closely with the Kid Brands and LaJobi teams to seamlessly
transition the business to a new licensee, while maintaining the
high levels of quality and service that our customers have come to
expect from Graco."

The Company anticipates that the suspension of the wood furniture
operations of LaJobi will generate annualized savings of
approximately $4.0 million to $6.0 million.  Kid Brands expects a
reduction in the work force associated with the cessation of
LaJobi's wood furniture operations.  Certain positions, however,
are expected to be retained to help maximize value from LaJobi's
assets.  The Company also intends to keep its Consumer Services
function active to receive and address consumer inquiries.
LaJobi's warehouse and corporate office lease expires in July 2014
and will not be renewed.

                        Going Concern Doubt

As reported by the Troubled Company Reporter on May 22, 2014,
Stephanie Gleason, writing for Daily Bankruptcy Review, related
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.

                        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.


KID BRANDS: Files Form 10-Q, Incurs $31.7 Million Net Loss in Q1
----------------------------------------------------------------
Kid Brands, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss of $31.72
million on $38 million of net sales for the three months ended
March 31, 2014, as compared with a net loss of $983,000 on $51.43
million of net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2014, showed $80.34
million in total assets, $102.60 million in total liabilities and
a $22.25 million total shareholders' deficit.

                         Bankruptcy Warning

"At March 31, 2014 and December 31, 2013 our cash and cash
equivalents were $0.3 million and $0.2 million, respectively, our
revolving loan availability was $0.9 million and $4.9 million,
respectively, and such availability is currently expected to
remain very tight for the remainder of 2014.  As a result, the
Company has had insufficient capital resources to satisfy
outstanding payment obligations to certain of its
suppliers/manufacturers and other service providers (in an
aggregate amount of approximately $16.5 million), several of which
have demanded payment in writing, are refusing to ship product,
are requiring payment in advance of shipment or production, and/or
are otherwise threatening to take action against the Company,
including terminating their relationship with the Company and/or
initiating legal proceedings for amounts owed (one such supplier
has filed a complaint and another has made a demand for
arbitration, as is described in Note 10).  In connection with
these events, the Company received a notice of breach dated April
25, 2014 from one of LaJobi's material licensors claiming that
LaJobi failed to ship licensed goods to the licensor's customers
as a result of outstanding subcontractor invoices.  All of the
foregoing circumstances (referred to collectively as the "Events
of Default") constituted or may have constituted failures of
conditions to lending and/or events of default under the Credit
Agreement.  Accordingly, the Borrowers, the Agent and the Required
Lenders executed a Waiver and Fifth Amendment to Credit Agreement
as of May 14, 2014 ("Amendment No. 5"), to waive any failures of
conditions to lending and events of default resulting from the
Events of Default.  In addition, in order to increase the amount
of eligible receivables under the Tranche A borrowing base,
Amendment No. 5 further reduces the availability block from $3.5
million to $2.768 million for 30 days (such block will return to
$3.5 million on June 14, 2014, and will revert to its original
amount of $4.0 million on August 1, 2014).  Notwithstanding the
execution of Amendment No. 5, without a significant increase in
available cash, we will continue to be unable to satisfy such
obligations (or similar demands/proceedings instituted for
payment, which are expected to continue) or make such advanced
payments, which will negatively impact our ability to meet our
customers' product demands and likely result in further breaches
of our license agreements and certain of our customers ceasing to
purchase products from us.  All of the foregoing will have a
material adverse effect on our financial condition and results of
operations, and may result in our bankruptcy or insolvency," the
Company stated in the Report.

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

                        http://is.gd/CLBtIm

                        About Kid Brands, Inc.

Kid Brands, Inc. -- http://www.kidbrands.com-- and its
subsidiaries engage in the design, development and distribution of
infant and juvenile branded products.  Its design-led products are
primarily distributed through mass market, baby super stores,
specialty, food, drug, independent and ecommerce retailers
worldwide.

The Company's current operating subsidiaries consist of: Kids
Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc.  Through
these wholly-owned subsidiaries, the Company designs, manufactures
(through third parties) and markets branded infant and juvenile
products in a number of complementary categories including, among
others: infant bedding and related nursery accessories and decor
and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery
furniture and related products (LaJobi(R)); and developmental toys
and feeding, 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 products (Sassy(R)).  In addition to
the Company's branded products, the Company also markets certain
categories of products under various licenses, including
Carter's(R), Disney(R), Graco(R) and Serta(R).


LCI HOLDING: Justice Department Appeals IRS 'Gift' Case
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Department of Justice, on behalf of the
Internal Revuee Service, appealed from a bankruptcy court's order
approving a $360 million sale of Lifecare Holdings Inc.'s business
in exchange for debt owed to secured creditors.

According to the report, the government objected to part of a
settlement under which secured creditors set aside $3.5 million in
trust exclusively for unsecured creditors.  The government, the
Bloomberg report related, first appealed to the U.S. district
court in Delaware because the settlement had nothing in it for the
$24 million tax claim resulting from the sale.  U.S. District
Judge Sue L. Robinson in Delaware on March 10 refused to stop
implementation of the settlement pending appeal and dismissed the
government's challenge, the report further related.

The Justice Department filed an appeal May 7, asking the court in
Philadelphia to overturn the decisions by the two lower courts,
the report said.

The district court case was In re LCI Holding Co., 13-cv-00924,
U.S. District Court, District of Delaware (Wilmington).

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

The Debtors are represented by Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware;
Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; and Felicia Gerber Perlman, Esq., and Matthew N.
Kriegel, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois.  Rothschild Inc. is the financial advisor.
Huron Management Services LLC will provide the Debtors an interim
chief financial officer and certain additional personnel; and (ii)
designate Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LEAR CORPORATION: Agrees to $8.75MM Auto Parts Price-Fixing Deal
----------------------------------------------------------------
Chad Halcom, writing for Crain's Detroit Business, reported that
seating and electronics supplier Lear Corp. will ask a bankruptcy
court judge in New York later this month to sign off on an $8.75
million settlement to a Detroit lawsuit involving automotive
supplier price-fixing over the previous decade.

According to the report, the company, with $16.2 billion 2013
revenue and 122,000 employees, will pay the settlement to resolve
accusations it was a part of a conspiracy to bolster the prices of
wire harness components between 2000 and 2010 in a multi-district
litigation lawsuit before U.S. District Judge Marianne Battani in
Detroit.

The civil cases are separate from the massive global criminal
investigation into price fixing in the automotive supply chain,
the report related.  Lear's civil court agreements call for a
$4.75 million payout to the lawsuit's "direct purchasers," or
other auto companies that bought the parts at colluded prices,
another $3 million to car buyer plaintiffs and about $1 million to
auto dealerships that are also part of the court case, the report
further related.

The agreement also calls for Lear to put up $370,263 of its own
cash and obtain the rest out of assets held in reserve from the
company's previous Chapter 11 bankruptcy reorganization from 2009
for "disputed claims," the report said.

                      About Lear Corporation

Headquarters in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers
of automotive seating systems and electrical distribution and
power management systems. The Company's world-class products are
designed, engineered and manufactured by a diverse team of
approximately 75,000 employees at 205 facilities in 36 countries.
Lear's common shares are traded on the New York Stock Exchange
under the symbol [LEA].

Lear Corp. and its affiliates filed for Chapter 11 on July 7, 2009
(Bankr. S.D.N.Y. Case No. 09-14326).  Attorneys at Kirkland &
Ellis LLP, served as the Debtors' bankruptcy counsel.  In November
2009, Lear emerged from bankruptcy protection.


LEVEL 3: Stockholders Elected 11 Directors
------------------------------------------
Level 3 Communications, Inc., held its 2014 annual meeting of
stockholders on May 22, 2014.  At the meeting, stockholders
elected Jeff K. Storey, General Kevin P. Chilton, Admiral Archie
R. Clemins, Steven T. Clontz, Admiral James O. Ellis, Jr., T.
Michael Glenn, Richard R. Jaros, Michael J. Mahoney, Peter Seah
Lim Huat, Peter van Oppen, and Dr. Albert Yates to the Company's
Board of Directors to hold office until the annual meeting of
stockholders in 2015 or until his successor is elected and
qualified.

The shareholders approved, on an advisory basis, the compensation
of the Company's named executive officers.

Effective May 22, 2014, the Board of Director of Level 3 selected
James O. Ellis Jr. as Chairman of the Board and selected Peter van
Oppen as the chairman of the Audit Committee.


                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012 and a net loss of $756 million in
2011.  The Company's balance sheet at March 31, 2014, the Company
had $12.88 billion in total assets, $11.29 billion in total
liabilities and $1.59 billion in total stockholders' equity.

                           *     *     *

In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LOFINO PROPERTIES: First Financial, Ch.11 Trustee File Joint Plan
-----------------------------------------------------------------
Bankruptcy Judge Lawrence S. Walter in Ohio set July 1, 2014, at
10:30 a.m. as the hearing date to consider approval of the
disclosure statement explaining the Chapter 11 exit Plan co-
proposed by First Financial Bank, NA, and Henry E. Menninger, Jr.,
Trustee for Lofino Properties, LLC, and Southland 75, LLC.

The last day to oppose the disclosure statement is June 17.

The Plan Proponents delivered the Plan and disclosure statement to
the Court late in the afternoon on May 2.

The Plan Proponents require Court approval of the disclosure
statement as containing adequate information to allow parties-in-
interest to make an informed decision when casting their vote on
the Plan.  Solicitation of Plan votes will commence after the
disclosure statement is approved.

A copy of the Disclosure Statement is available at:

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

                    Outline & Summary of Plan

The Plan will be implemented:

     -- through disposition of property that serves as collateral
        to the debt owed to GLICNY Real Estate Holding, LLC,

     -- by cash generated by Reorganized Lofino?s operations,

     -- the potential sale of property that serves as collateral
        to debt owed to First Financial,

     -- by the collection and liquidation of the Debtors?
        non-operating assets, and

     -- by recoveries from Causes of Action.

From and after the Effective Date, Reorganized Lofino shall be
governed by an operating agreement which shall provide that the
Liquidating Trustee shall serve as the Managing Member.

As of the Effective Date, all property of the Debtors, other than
(i) Causes of Action; (ii) Reorganized Lofino Membership
Interests; (iii) any assets of the Debtors not used in the
operation of the First Financial Property; (iv) accounts
receivable owed to Lofino Properties by (a) Michael D. Lofino,
(b) Estate of Charles J. Lofino, (c) 5011 Ocean Blvd, LLC, and (d)
Lofino?s Food Stores, LLC; and (v) the Glicny Property, shall vest
in Reorganized Lofino.  Reorganized Lofino will make cash payments
to the Liquidating Trustee as and when necessary for the
Liquidating Trust to make the distributions required under the
Plan.  On and after the Effective Date, Reorganized Lofino may
operate its businesses and may use, acquire or dispose of property
without supervision or approval of the Bankruptcy Court and free
of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
From and after the Effective Date and until the First Financial
Secured Claim is paid in full: (a) the First Financial Property
shall be managed by a property management company acceptable to
First Financial in its sole discretion pursuant to a management
agreement in a form and substance acceptable to First Financial in
its sole discretion and (b) Reorganized Lofino shall not create,
grant, or permit any mortgage, lien, or encumbrance upon the First
Financial Property without the prior written consent of First
Financial.

The Liquidating Trustee, as the managing member of Reorganized
Lofino, will be authorized to execute, deliver, file, or record
such contracts, instruments, releases, indentures, other
agreements, or documents, and take such actions as may be
necessary or appropriate to effectuate and further evidence the
terms and conditions of the Plan.

                   Classification and Treatment
                  of Claims and Equity Interests

The Bankruptcy Court established April 30, 2014, as the deadline
for filing proofs of claim in the Debtors' cases.

The Plan provides for the payment in full of all valid claims over
time.  The Plan designates certain unclassified Claims, five
Classes of Claims against the Debtors, and two Classes of
Interests.

The First Financial Secured Claim, placed in Class S-1 under the
Plan, will be paid in accordance with the terms of the First
Financial Loan Documents.  Attorneys? fees incurred by First
Financial in connection with the bankruptcy case will be paid in
six equal monthly installments beginning on the first Business Day
after the Effective Date that a payment is due under the First
Financial Loan Documents.  The First Financial Loan Documents and
all mortgages, liens and security interests will remain in place
and fully enforceable according to their terms as of the Petition
Date.  The claim is impaired and First Financial is entitled to
vote on the Plan.

Glicny's Secured Claim, placed in Class S-2, will be satisfied in
this manner: If, by the Effective Date, the Chapter 11 Trustee has
not abandoned the Glicny Property and the Bankruptcy Court has not
entered an Order authorizing the sale of the Glicny Property
pursuant to Section 363 of the Bankruptcy Code, then upon the
Effective Date, the Trustee shall sell the Glicny Property
pursuant to the Glicny Sale Procedures, and all proceeds and
the Remaining Glicny Cash Collateral net of costs and expenses of
the Sale and costs and expenses awarded the Trustee by the
Bankruptcy Court pursuant to Section 506(c) or otherwise shall be
applied to the Glicny Secured Claim.  To the extent the proceeds
of the sale of the Glicny Property, plus the Remaining Glicny Cash
Collateral exceed the amount of the Allowed Glicny Secured Claim,
the excess shall be paid over to Reorganized Lofino. To the extent
that the Allowed Glicny Secured Claim is not paid in full, Glicny
shall not have any further Claim against the Debtors or the
Estate.

As reported elsewhere in today's Troubled Company Reporter, the
Chapter 11 trustee has obtained Court approval of procedures to
govern the bidding, auction and sale of the Glicny Property.  The
auction is slated for May 29.

The Glicny Secured Claim is Impaired, and Glicny is entitled to
vote on the Plan.

Holders of Class S-3 Other Secured Claims are unimpaired and not
entitled to vote.  Each Allowed Other Secured Claim will (a) be
reinstated and rendered Unimpaired in accordance with section
1124(2) of the Bankruptcy Code; (b) be paid in full in cash plus
interest; or (c) receive the collateral securing its Allowed Other
Secured Claim.

Class U General Unsecured Claims will be paid in full, plus
interest at the rate provided in 28 U.S.C. Sec. 1961 or such
other rate as may be provided by contract, instrument or
applicable law, in six equal monthly installments beginning
on the Effective Date or on such other terms that the Holder of an
Allowed Class U Claim may agree.  If not paid within six months of
the Effective Date, the First Financial Property will be sold, and
after payment of the claims held by First Financial, each holder
of an Allowed Class U Claim shall receive its pro rata share of
the remaining proceeds, if any.

General Unsecured Claims are Impaired, and the holders are
entitled to vote.

Convenience Claims are placed in Class C and will be paid in full
on the Effective Date.  Holders are Impaired, and entitled to
vote.

Holders of Lofino Properties Equity Interests in Class E-1 will
receive beneficial interests in the Liquidating Trust in the same
percentages as the percentage interests held in the Lofino
Properties on the Petition Date, as provided by the terms
of the Liquidating Trust.  The Holders are Impaired and entitled
to vote.

Holders of Southland 75 Equity Interests in E-2 will be impaired,
with no distribution to be made under the Plan to Holders thereof,
and all such existing Interests in Southland and all warrants,
conversion rights, rights of first refusal and other rights,
contractual or otherwise, to acquire or receive any Interests in
Southland, if any, shall be deemed cancelled as of the Effective
Date.  The Holders are Impaired and deemed to reject the Plan.

For purposes of the Disclosure Statement, the Plan Proponents have
assumed that the Effective Date will be June 30, 2014.

Plan votes may be submitted to Raymond J. Pikna, Jr., at Wood &
Lamping LLP, counsel to the Chapter 11 trustee.

Glicny asserts a first priority liens and security interests in
the real property and rents and revenues generated therefrom,
together with all personal property located on or used in
connection therewith:

     -- The vacant big box property located at 8245 Springboro
        Pike, Miami Township, Ohio 45342 ("Cub Foods I");

     -- The retail shops located next to Cub Foods I at 8209,
        8265-8361 Springboro Pike, Miami Township, Ohio 45342
        (the "Adjacent Shops"); and

     -- The vacant big box property 6134-6140 Wilmington Pike,
        Sugarcreek Township, Ohio 45459 ("Cub Foods II").

The Glicny Collateral secures repayment and performance of certain
obligations of the Estate under the Glicny Loan Documents.

As of the Petition Date, Glicny asserts the Estate was indebted to
Glicny under the Glicny Loan Documents in amounts exceeding
$14,112,936.82.

First Financial asserts a senior lien position in and to the real
estate assets owned by Lofino Properties located at 6000-6130
Wilmington Pike, Dayton, Ohio 45432, pursuant to a mortgage loan
made to Lofino Properties by First Financial.  In conjunction with
a Loan Agreement entered into between Lofino Properties and First
Financial, Lofino Properties executed a Promissory Term Note in
favor of First Financial in the amount of $6,100,000.  Interest
accrues on the First Financial Note at the rate of 3.25% in excess
of LIBOR per annum and provides for a default rate of 3% plus the
highest rate of interest that would otherwise be in effect under
the First Financial Note per annum. To secure payment of the First
Financial Note, Lofino Properties and First Financial also entered
into a Master Agreement an Open-End Mortgage and Security
Agreement (Ohio Property) and an Assignment of Rents.

The Debtors' Chapter 11 cases are being financed by the use of
cash collateral in which Glicny and First Financial assert an
interest.  The Chapter 11 trustee asserts that the rents in the
hands of the Debtors as of the Petition Date and post-petition
rents generated from the operation of the Debtors' businesses are
property of the consolidated estate pursuant to section 541(a)(6)
of the Bankruptcy Code, subject to the liens claimed by Glicny or
First Financial, as applicable.

On May 7, Judge Walter gave his stamp of approval on an Agreed
Second Interim Order that permitted the Chapter 11 trustee to
continue using cash collateral of Glicny pending the earlier of
entry of a final order authorizing the use of the Glicny Cash
Collateral or May 31, 2014.  The parties have not agreed to a
final order.

A copy of the Agreed Second Interim Order and the Cash Collateral
Budget is available at:

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

On April 4, Judge Walter signed off on an Agreed Third Interim
Order that permits the Chapter 11 trustee to use First Financial's
cash collateral, pending the earlier of entry of a final order
authorizing the use of the First Financial Cash Collateral or June
30, 2014.   The Agreed Order also provides the Chapter 11 Trustee
and First Financial may extend the Cash Collateral Period from
time to time by filing with the Court prior to the expiration of
the Cash Collateral Period a notice extending the termination date
for the Cash Collateral Period as well as a Budget for the
extended Cash Collateral Period.  If no party in interest objects
to the Extension Notice, the Cash Collateral Period will be
extended as provided in the Extension Notice without further
action of the Court, subject to the terms of the Agreed Order.

A copy of the Agreed Third Interim Order and the Cash Collateral
Budget is available at:

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

On April 30, Judge Walters approved a stipulation and agreed order
entered into by the Chapter 11 trustee and LCM Investments
Management, LLC, which extended through May 9 the Trustee's
deadline to decide whether to assume or reject the Debtors'
executory contract with LCM.

              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., at
Wood & Lamping LLP.

Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.

Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile
Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as
Receiver.

Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter,
represents LCM Investments Management LLC.

GLICNY Real Estate Holding, LLC, is represented by Isaac M.
Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren,
Esq., at Blomgren & Bobka Co., L.P.A.


LOFINO PROPERTIES: Southland Property to Be Auctioned Off May 29
----------------------------------------------------------------
Bankruptcy Judge Lawrence S. Walter in Ohio granted, in part, the
procedures proposed by Henry E. Menninger, Jr., Trustee for Lofino
Properties, LLC, and Southland 75, LLC, for the sale of the
Debtors' assets.

In an Order dated May 20, Judge Walter approved the bidding and
sale procedures with respect to the Southland Property only.  The
hearing was continued with respect to the bid procedures on the
Wilmington Pike real property known as Cub Foods II.  The Court
was slated to hold a hearing May 22.

Judge Walter said the sale of the Southland property is subject to
the mortgages and liens of Glicny Real Estate Holding, LLC, and
Glicny, the judge said, is qualified as a Potential Bidder and
Qualified Bidder.

Judge Walter set May 27, 2014, as the Bid Deadline.  The Auction
will be held at the offices of Wood & Lamping LLP on May 29 at
9:30 a.m.  Only Qualified Bidders that submitted Qualified Bids on
or before the Bid Deadline will be permitted to participate at the
Auction.

Pursuant to the Court's order, Qualified Bidders, other than
Glicny, must submit a good faith deposit equal to $100,000 in
cash.  All Bid Deposits of Qualified Bidders, other than the
Successful Bidder and the Runner-Up Bidder will be returned not
later than five business days following conclusion of the auction.
The Bid Deposit of the Successful Bidder will be credited against
the purchase price at the closing of the Sale. If the Successful
Bidder does not close on or before the Closing Date and the
failure to close is not materially caused by the Trustee, then the
Bid Deposit of the Successful Bidder(s) will be retained by the
Debtors' consolidated estate, subject to the liens and security
interests of Glicny.

Unless the Runner-Up Bidder(s) become the Successful Bidder, the
Bid Deposit(s) of the Runner-Up Bidder(s) will be returned not
later than the earlier of (i) 10 days following the entry of the
order approving the sale of the Southland Property to the
Successful Bidder and (ii) two business days following the closing
of the sale of the Southland Property to the Successful Bidder(s).

The Qualified Bidder must bid an amount that is at least 10%
greater than the Stalking Horse Bid for the Southland Property,
plus the amount of any commission to be paid to any broker
retained or employed by the Qualified Bidder and customary closing
costs, such that the net amount paid to the Debtors' consolidated
estate will be 110% of the Stalking Horse Bid.

All bids after the Auction Starting Bid will be in an amount of at
least $100,000 above of the prior highest bid, plus the amount of
any commission to be paid to any broker retained or employed by
the Qualified Bidder and customary closing costs.

All bids over the Auction Starting Bid will be made on an open
basis, and all material terms of each bid shall be fully disclosed
to all other bidders.

The Trustee and Glicny will review the bids and determine the
highest and best bid as the Successful Bid(s) for the Southland
Property and the next highest as the Runner-up Bid.

The holder of the Successful Bid must close on the sale of the
Southland Property within five business days of entry of the order
approving the sale.  If the closing does not occur on or before
the Closing Date, the Trustee, with the consent of Glicny, may
choose to close with the Runner-Up Bidder for the Southland
Property who will then have five days to close.

If Glicny is not the Successful Bidder or the Runner-Up Bidder and
both the Successful Bidder and the Runner-Up Bidder fail to timely
close the Sale, the Southland Property will be sold to Glicny in
accordance with Glicny's highest credit bid submitted at the
Auction.

Objections to the sale were due May 23.

                           Sale Motion

Glicny asserts a first priority liens and security interests in
the real property and rents and revenues generated therefrom,
together with all personal property located on or used in
connection therewith:

     -- The vacant big box property located at 8245 Springboro
        Pike, Miami Township, Ohio 45342 ("Cub Foods I");

     -- The retail shops located next to Cub Foods I at 8209,
        8265-8361 Springboro Pike, Miami Township, Ohio 45342
        (the "Adjacent Shops"); and

     -- The vacant big box property 6134-6140 Wilmington Pike,
        Sugarcreek Township, Ohio 45459 ("Cub Foods II").

The Glicny Collateral secures repayment and performance of certain
obligations of the Estate under the Glicny Loan Documents.

As of the Petition Date, Glicny asserts the Estate was indebted to
Glicny under the Glicny Loan Documents in amounts exceeding
$14,112,936.82.

In its Motion, the Chapter 11 trustee seeks authority to sell only
the Glicny Collateral, excluding only the Glicny Cash Collateral,
and authority to assume and assign the unexpired leases related to
the Glicny Real Property via auction sale, free and clear of all
claims, interests, liens, and encumbrances, with Glicny?s liens
attaching to all of the proceeds from such Sale (defined herein).
All other assets of the Debtors? consolidated estate that Glicny
asserts are subject to its liens, including the Glicny Gross Rents
paid or accrued prior to the closing of the Sale and all cash
collateral that Glicny asserts is subject to its liens, are
excluded from the Sale Assets but will be fully administered at
closing of the Sale.

The Chapter 11 trustee proposes to separately sell (i) the
Southland Property as a whole, and (ii) Cub Foods II.
Alternatively, the Chapter 11 trustee will entertain bids for the
Southland Property and Cub Foods II in a single overall bid.
Glicny has consented to a sale that incorporates this process.
Glicny has not consented to a sale that would involve the
Southland Shopping Center Property and Cub Foods I being sold
separately under 11 U.S.C. Sec. 363.

First Financial Bank N.A. had filed a Limited Objection to the
Bidding Procedures Motion.  The bank said assets subject to the
lien of First Financial are not included in the proposed sale. In
fact, First Financial has filed a Plan of Reorganization with the
Trustee that will allow property subject to First Financial's lien
to remain owned by reorganized Lofino Properties.

The bank, however, noted that it was recently discovered that the
proposed sale will affect the lease of Breads of the World, LLC, a
tenant whose Panera Bread restaurant is located on real property
subject to the lien of First Financial and parking lot is on land
subject to the lien of Glicny.  The so-called Lot 3B is subject to
the mortgage of First Financial.  The so-called Lot 2A represents
the property described as Cub Foods II in Procedure Motion,
subject to the mortgage of Glicny.  The bank said the portion of
Lot 2A included in Breads' lease represents the only ingress and
egress to access the Panera Bread restaurant and includes 14
parking spaces and a necessary dumpster.  That portion of Lot 2A
is vital to Breads' lease.

According to the bank, to the extent the Cub Foods II property is
sold free and clear of the interest held by Breads in its leased
parking lot, that sale will substantially impair Breads' lease
and, thereby, affect the value of First Financial's collateral
(which includes an assignment of Breads' lease). First Financial
believes it may be necessary to sever the portion of Lot 2A
included in Breads' lease and join it with Lot 3B to protect the
value of Breads' lease.  First Financial said the sale procedures
should be modified to provide that the portion of Lot 2A subject
to the Bread lease is not included in the assets being sold under
the Sale Motion unless an agreement acceptable to Glicny, First
Financial, the Trustee and Breads can reached for inclusion of
such property in the sale.

Glicny filed a response to First Financial's Limited Objection.
It said First Financial's Limited Objection is not an objection to
any sales procedures requested by the Trustee. Instead, the
objection merely notes that First Financial is upset with the
status of its collateral vis-a-vis the status of Glicny's
collateral.  None of the issues raised in the Limited Objection
are relevant to the Sales Procedures Motion or Glicny's rights
under its loan and security documents, and the Limited Objection
should be overruled.

Counsel for Breads of the World tendered an oral objection to the
Motion limited to the Cub Foods II property.

Glicny also has filed a motion seeking relief from the automatic
stay as a backup in the event the sale does not proceed.  Upon
receiving stay relief, Glicny would foreclose in state court, and
the leasehold interest in Glicny's property will be extinguished
in that forum as well.

              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., at
Wood & Lamping LLP.

Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.

Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., --
mguthrie@cpmlaw.com and lfriedberg@cpmlaw.com -- at Carlile
Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as
Receiver.

Larry J. McClatchey, Esq. -- lmcclatchey@keglerbrown -- at Kegler
Brown Hill + Ritter, represents LCM Investments Management LLC.

GLICNY Real Estate Holding, LLC, is represented by:

     Isaac M. Gabriel, Esq.
     QUARLES & BRADY LLP
     One Renaissance Square
     2 North Central
     Phoenix, AZ 85004
     Tel: (602) 230-4622
     E-mail: isaac.gabriel@quarles.com

          - and -

     Gilbert E. Blomgren, Esq.
     BLOMGREN & BOBKA CO., L.P.A.
     1370 Ontario Street, Suite 600
     Cleveland, Ohio 44113
     Tel: (216) 622-1234
     E-mail: gblomgren@bnblawyers.com


LOFINO PROPERTIES: June 5 Hearing on Glicny's Bid to Foreclose
--------------------------------------------------------------
The Bankruptcy Court will hold a hearing June 5, 2014, at 10:30
a.m. to consider the request of Glicny Real Estate Holding, LLC,
for relief from the automatic stay in the Chapter 11 cases of
Lofino Properties LLC and Southland 75, LLC.

Glicny said it filed the request as a backup in the event the sale
of the Debtors' property does not proceed.  Upon receiving stay
relief, Glicny would foreclose in state court, and the leasehold
interest in the property will be extinguished in that forum as
well.

Objections to the Glicny's request are due May 28.

Glicny said the Chapter 11 Trustee has acknowledged that there is
no equity in the Glicny Collateral, and the cash collateral
generated by the Glicny Collateral is insufficient to pay ongoing
expenses, including the significant real property taxes coming due
in July.

Glicny said in a Court filing earlier this month that it and the
Trustee have discussed and are continuing to work on a Section 363
sale as an exit strategy, but in the event such process is not
concluded, Glicny should be granted stay relief with respect to
its collateral because there is no equity in the Glicny Collateral
and the Glicny Collateral is not necessary for any reorganization.
Further, given that the looming real property taxes will prime
Glicny's position and erode its already undersecured position,
Glicny is not being adequately protected in this case.

Glicny also said the rate at which its Collateral will deteriorate
has been accelerated due to the recent revelation that the largest
tenant of the Glicny Collateral is terminating its lease and
vacating the Glicny Collateral. Not only does this defeat any
hopes of a reorganization of the Glicny Collateral, but it will
also substantially diminish the value of the Glicny Collateral.
The post-petition diminution of the Collateral, Glicny said, may
give rise to a Section 507(b) super-priority claim in favor or
Glicny, and Glicny reserves all its rights to assert a Section
507(b) claim against the Estate.

Glicny said it holds first priority liens and security interests
in the real property and rents and revenues generated therefrom,
together with all personal property located on or used in
connection therewith:

     -- The vacant big box property located at 8245 Springboro
        Pike, Miami Township, Ohio 45342 ("Cub Foods I");

     -- The retail shops located next to Cub Foods I at 8209,
        8265-8361 Springboro Pike, Miami Township, Ohio 45342
        (the "Adjacent Shops"); and

     -- The vacant big box property 6134-6140 Wilmington Pike,
        Sugarcreek Township, Ohio 45459 ("Cub Foods II").

The Glicny Collateral secures repayment and performance of certain
obligations of the Estate under the Glicny Loan Documents.

On Nov. 21, 2013, the Court ruled that the total amount owing
under the Adjacent Shops Note is $5,700,000, and the total amount
owing under the Cub I Note is $4,200,000.  Thus, the total
indebtedness secured by the Cub Foods I and the Adjacent Shops
property is at least $9,900,000, plus accrued and accruing
interest, attorneys' fees, and other chargeable amounts owing
under the loan documents.

However, the estimated value of Cub Foods I and the Adjacent Shops
property likely renders Glicny undersecured.  In the November
Ruling, the Court estimated the value of Cub Foods I in its
current state to be $1,650,000, and the Adjacent Shops to be
$7,750,000.  Thus, the total collateral securing the Cub Foods I
and Adjacent Shops property is estimated to be worth $9,400,000
(versus at least $9,900,000 of indebtedness).

In the November Ruling, the Court said the total amount owing
under the Cub II Note is $4,200,000, versus an estimated current
value of $1,675,000 for the Cub Foods II property. Overall, Glicny
appears to be undersecured by at least $3,000,000 in the
aggregate.

As of the Petition Date, Glicny asserts the Estate was indebted to
Glicny under the Glicny Loan Documents in amounts exceeding
$14,112,936.82.

Prepetition, Southland and Lofino each defaulted under the Glicny
Loan Documents.  As a result of the defaults, Glicny filed
complaints in the Ohio Court of Common Pleas to have a receiver
appointed over the Glicny Collateral, pending foreclosure on
Glicny?s liens and security interests.  In May 2013, Jamie Hadac
of Foresite Realty was appointed by the State Court to preserve
and protect the Glicny Collateral, as provided in the receivership
orders.  The Receiver was in possession and control of the Glicny
Collateral over five months before Lofino and Southland each filed
for Chapter 11.  The Receiver has since been employed by the
Chapter 11 trustee to operate the Glicny Collateral post-petition
as property manager.

Glicny also disclosed that on the Petition Date, OfficeMax, Inc.
was a tenant of approximated 25% of the Adjacent Shops, which
comprise part of the Glicny Collateral.  Post-petition, OfficeMax
has notified the Chapter 11 trustee that it intends to vacate the
Adjacent Shops.

Glicny said the loss of the OfficeMax tenant will cause a
substantial decline in the value of the Adjacent Shops.  The
Chapter 11 trustee has no ability to adequately protect Glicny
from this post-petition decline in value of its collateral.
Moreover, the Chapter 11 trustee has acknowledged that Glicny is
significantly undersecured, especially in light of OfficeMax's
vacating of the property.  The Chapter 11 trustee has further
projected that there will not be sufficient Cash Collateral
generated from the Glicny Collateral to maintain and protect that
property in the longer term due to OfficeMax's vacating of its
leased premises and the substantial real property tax payment
coming due in July 2014.  Once the Glicny Collateral loses the
ability to sustain itself, the Glicny Collateral will quickly
deteriorate.  Glicny said the Chapter 11 trustee has no ability to
adequately protect Glicny from this post-petition deterioration of
its collateral.

              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., at
Wood & Lamping LLP.

Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.

Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile
Patchen & Murphy, represent Jamie Hadac, as Receiver.

Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter,
represents LCM Investments Management LLC.

GLICNY Real Estate Holding, LLC, is represented by Isaac M.
Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren,
Esq., at Blomgren & Bobka Co., L.P.A.


LPV SOUTHAVEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: LPV Southaven, Inc.
           dba Lifepointe Village of Southaven
        Attn: John R. Dunlap
        6070 Poplar Avenue, Suite 600
        Memphis, TN 38119

Case No.: 14-11867

Chapter 11 Petition Date: May 14, 2014

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: Hon. Jason D. Woodard

Debtor's Counsel: Michael P. Coury, Esq.
                  GLANKER BROWN PLLC
                  Suite 400, 6000 Poplar Avenue
                  Memphis, TN 38119
                  Tel: 901-525-1322
                  Fax: 901-525-2389
                  Email: mcoury@glankler.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by John R. Dunlap, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/msnb14-11867.pdf


LRB NURSES REGISTRY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: LRB Nurses Registry, Inc.
        4212 Church Ave
        Brooklyn, NY 11203

Case No.: 14-42616

Chapter 11 Petition Date: May 23, 2014

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

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Nigel E Blackman, Esq.
                  BLACKMAN & MELVILLE, P.C.
                  11 Broadway, Suite 615
                  New York, NY 10004
                  Tel: (718) 576-1646
                  Fax: (718) 228-8795
                  Email: nigel@bmlawonline.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Rosemund Norton, president.

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


LUPATECH S.A.: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: Ricardo Doebeli

Chapter 15 Debtor affiliates:

       Entity                                    Case No.
       ------                                    --------
       Lupatech, S.A.                            14-11559
       Ricardo Doebeli
       Building C, Rodovia Anhanguera
       Km 199 at Rua Arnaldo J. Mauerber
       Distrito Industrial, 134600-000,
       Nova Odessa

       Lupatech-Euipamentos e Servicos           14-11560
       para Petroleo Ltda

       Mipel Industira e Comercio de             14-11561
       Valvulas Ltda

       Jefferson Solenoidbras Ltda               14-11562

       Lupatech Finance Limited                  14-11563

Type of Business: Provider of highly technical components and
                  related specialized services to the oil and gas
                  industries.

Chapter 15 Petition Date: May 22, 2014

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

Judge: Hon. Stuart M. Bernstein

Chapter 15 Petitioner's      Douglas P. Bartner, Esq.
Counsel:                     Robert A. Britton, Esq.
                             SHEARMAN & STERLING LLP
                             599 Lexington Avenue
                             New York, NY 10022-6069
                             Tel: (212) 848-8190
                             Fax: (212) 848-4387
                             Email: dbartner@shearman.com
                                    robert.britton@shearman.com

Noticing Agent:              Angela Ferrante, Esq.
                             GCG, INC.
                             1985 Marcus Avenue, Suite 200
                             Lake Success, NY 11042
                             Tel: 631-470-5000
                             Email: PACERTeam@gardencitygroup.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion


MARTIFER AURORA: Needs Time to File Plan; Still Selecting Buyer
---------------------------------------------------------------
Martifer Aurora Solar, LLC, filed a motion with the U.S.
Bankruptcy Court for the District of Nevada to extend until
Aug. 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 Oct. 20, 2014.

Absent an extension, the Debtors' initial Exclusive Filing Period
was set to expire on May 21 and their Exclusive Solicitation
Period is set to expire July 20.

The Debtors explained that, the during the first few months of the
Chapter 11 Cases and FTI Consulting's relatively recent
engagement, most of the Debtors' resources have necessarily been
devoted to ensuring a smooth transition to Chapter 11, ensuring
the Debtors' access to financing, maintaining uninterrupted
operations and evaluating its assets and liabilities. As a result,
the Debtors have not yet had the opportunity to complete the
evaluations which are necessary to the formulation of a plan.

The Debtors also related that since the Petition Date, their
management and restructuring professionals have been in regular
contact with senior executives and restructuring professionals
representing the Debtors' major constituencies.  However, the
internal management issues within Debtors in the first months of
these Chapter 11 Cases posed a significant distraction.  In
addition to telephonic contact, several face to face meetings have
taken place and restructuring professionals have met numerous
times.

The Debtors also said they have been responding to creditor
requests for a tremendous amount of financial and other
information for plan negotiations.  The Debtors' management and
professionals have been preparing financial models and term sheets
and they have engaged with creditor groups in plan discussions.

The Debtors also noted that FTI, since its engagement, has
concentrated its efforts on moving the Debtors towards a plan of
reorganization and related disclosure statement.  The Debtors
initially contemplated for the plan to provide for the sale of the
Debtors' assets to a stalking horse bidder, with an auction of the
Debtors' assets before the confirmation hearing on the Plan.

FTI prepared a solicitation "Teaser" and sent it out to about 280
parties on March 31, 2014, to actively solicit bids.  An
additional 20 parties have subsequently received the teaser,
bringing the total to approximately 300 parties that have received
it.  Approximately one-fourth of the potential bidders are
financial entities (investor groups interested in clean tech
and/or distressed assets) and the remaining three-fourths are
strategic entities (companies involved in the solar energy field).
The target list was pulled from FTI's proprietary database that
was compiled from conducting numerous other sale processes within
the clean tech arena, and specifically in the solar energy field.

The Debtors set up a Merrill Date Site, containing pertinent
information concerning their assets and operations.  FTI provided
a non-disclosure agreement to parties interested in acquiring the
Debtors' assets; upon signing the NDA, such parties were granted
access to the Merrill Data Site.  In addition, the Debtors' key
employees have been available for discussions with interested
parties.  FTI has answered due diligence questions from numerous
interest parties that have executed the NDA, along with assistance
from the Debtors' key employees.

FTI set May 15, 2014 as the deadline for the initial letters of
intent and has received four LOIs.  The Debtors are formulating
the bidding procedures for an auction sale under section 363
instead of a plan, and are in the process of selecting their
stalking horse bidder.

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

The Debtors also won approval to hire FTI and Michael Tucker, a
senior managing director of FTI, to serve as the company's chief
restructuring officer.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Pachulski Stang Ziehl &
Jones LLP's Bradford J. Sandler, Esq., Shirley S. Cho, Esq., Jason
Rosell, Esq., and Patricia Jeffries, Esq.; and Larson & Zirzow,
Matthew C. Zirzow, Esq., Zachariah Larson, Esq., and Carey
Shurtliff, Esq., as counsel.

                           *     *     *

Martifer Aurora Solar LLC intends to emerge from reorganization by
mid-July by selling the business.  According to a Bloomberg News
report, the Company has said it hopes to have a so-called
stalking-horse bidder signed to a contract in time for an auction
in mid-June.


METRO FORT: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Metro Fort Myers, LLC
        17660 S. Tamiami Trail, Suite 106
        Fort Myers, FL 33908

Case No.: 14-05893

Chapter 11 Petition Date: May 23, 2014

Court: Hon. United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Robert L Vaughn, Esq.
                  LAW OFFICE OF ROBERT L. VAUGHN PA
                  2080 Collier Ave.
                  Fort Myers, FL 33901
                  Tel: 239-936-9393
                  Fax: 239-936-9237
                  Email: Robert@vaughnlaw.net

Total Assets: $996,336

Total Liabilities: $10 million

The petition was signed by Henry A. Porterfield, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-05893.pdf


MILLER HEIMAN: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Miller Heiman Inc.
is a borrower traded in the secondary market at 96.10 cents-on-
the-dollar during the week ended Friday, May 23, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.22
percentage points from the previous week, The Journal relates.
Miller Heiman pays 575 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Sept. 24, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


MONARCH COMMUNITY: Shareholders Elected Three Directors
-------------------------------------------------------
Monarch Community Bancorp, Inc., held its annual meeting of
shareholders on May 20, 2014, at which the shareholders:

   1. elected Harold A. Adamson, James W. Gordon and Karl F.
      Loomis as directors for a three-year term to expire in 2017;

   2. approved the compensation of the Company's executive
      officers;

   3. approved, on a non-binding advisory basis, the holding of
      future advisory vote on executive compensation every three
      years; and

   4. ratified the appointment of Plante & Moran, PLLC, as the
      Company's independent auditors for the fiscal year ending
      Dec. 31, 2014.

                      About Monarch Community

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

Monarch Community reported a net loss available to common
stockholders of $2.55 million in 2013, a net loss available to
common sockholders of $741,000 in 2012 and a net loss of $353,000
in 2011.  The Company's balance sheet at March 31, 2014, showed
$183.54 million in total assets, $163.67 million in total
liabilities and $19.87 million in total stockholders' equity.


MONTAGE TECHNOLOGY: Receives NASDAQ Listing Non-Compliance Notice
-----------------------------------------------------------------
Montage Technology Group Limited, a global fabless provider of
analog and mixed-signal semiconductor solutions addressing the
home entertainment and cloud computing markets, on May 22
disclosed that on May 20, 2014, Montage Technology Group Limited
received a letter from the NASDAQ Stock Market LLC indicating that
NASDAQ has determined that the Company's failure to file its Form
10-Q for the period ended March 31, 2014 with the Securities and
Exchange Commission serves as an additional basis to delist the
ordinary shares of the Company pursuant to NASDAQ Listing Rule
5250(c)(1).

The Company disclosed in its Form 12b-25 Notification of Late
Filing, filed on May 16, 2014, that its Form 10-Q for the period
ended March 31, 2014 cannot be finalized until the completion of
the audit committee's review of allegations contained in reports
issued by Gravity Research and the completion of the audit of the
Company's financial statements for the period ended March 31,
2014.

As previously disclosed, pursuant to NASDAQ Listing Rule 5101,
NASDAQ has elected to exercise its discretionary authority to
expedite the review process and has requested that the Company, if
it chooses to do so, submit a plan to regain compliance with
NASDAQ's requirements for continued listing no later than June 2,
2014.  If NASDAQ accepts the plan, the Company will be granted an
exception of up to 180 calendar days from March 31, 2014, or
September 29, 2014, to regain compliance.  If the Company does not
submit a plan of compliance, or if the plan is not accepted by
NASDAQ, the Company may be subject to delisting procedures as set
forth in the NASDAQ Listing Rules.

The Company plans to provide NASDAQ with a plan by June 2, 2014 to
show that it will be able to return to compliance with the NASDAQ
Listing Rules by filing its Forms 10-K and 10-Q.

                    About Montage Technology

Montage Technology -- http://www.montage-tech.com-- is a global
fabless provider of analog and mixed-signal semiconductor
solutions currently addressing the home entertainment and cloud
computing markets.  In the home entertainment market, Montage's
technology platform enables the Company to design highly
integrated end-to-end solutions with customized software for
set-top boxes.  These solutions optimize signal processing
performance under demanding operating conditions typically found
in emerging marketing environments.  In the cloud computing
market, Montage offers high performance, low power memory
interface solutions that enable memory intensive server
applications.  Its technology platform approach allows Montage to
provide integrated solutions that meet the expanding needs of
customers through continuous innovation, efficient design and
rapid product development.


MT. GOX: Plan To Resurrect Exchange Can Be Pitched To Trustee
-------------------------------------------------------------
Law360 reported that U.S. creditors behind a proposed class action
over Mt. Gox Inc.'s collapse won initial approval of a settlement,
which will allow them to pitch a plan to revive the bitcoin
exchange, to the trustee overseeing Mt. Gox's bankruptcy in Japan.

According to the report, At a federal court hearing in Chicago,
U.S. District Judge Gary Feinerman granted preliminary approval to
the deal, in which plaintiffs Gregory Greene and Joseph Lack
agreed to drop claims against two Mt. Gox executives and stay the
remainder of their lawsuit targeting CEO Mark Karpeles and others.

The settlement is based on a proposed reorganization plan that
would turn control of Mt. Gox over to investor group Sunlot
Holdings Ltd. and hand customers of the old exchange a 16.5
percent stake in Mt. Gox's renewed operations, the report related.
The creditors would also immediately receive a prorated
disbursement of 200,000 bitcoins -- worth around $116 million --
and other currency still held by Mt. Gox, which shut down after
filing for bankruptcy in Tokyo court in late February, the report
said.

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NAVIENT CORP: Ability to Repay Debt is Under Pressure, Fitch Says
-----------------------------------------------------------------
Navient Corporation's expected cash flows from the runoff
portfolio and fee-based businesses would be sufficient to repay
$18 billion in existing senior unsecured debt under a single
factor stress scenario, according to Fitch Ratings.

This according to Fitch's analysis of Navient's (rated 'BB' with a
Stable Outlook) $130 billion legacy FFELP and private student loan
portfolio.  That said, Navient's ability to repay debt in full
would come under pressure in a scenario where multiple stress
factors are simultaneously applied.

Following the strategic separation of Navient from SLM Corporation
(SLM) in April, Fitch assigned a new 'BB' IDR to Navient and
transferred SLM's senior unsecured debt ratings to Navient at
'BB'.  Per the terms of the separation, SLM's existing public
unsecured debt was assumed by Navient.

Ratings assigned to Navient's outstanding debt reflect continued
uncertainty regarding the long-term strategic direction of the
company.  However, Fitch believes the run-off cash flow analysis
provides a degree of downside protection to debt holders.


NET ELEMENT: Drew Freeman Appointed to Board of Directors
---------------------------------------------------------
Drew Freeman has been appointed to Net Element's Board of
Directors and will serve on the Board's Audit Committee.

Mr. Freeman is replacing Felix Vulis as an independent director of
Net Element.  Mr. Vulis resigned effective May 21, 2014.  Mr.
Vulis served on the Board of Directors of the Company since
October 2012 and resigned due to personal reasons.  There was no
disagreement with the Board of Directors or the Company's
management, with respect to Mr. Vulis' departure.

Mr. Freeman is an accomplished industry veteran with more than 30
years of electronic payments and merchant services industry
experience.  His experience includes extensive work with agent
banks, referral banks, direct sales, software integration,
internet sales, dining programs, American Express, Diners Club,
Discover Card, JCB and ISO/MSP programs. Mr. Freeman is currently
the president of Freeman Consulting, Inc., a payments consulting
firm that works with private equity groups and independent sales
organizations.  Prior to that, Mr. Freeman served as president of
Merchant Data Systems from 2009 to 2013, Group Executive at Chase
Paymentech from 2006 to 2007, and executive vice president at JP
Morgan Chase-First Data JV (Chase Merchant Services) from 2000 to
2006.  Mr. Freeman earned a bachelor of business administration
degree from the University of Miami.

"I am pleased to have Drew join our Board of Directors," Oleg
Firer, CEO of Net Element commented.  "Mr. Freeman will add value
with his considerable experience and knowledge in the electronic
payments industry."

Mr. Freeman commented, "I am honored to join Net Element's Board
of Directors and look forward to helping the Company in its growth
and expansion."

As a member of the Company's Audit Committee, Mr. Freeman will
receive an annual retainer of $5,000.  Mr. Freeman will also
receive a grant of 15,000 shares of the Company's common stock per
year (pro-rated for any partial calendar year for which he
serves), which shares will vest on a quarterly basis during the
year of service.  The Company will also reimburse Mr. Freeman for
all reasonable out-of-pocket expenses incurred in connection with
his attendance at meetings of the Board of Directors and any
committees thereof, including, without limitation, travel, lodging
and meal expenses.

                         About Net Element

Miami, Fla.-based Net Element International, Inc. (formerly Net
Element, Inc.,) currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $48.31 million in 2013, as
compared with a net loss of $16.38 million in 2012.  As of Dec.
31, 2013, the Company had $22.50 million in total assets, $37.91
million in total liabilities and a $15.40 million total
stockholders' deficit.

BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.


NOBLE LOGISTICS: Court Approves Sale to Gladstone
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sale of Noble Logistics Inc., et al.'s assets to NDLI
Acquisition, Inc., an entity affiliated with the Debtors' junior
secured lender, Gladstone Investment Corp.

There were no competing bids, so an auction was cancelled.  The
price is at least $19 million, compared with the original contract
for $14.5 million, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said.  If the buyer ends up not assuming
liabilities to cure payment defaults on contracts going along with
the sale, those costs will increase the purchase price, Mr.
Rochelle added.

                  About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


OCZ TECHNOLOGY: Files Liquidating Plan for July Confirmation
------------------------------------------------------------
OCZ Technology Group Inc. filed with the U.S. Bankruptcy Court for
the District of Delaware a plan of liquidation and accompanying
disclosure statement after selling most of its business for $35
million to Toshiba Corp.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidating plan may pay nothing to unsecured
creditors, except for proceeds from lawsuits.  The plan provides
that holders of $13.1 million in 9% convertible senior secured
notes will receive what's left after paying costs of bankruptcy,
other than recoveries from lawsuits, the report related. The
percentage recovery for noteholders is left blank for now in the
explanatory disclosure statement, the report further related.

There will be a hearing on June 13 for approval of the disclosure
statement, while the tentative schedule calls for a July 6
confirmation hearing to approve the plan, the report added.

                             About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.

OCZ Technology, on Jan. 17, 2014, received approval from the
Bankruptcy Court to sell substantially all of its assets to
Toshiba Corporation for $35 million.  OCZ Technology changed its
name to ZCO Liquidating Corporation.


OVERSEAS SHIPHOLDING: Plan Outline Hearing Moved to Tuesday
-----------------------------------------------------------
Bankruptcy Judge Peter J. Walsh in Delaware moved to Tuesday, May
27, 2014, at 2:00 p.m. the hearing to consider approval of the
disclosure statement explaining the First Amended Plan of
Reorganization filed by Overseas Shipholding Group, Inc. and its
affiliated debtors.

The Plan was filed May 2 and effectuates the terms of an
alternative plan received from certain holders of existing equity
interests of the Company representing approximately 30% of the
existing common stock of OSG.

The Disclosure Statement hearing was originally set for May 23.

At the hearing, the Court will also consider an equity commitment
agreement that OSG reached with the equity holders.

Upon approval of the Disclosure Statement, the Debtors will
solicit acceptances of the Amended Equity Plan, and seek its
confirmation by the Bankruptcy Court in accordance with the
Bankruptcy Court's orders.

On May 23, the Bankruptcy Court permitted OSG to file an
unredacted form of the exit financing letter under seal.

The Bankruptcy Court also granted OSG's request and vacated the
final order establishing restrictions and procedures for certain
trading activity in equity interests in OSG.

                   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.  On May 20, 2014, the
Debtors said the amount to be raised through the rights offering
has been increased to $1.505 billion, pursuant to the issuance of
additional subscription rights.

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.


OVERSEAS SHIPHOLDING: Rights Offering Raised to $1.505 Billion
--------------------------------------------------------------
Overseas Shipholding Group, Inc. and its affiliated debtors
entered into an equity commitment agreement on May 2, 2014, with
certain parties, including certain holders of existing equity
interests of the Company representing approximately 30% of the
existing common stock of OSG.

On May 20, 2014, the Debtors and each of the Commitment Parties
entered into an amendment to the Equity Commitment Agreement.  The
Amendment increases the amount to be raised by the Company through
the rights offering contemplated by the Equity Commitment
Agreement from $1.500 billion to $1.505 billion, pursuant to the
issuance of additional subscription rights.  The Rights Offering
will be back-stopped by each Commitment Party or its designee on a
several but not joint basis.  The Equity Commitment Agreement also
increases the number of Class A shares or Class A warrants that
can be purchased for each share held of OSG common stock upon
exercise of each Subscription Right by certain holders thereof,
from 11.5 Class A shares or Class A warrants to 12 Class A shares
or Class A warrants. The Equity Commitment Agreement, as amended,
remains subject to the approval of the Bankruptcy Court.

                   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.  On May 20, 2014, the
Debtors said the amount to be raised through the rights offering
has been increased to $1.505 billion, pursuant to the issuance of
additional subscription rights.

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.


OVERSEAS SHIPHOLDING: Settles Class Suit, Rift With CEXIM & DSF
---------------------------------------------------------------
Overseas Shipholding Group, Inc. and its affiliated debtors filed
on May 2, 2014, with the Bankruptcy Court an amended plan of
reorganization that effectuates the terms of the alternative plan
of reorganization received from certain holders of existing equity
interests of the Company representing approximately 30% of the
existing common stock of OSG.

On May 21, 2014, the Debtors filed with the Bankruptcy Court an
amendment to the Equity Plan and Disclosure Statement.  The
Amended Equity Plan reflects the resolution of disputes with three
separate creditor constituents.

On May 23, the Bankruptcy Court approved those stipulations.

     (A) Settlement of Securities Class Action

On May 20, 2014, the Debtors and court-appointed lead plaintiffs
in the consolidated securities class action styled In re OSG
Securities Litigation, pending in the United States District Court
for the Southern District of New York, entered into a stipulation
providing for settlement and resolution of Lead Plaintiffs' claims
against the Debtors pursuant to the Amended Equity Plan.  Pursuant
to the Securities Class Stipulation, the Debtors have agreed to
provide in the Amended Equity Plan for allowance of the Lead
Plaintiffs' claims, on behalf of a class of persons who, between
October 29, 2007 and October 19, 2012, purchased (i) 8.125% Senior
Notes due 2018 issued or traceable to the $300 million public
offering on or about March 24, 2010 or (ii) OSG common stock.

The claims will be allowed, in full, final and complete settlement
of any claims Lead Plaintiffs or members of the Putative Class
have or could have asserted against the Debtors through the
following distributions:

     (i) $7 million in cash, payable by the Debtors on the
         initial distribution date for the Amended Equity Plan;

    (ii) 15% of the Net Proceeds of the Debtors' professional
         liability action against Proskauer Rose LLP and certain
         individual defendants;

   (iii) $5 million in cash, payable by Reorganized OSG upon
         resolution of the Professional Liability Action;

    (iv) $3 million in cash, payable by Reorganized OSG on the
         first anniversary of the effective date of the Amended
         Equity Plan;

     (v) proceeds of any of the Debtors' residual interests
         in certain director and officer insurance policies; and

    (vi) any remaining cash in a $2 million reserve, after
         accounting for satisfaction or resolution of other
         subordinated claims.

OSG revised the Plan to provide that a single Class (New Class E1)
will comprise all Subordinated Debt and Equity Claims, including
but not limited to Claim 1547 filed by the Lead Plaintiffs.  The
New Class E1 will be impaired.

OSG's original plan filed in March 2014, provided that all claims
of the Putative Class would be treated as Subordinated Claims and
classified together with Old OSG Equity Interests in Class E1,
regardless of whether the Putative Class claims were based on
purchase or sale of Debt Securities or Equity Securities.  The
Original Plan also provided that holders of Allowed Class E1
Claims would receive a pro rata share of Reorganized OSG Equity
equal to $61.4 million, subject to dilution on account of certain
events.

The First Amended Plan filed on May 2 provided that the Debt
Securities Claims would be classified in new Class E1 and Equity
Securities Claims would be in new Class E2.  The Holders of
Allowed Claim in E1 or E2 would receive its pro rata share of the
proceeds of any residual director and officer insurance, and to
the extent its Claim exceed that Pro Rata share, Cash equal to the
amount of the Allowed Claim form and subject to a reserve capped
at $2 million.

The Lead Plaintiffs objected to the treatment of their Claim
provided in both Plan versions.  The Debtors and the Lead
Plaintiffs engaged in negotiations to avoid costs and risks
inherent in litigating the Objection.

The Securities Class Stipulation resolves only the Lead
Plaintiffs' and Putative Class members' claims against the
Debtors.  The Lead Plaintiffs' claims pending in the District
Court against certain of the Debtors' current and former officers,
auditors and underwriters are unaffected. The Securities Class
Stipulation provides for Lead Plaintiffs' agreement to support and
vote in favor of the Amended Equity Plan. Allocation and
distribution to members of the Putative Class, as well as approval
of legal fees and reimbursement of expenses to counsel for Lead
Plaintiffs, will be resolved by the District Court, subject to
approval by the Bankruptcy Court.

     (B) Settlements With CEXIM, DSF Lenders

On April 23, 2014, the Debtors received notices from the lenders
under their pre-petition secured loan facilities, the Export-
Import Bank of China ("CEXIM") and Danish Ship Finance ("DSF"),
that CEXIM and DSF intended to object to the then current plan of
reorganization on the basis, among other things, that it did not
provide for payment of 2% contractual default interest as provided
under their respective loan agreements.

CEXIM filed seven proofs of claim asserting claims for at least
$311,751,114 in principal, plus interest and additional fees.

DSF filed 13 proofs of claim asserting claims for at least
$268,626,135 in principal, plus interest and additional fees.

On May 21, 2014, the Debtors entered into stipulations with CEXIM
and DSF providing for settlement and resolution of all potential
objections of CEXIM and DSF to the Amended Equity Plan.  Pursuant
to the CEXIM and DSF Stipulations, the Debtors have agreed to
provide in the Amended Equity Plan for allowance of default
interest on the principal amount outstanding under the CEXIM and
DSF facilities at the rate of 1% per annum from the Petition Date.

Specifically, the Debtors agreed to amend the First Amended Plan
to provide for the allowance of the CEXIM Claims in the aggregate
principal amount of $311,751,114.  The Debtors will also amend the
First Amended Plan to provide for the allowance of the DSF Claims
in the aggregate principal amount of $266,935,724.

The CEXIM and DSF Stipulations provide for CEXIM and DSF's
agreement to support and vote in factor of the Amended Equity
Plan.

CEXIM is represented by:

     Louis R. Strubeck, Esq.
     NORTON ROSE FULBRIGHT LLP
     2200 Ross Avenue, Suite 2800
     Dallas, TX 75201
     Tel: 214-855-8000
     Fax: 214-855-8200
     E-mail: louis.strubeck@nortonrosefulbright.com

DSF is represented by:

     John R. Ashmead, Esq.
     SEWARD & KISSEL LLP
     One Battery Park Plaza
     New York, NY 10004
     Tel: 212-574-1200
     Fax: 212-480-8421
     E-mail: ashmead@sewkis.com

                   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.  On May 20, 2014, the
Debtors said the amount to be raised through the rights offering
has been increased to $1.505 billion, pursuant to the issuance of
additional subscription rights.

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.


PEANUT CORP: Former Exec Pleads Guilty In Deadly Salmonella Case
----------------------------------------------------------------
Law360 reported that a former manager at defunct Peanut Corp. of
America faces up to six years in prison after he pled guilty
during an appearance in Georgia federal court to his role in a
massive salmonella outbreak that killed at least nine people.

According to the report, as part of a deal with prosecutors,
Samuel Lightsey pled guilty to seven counts, including wire fraud,
obstruction of justice and conspiracy.  He previously pled not
guilty to the same charges following his February 2013 indictment,
but he changed his plea, the report related.

Lightsey's charges carry a maximum of 53 years in prison, but a
plea agreement filed with the court said prosecutors plan to
recommend that he serve no more than six, the report further
related.  No date for the sentencing has been set, the report
said.

The case is UNITED STATES OF AMERICA v. Parnell et al., Case No.
1:13-cr-00012 (M.D. Ga.).

                        About Peanut Corp.

Peanut Corporation of America sold peanut butter and peanut paste
to companies that made products including cookies, crackers and
pet food.  Following a 2008 nationwide outbreak of Salmonella
poisoning that reports say sickened more than 700 people and
killed nine, Peanut Corp. -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

In September 2010, Judge Norman Moon of the U.S. District Court
for the Western District of Virginia allowed PCA settle tort
claims with more than two dozen victims of the 2008 salmonella
outbreak at the company's facilities.  Under the settlement, the
PCA trustee would distribute $12 million to resolve tort claims
arising from people who became ill or died after eating
salmonella-tainted peanut products.


PEREGRINE FINANCIAL: Reaches $10M Deal With Ponzi Victims
---------------------------------------------------------
Law360 reported that the trustee overseeing Peregrine Financial
Group Inc.'s bankruptcy asked an Illinois federal judge to approve
a $10 million settlement reached with the receiver recovering
funds from a Ponzi scheme run by jailed Crown Forex SA principal
Trevor Cook.

According to the report, Chapter 7 trustee Ira Bodenstein asked
Judge Carol A. Doyle to approve the settlement, which would
release the Peregrine estate from all but one of attorney R.J.
Zayed's claims, including allegations that Peregrine managers
ignored red flags as Cook and his cohorts sent them $48 million.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


POST HOLDINGS: Moody's Confirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service, Inc. confirmed the B1 Corporate Family
Rating (CFR) and B1-PD Probability of Default Rating (PDR) of Post
Holdings, Inc. ("Post") and lowered the company's senior unsecured
debt ratings to B2 from B1. Moody's also assigned ratings to $1.9
billion of debt instruments being arranged in connection with the
pending acquisition of Michael Foods Group, Inc. ("Michael
Foods"). The rating assignments include Ba1 ratings to $1.3
billion of proposed senior secured debt instruments, and a B2
rating to $630 million of proposed senior unsecured notes. Moody's
also affirmed the company's Speculative Grade Liquidity Rating at
SGL-3. The rating outlook is stable. This action concludes the
review for downgrade that commenced on April 17, 2014 after Post
announced that it had agreed to acquire Michael Foods for
approximately $2.5 billion. The transaction is expected to close
in June 2014.

Post plans to fund the $2.45 billion purchase price using cash on
hand and proceeds from a proposed $885 million senior secured term
loan due 2021, proposed $630 million of senior unsecured notes due
2022, and the issuance on May 21, 2014 of $262 million of common
stock and $250 million of common equity-linked securities
("Tangible Equity Units"). The company's existing senior secured
revolving credit facility expiring January 29, 2019 will be
increased to $400 million from $300 million at closing and will
remain undrawn.

At closing, financial leverage will increase with net debt/EBITDA
(after Moody's adjustments) rising to approximately 6.5 times from
4.5 times currently. Moody's expects that leverage will decline to
comfortably below 6 times by fiscal year end September 2015,
assuming that Post (including the pending $150 million PowerBar
acquisition) generates at least $200 million of free cash flow
next year.

Rating Rationale

The B1 Corporate Family Rating reflects high leverage resulting
from the acquisition of Michael Foods that will rise above
acceptable levels for the current rating. Moody's expects that
strong free cash flow from new and existing business will allow
the company to restore credit metrics to within an acceptable
range within 15 months. The rating also reflects Posts' reduced
capacity for additional financial leverage due to the unfavorable
acquisition-driven shift in business portfolio quality in recent
years toward newly-acquired businesses with lower margins and
greater earnings volatility.

"The scale and sales diversification added to the declining ready-
to-eat cereal business over the past two years is an important
credit positive," commented Brian Weddington, a Moody's Senior
Credit Officer. "But the acquisitions have also been dilutive to
the legacy cereal margins and have added new operational and
competitive challenges," added Weddington. For this reason,
Moody's lowered the level of sustainable debt/EBITDA at the B1
Corporate Family Rating to 5.75 times from 6.5 times.

Including pending acquisitions, Post will have completed eight
acquisitions in 18 months for over $4 billion in aggregate
transaction value. The Michael Foods acquisition will double
Post's sales to over $4.0 billion in fiscal 2015. The Michael
Foods business, which is concentrated in unbranded egg products,
generates relatively stable earnings and cash flow, but its profit
margins are lower and less stable than Post's. Moody's estimates
that the combined effect of margin-dilutive acquisitions and price
competition will reduce Post's operating profit margin to about 8%
in fiscal 2015 from over 14% in 2012, the year the company was
spun-off by Ralcorp Holdings.

Post plans to operate Michael Foods as an independent operating
subsidiary; however, all rated debt securities will be issued or
guaranteed by Post Holdings, Inc.

Post Holdings, Inc.

Ratings confirmed:

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

Ratings downgraded:

Senior unsecured debt to B2 (LGD 4, 67%) from B1 (LGD 4, 51%);

Ratings assigned:

Senior secured debt at Ba1 (LGD 2, 12%);

Senior unsecured debt at B2 (LGD 4, 67%);

Ratings affirmed:

Speculative Grade Liquidity Rating at SGL-3.

The rating outlook is stable.

The B2 senior unsecured debt rating is currently one notch below
the B1 Corporate Family Rating reflecting the junior position of
the $2.9 billion of unsecured debt in the capital structure
(including an unrated $36 million note related to the Tangible
Equity Units) relative to approximately $1.3 billion of proposed
senior secured debt instruments, including an undrawn $400 million
revolving credit facility.

Post's ratings could be downgraded if operational challenges or
future leveraged acquisitions cause a deterioration in financial
metrics such that debt/EBITDA is likely to be sustained above 5.75
times. The company's current rapid pace of acquisitions makes a
rating upgrade unlikely in the foreseeable future. However, the
ratings could eventually be upgraded if Post is able to
successfully integrate its recent acquisitions, and otherwise
successfully manages its acquisition-led growth. Additionally, for
an upgrade to be considered, Post will need to sustain debt/EBITDA
below 5.0 times.

Post Holdings, based in St. Louis, Missouri, is a manufacturer of
shelf-stable center-of-the-store cereal, active nutrition and
private label food products. Proforma annual sales, including
acquisitions completed to date, are about $1.9 billion.

Headquartered in Minnetonka, Minnesota, Michael Foods is a
producer and distributor of egg products (approximately 71%),
cheese and other dairy-case products (21%) and potato products
(8%). Net sales for the twelve months ended December 31, 2013 were
approximately $1.9 billion.


PLATINUM PROPERTIES: To Fund Plan From Asset Sale to PPMC
---------------------------------------------------------
Platinum Properties LLC and PPV LLC filed a Chapter 11 plan of
liquidation and an explanatory disclosure statement with the U.S.
Bankruptcy Court for the Southern District of Indiana.

                       Overview of the Plan

The Plan generally provides for the liquidation and conversion of
all of the Debtors' assets to cash and the distribution of the net
proceeds realized from the sale to creditors in accordance with
the priorities established by the Bankruptcy Code.  Described in
very general terms, Allowed Administrative Expense Claims, Allowed
Secured Claims, Allowed Priority Tax Claims, and Allowed Other
Priority Claims will be paid in Cash in full.  Allowed General
Unsecured Claims will receive a Pro Rata distribution of the
Debtors' remaining property. Based upon reasonable projections, it
does not appear that holders of Equity Interests will receive a
distribution under the Plan.

From and after the plan confirmation date, the Debtors will
continue in existence for the purposes set forth in the Plan.
From and after the confirmation date, and subject to the effective
date, the then current officers of each of the Debtors will
continue to serve in their respective capacities through the
earlier of the date the Debtors are dissolved in accordance with
the Plan and the date such officer resigns, is replaced or is
terminated.

The Plan becomes effective when (i) the Court has entered a
confirmation order, (ii) the confirmation order has become final
and non-appealable, and (iii) all other conditions to consummation
set forth in the plan have been satisfied.

                       Funding for the Plan

The Plan will be funded by (i) available cash on the effective
date, and (ii) funds available after the effective date from,
among other things, the liquidation of the Debtors' remaining
assets and the prosecution and enforcement of asserted causes of
action of the Debtors.

                             Plan Sale

As part of the plan sale, the Debtors seek approval of a private
sale of the personal property to Platinum Properties Management
Company LLC (PPMC) pursuant to Section 363 of the Bankruptcy Code.
The plan sale will close within 30 days of the entry of the
confirmation order.  The terms of the plan sale, a more detailed
description of the Personal Property to be sold, and a summary of
the appraised value of the personal property will be outlined in
the Plan, which will be provided on the exhibit filing date.

Upon the closing of the plan sale, the sale and transfer of the
personal property to PPMC will be a legal, valid, binding, and
effective transfer of the personal property to PPMC and will vest
in PPMC all rights, title and interests in the personal property
free and clear of any and all liens, claims, interests, and
encumbrances, including claims under successor liability theories
pursuant to Section 363(f) of the Bankruptcy Code, except the
personal property taxes will be paid by PPMC at the closing of the
plan sale.

Entry of the confirmation order will constitute the Court's
approval of the plan sale and the transfer of the personal
property to PPMC free and clear of any and all liens, claims,
interests, and encumbrances, including claims under successor
liability theories pursuant to Section 363(f).

                    Implementation of the Plan

From and after the effective date, a plan officer will be deemed
to be appointed by the Court pursuant to the terms of the Plan. On
the effective date, the plan officer shall be authorized to take
all steps necessary to effect the provisions of the Plan and will,
together with the Debtors, be an official distribution agent to
the holders of Allowed Claims.  The principal purpose of the plan
officer is to make distributions in respect of Claims against the
Debtors' Estates in accordance with the terms of the Plan.  During
the term of the appointment, the Plan Officer will comply with all
of its obligations, including, but not limited to, obligations
arising by operation of law or pursuant to the terms of the Plan.

The Debtors have determined that Steven R. Edwards at 9757
Westpoint Drive, Suite 600, Indianapolis, Indiana, is well suited
for the role of plan officer and should be so appointed.  The plan
officer will receive compensation at an hourly rate for his time
spent fulfilling his duties under the Plan.  That hourly rate
shall be determined based on his prorated salary, as that salary
existed prior to the filing of the Plan.

The plan officer will also be entitled to reimbursement of out-of-
pocket expenses, if any, incurred after his appointment in
carrying out his duties under the Plan.

A full-text copy of the disclosure statement is available for free
at http://is.gd/1Lu6Ye

A full-text copy of the plan of liquidation is available for free
at http://is.gd/ZUfAJb

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not appointed a creditors committee in the
Debtors' case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


Q&Q REALTY: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Q&Q Realty LLC
        95-02 35th Avenue
        Flushing, NY 11372

Case No.: 14-42607

Chapter 11 Petition Date: May 22, 2014

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

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Robert J. Musso, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  Email: rmwlaw@att.net

Total Assets: $2.50 million

Total Liabilities: $2.12 million

The petition was signed by Manuel Galban, managing member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb14-42607.pdf


ROTHSTEIN ROSENFELDT: Wife Hit With Judgment for Stolen Property
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kimberly Rothstein, wife of jailed Ponzi schemer
Scott Rothstein, now has to deal with a $2 million judgment in
addition to the 18-month prison sentence she's serving after
pleading guilty to obstruction of justice, money laundering, and
tampering with a witness.

According to the report, in June 2011, Kimberly Rothstein settled
and agreed to turn over property bought with proceeds of stolen
money.  The settlement provided that the trustee could have
judgment against her if there were property she didn't disclose,
the report related.

She was indicted in September 2012 for hiding and trying to sell
jewelry, watches, and other items not disclosed, the report
further related.  She pleaded guilty and was sentenced in November
to serve 18 months in prison, followed by two years of supervised
release, the report said.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


SALT VERDE: Moody's Hikes Gas Revenue Bond Rating to 'Ba1'
----------------------------------------------------------
Moody's Investors Service has upgraded to Ba1 from Ba3 the rating
of Salt Verde Financial Corporation Subordinate Gas Revenue Bonds,
Series 2007.

Rating Rationale

This action results from Moody's upgrade to Ba1from Ba3 of MBIA
Inc. announced on May 21, 2014. The Subordinate Lien Bonds are
supported by a guaranteed investment agreement (GIC) provided by
MBIA Inc. that is also insured by MBIA Insurance Corporation (B2).
The rating of the Senior Gas Revenue Bonds, Series 2007 is
currently Baa2 and is not affected by the action on the
subordinate bonds.


SEGA BIOFUELS: Negotiates with Creditors, Amends Plan
-----------------------------------------------------
SEGA Biofuels, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Georgia, Wacross Division, an amended plan
and disclosure statement.

The Amended Plan proposes to pay creditors in full.  The Debtor
estimates that claims will total $19,331,457, with secured claims
totaling $11,897,747 and general unsecured claims totaling
$1,804,710.  The Amended Plan also contains agreements with
certain parties-in-interest, including Logistec USA, Inc., which
provides storage and handling services to the Debtor; Ogle
Engineering; James Huntley; and United Forest Products.

The Debtor said it will be unable to make payments due under its
agreement with Logistec but that it is negotiating another
agreement with the service provider, which agreement is
anticipated to be in place by the time the of Plan confirmation.
The Debtor added that it will extend the proceedings related to
its objection to the claim of Ogle Engineering and James Huntley
to allow for the parties to determine which amounts in the claims
filed may be substantiated to the satisfaction of the Debtor.  It
is possible that some or all of the claims of these creditors will
be allowed and will become part of the group of general unsecured
claims.

United Forest filed a claim in an unspecified amount.  The Debtor
agreed that United Forest may file an amended proof of claim in
the amount of $73,722, and that the Debtor will not object to that
amended claim becoming part of the Class of General Unsecured
Claims.

The Debtor has obtained Court authority to enter into a premium
finance agreement with Premium Assignment Corporation, which
agreement provides for the financing of the insurance premiums to
be paid for the Debtor's insurance policies.  The policies will
bear a total premium of $156,000.  PAC is granted a first and only
priority security interest in (i) all unearned premiums and
dividends which may become payable under the financed insurance
policies for whatever reason; and (ii) loss payments which reduce
the unearned premiums, subject to any mortgage or loss payee
interests.  The Bankruptcy Court, separately, issued an order
granting the motion of Deere Credit, Inc., to reinstate the
consent order requiring the Debtor to cure default and to assume
or reject lease between the Debtor and Deere.

A notice from the Court stated that the last day to oppose the
Amended Disclosure Statement was May 16, and that if no timely
objections are filed on or before May 16, the matter will be
removed from the Court's calendar and the Amended Disclosure
Statement will be approved.  A hearing on the Disclosure Statement
was scheduled for May 22.

A full-text copy of the May 2 Amended Disclosure Statement is
available at http://bankrupt.com/misc/SEGAds0502.pdf

The Amended Disclosure Statement was filed by C. James McCallar,
Jr., Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, Georgia.

                       About Sega Biofuels

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

C. James McCallar, Jr., Esq., at McCallar Law Firm, in Savannah,
Georgia.

The U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SENTINEL MANAGEMENT: Former CEO Urges Acquittal
-----------------------------------------------
Law360 reported that former CEO Eric Bloom of the bankrupt
Sentinel Management Group Inc., who was found guilty in March of
operating a $500 million securities scheme, asked a federal judge
to overturn his conviction, saying the jury's swift verdicts
indicated it was more concerned with wrapping up than reaching a
correct result.

According to the report, Bloom urged U.S. District Judge Ronald A.
Guzman to enter a judgment of acquittal on the 18 counts of wire
fraud and one count of investment adviser fraud of which he was
found guilty.

The case is USA v. Bloom et al., Case No. 1:12-cr-00409 (N.D.
Ill.).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SHA LLC: A.M. Best Affirms 'B' FSR & Alters Outlook to Negative
---------------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating of B (Fair) and the issuer
credit ratings of "bb" of SHA, L.L.C. (d/b/a FirstCare) and its
wholly owned subsidiary, Southwest Life and Health Insurance
Company (SWL&H).  Both companies are domiciled in Austin, TX.
Concurrently, A.M. Best has withdrawn the ratings due to
management's request to no longer participate in A.M. Best's
interactive rating process.

The rating actions reflect FirstCare's unfavorable underwriting
and operating results.  The company's underwriting losses were
attributed mostly to risk associated with expansion of the
Medicaid block of business into new markets along with
reimbursement rate issues.  However, on a consolidated basis, the
commercial line of business has been profitable over the last two
years.

The negative outlook reflects the trend of weakened underwriting
results and the potential impact that future underwriting losses
could have on FirstCare's capitalization and its need for further
capital infusions.  The ratings do not reflect future strategic
financial changes that may occur within the group.


SIFCO SA: Bondholders Raise Specter of Fraudulent Transfer
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of $23.3 million of the $75 million in 11.5%
secured notes due 2016 issued by Sifco SA, a Brazilian maker of
axles and I-beams for trucks and buses, filed papers in bankruptcy
court alerting the judge about a "potential pre-petition
fraudulent transfer between the debtor and its controlling
shareholder."

According to the report, the noteholders' papers describe how
Sifco first sold Westport in May 2013 for $26.4 million to a
company owned by Sifco's controlling shareholder.  The noteholders
said that Westport was resold seven months later for $123 million
to Universal Truckload Services Inc., the report related.  Court
papers show $8.6 million in cash in accounts in the U.S.
representing collateral for the notes, the report further related.

Buyers were offering about 10.5 cents on the dollar on May 8 for
the notes, the Bloomberg report said, citing Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                          About SIFCO SA

Brazilian company SIFCO SA began its operations in 1958, and today
it believes that it is the sole producer and supplier of front
axles and I-beams for trucks and buses in South America.  SIFCO's
management and engineers are located outside Sao Paulo, Brazil in
the City of Jundiai, Brazil, where it also maintains manufacturing
and foundry facilities.

In the 1960s, SIFCO was dedicated to supplying the then-recently
created domestic Brazilian automotive industry. Eventually, SIFCO
began producing high technology forging components in compliance
with the most comprehensive requirements of several automotive
industry segments, such as tractors and agricultural machines,
among others.

SIFCO commenced a bankruptcy restructuring in Brazil on April 22,
2014.  A day later, on April 23, it filed a Chapter 15 petition in
U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in
Manhattan, New York.

SIFCO distributes products in the U.S. through Westport Axle
Corp., which was a subsidiary until it was sold in late 2013.  The
petition shows assets of less than $500 million and debt exceeding
$500 million.  SIFCO has $75 million outstanding on senior secured
notes with Bank of New York Mellon Corp. as agent.

SIFCO is owned by Sifco Metals Participacoes S.A. which is a
privately owned company.

SIFCO is represented in the U.S. proceedings by Duane Morris LLP,
in New York.


SMHC LLC: Court Okays Paul Nida as Special Counsel
--------------------------------------------------
SMHC LLC and its debtor-affiliates sought and obtained permission
from the Hon. Marci B. McIvor of the Eastern District of Michigan
to employ Paul A. Nida, Esq., as special counsel, nunc pro tunc to
the April 1, 2014 petition date.

The Debtors seek to retain Paul A. Nida to advise and represent
the Debtors regarding connection with landlord-tenant evictions
and related matters.  Mr. Nida will also represent Debtor, Value
Homes, L.L.C., in connection with litigation to recover property
or enforce its rights with respect to its liens against
manufactured homes.

Mr. Nida's billing rate is $250 per hour.

SMHC LLC, owner and operator of eight manufactured home parks in
the southern half of Michigan's Lower Peninsula, sought protection
under Chapter 11 of the Bankruptcy Code on April 1, 2014.  The
case is In re SMHC LLC, Case No. 14-bk-45579 (E.D. Mich.).
Affiliate Value Homes, L.L.C., also filed a Chapter 11 petition.
The cases are assigned to Judge Marci B. McIvor.  The Debtors'
counsel are is Jason W. Bank, Esq., and Daniel G. Byrne, Esq., at
Kerr, Russell and Weber, PLC, in Detroit, Michigan.



SUNTECH POWER: Cayman Liquidators File Status Report
----------------------------------------------------
Suntech Power Holdings Co., Ltd., disclosed in a regulatory filing
with the Securities and Exchange Commission that on April 28,
2014, the joint provisional liquidators of the Company filed with
the Grand Court of the Cayman Islands a report dated April 25,
2014 for the purpose of informing such Court about the progress
made in the provisional liquidation since December 20, 2013.
Since December 20, 2013, the JPLs have sought to progress the
restructuring of the Company in consultation with the Company's
Board of Directors and (since its formation on February 19, 2014)
a committee of creditors of the Company.  Among the items reported
to the Grand Court are that the JPLs:

     * filed a Form 13, being a Certificate of Insolvency, with
the Grand Court on January 30, 2014.  The JPLs plan to continue to
seek Chapter 15 recognition in the United States of the Company's
provisional liquidation in the Cayman Islands;

     * have instructed the Company's management to formulate a
business plan, outlining the concept and strategic vision of
management, upon which a restructuring plan can be formed and
executed;

     * reached a settlement with those petitioners which had filed
an involuntary Chapter 7 bankruptcy proceeding against the Company
in the U.S. Bankruptcy Court in the Southern District of New York;

     * have continued to take steps to recover assets which were
transferred to Wuxi Suntech Power Co. Ltd. ("Wuxi Suntech") prior
to the JPLs' appointment;

     * have attempted to negotiate with Wuxi Suntech and Jiangsu
Shunfeng Photovoltaic Technology Co., Ltd., Wuxi Suntech's new
shareholders,  a settlement of the Company and group claims
against Wuxi Suntech and other subsidiary companies;

     * liaised with the liquidator of Power Solar Systems Co.
Ltd., a wholly owned subsidiary of the Company, to issue a
statutory demand against Suntech Power Investment Pte. Ltd. for
the sum of US$263.9 million on February 20, 2014, upon which a
default judgment was awarded in Singapore;

     * submitted an application for the preservation of onshore
assets of Suntech Power Co. Ltd., which was approved by the
Peoples' Intermediate Court of Shanghai on March 4, 2014, for an
initial period of 1 year;

     * arranged and obtained permission of the Grand Court to
obtain a $7 million loan from Suntech America, Inc. to fund the
restructuring of the Suntech Group;  the JPLs do not anticipate
that funding from Suntech America will be sufficient to fund the
entire costs of the provisional liquidation and therefore will
likely require additional funding in the future to cover
provisional liquidation;

     * continued to liaise with legal counsel to formulate a
strategy and take steps to defend the antitrust litigation filed
by Solyndra LLC and Energy Conversion Devices Liquidation Trust
against the Company and Suntech America; and

     * reviewed and considered claims brought against the Company.

The JPLs intend to continue to take such measures as they deem
necessary and appropriate to achieve a successful restructuring of
the Company.

Mr. Kim Liou has provided notice of his resignation as General
Counsel with such resignation to be effective May 26, 2014.  His
resignation is for personal reasons.

In addition, the Company notes that because it continues to work
on its restructuring, it has delayed the filing of its annual
report on Form 20-F for the fiscal year ended December 31, 2013
beyond the filing deadline of April 30, 2014.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

On Feb. 21, 2014, David Walker and Ian Stokoe, the joint
provisional liquidators of Suntech Power Holdings Co., Ltd.,
appointed by the Grand Court of the Cayman Islands, commenced a
Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383).  The
Chapter 15 Petitioners are represented by Jennifer Taylor, Esq.,
and Diana Perez, Esq., at O'Melveny & Myers LLP.  According to the
Chapter 15 petition, Suntech has more than $1 billion in both
assets and debts.


SUNTECH POWER: Swiss Administrator Calls for Creditors Meeting
--------------------------------------------------------------
The administrator of Suntech Power International Ltd., Suntech
Power Holdings Co., Ltd.'s principal operating subsidiary in
Europe, has called for a meeting of the creditors of SPI on June
10, 2014 to consider a proposed dividend agreement to resolve the
claims of SPI's creditors.  Under Swiss law, such agreement would
be approved if either the majority of creditors by number
representing two-thirds of the claim amounts or one-fourth of
creditors by number representing at least three-fourths of the
claim amounts consent to such agreement.  In the event SPI's
creditors approve the agreement, such agreement is also subject to
final approval by the court in Schaffhausen, Switzerland.

Michael Nacson, chairman of the board of the Company, said, "After
tremendous effort among the board of SPI, the major creditors of
SPI, and the Swiss administrator in the restructuring process, we
are pleased they have been able to come to an arrangement that can
be put forth to all creditors of SPI."  Mr. Nacson added, "The
successful conclusion of the definitive moratorium granted to SPI
in Switzerland would be a tremendous milestone in our continued
efforts to restructure the Company."

SPI had been granted a definitive moratorium from the judicial
authorities in Schaffhausen, Switzerland to allow time to
restructure its debt and reach an agreement with its creditors.

For media inquiries, please contact:

     Prue Lawson
     Tel: +1 345 914 8662
     E-mail: prue.lawson@ky.pwc.com

          - and -

     Ryan Scott Ulrich
     Public Relations and Investor Relations Director
     Tel: +86 510 8531 8654
     E-mail: ryan.ulrich@suntech-power.com

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

On Feb. 21, 2014, David Walker and Ian Stokoe, the joint
provisional liquidators of Suntech Power Holdings Co., Ltd.,
appointed by the Grand Court of the Cayman Islands, commenced a
Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383).  The
Chapter 15 Petitioners are represented by Jennifer Taylor, Esq.,
and Diana Perez, Esq., at O'Melveny & Myers LLP.  According to the
Chapter 15 petition, Suntech has more than $1 billion in both
assets and debts.


SURVEYMONKEY INC: S&P Keeps B Secured Facility Rating Over Upsize
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating
and '3' recovery rating on SurveyMonkey Inc.'s senior secured
credit facility remain unchanged, following the company's
announcement of its plan to upsize its revolver due 2018 by
$25 million and loosen the amendments to its financial covenants.
The '3' recovery rating on the credit facility indicates S&P's
expectation for meaningful (50% to 70%) recovery for noteholders
in the event of a default.

The 'B' issue-level rating is at the same level as the 'B'
corporate credit rating on SurveyMonkey.  The loosening of the
leverage covenant to an initial level of 5.75x and the removal of
the interest coverage covenant will allow SurveyMonkey more
flexibility in pursuing its previously announced growth
initiatives while maintaining an adequate margin of compliance
with its financial covenants.  The transaction will not
meaningfully affect lease-adjusted leverage, which is currently in
the low- to mid-6x area (mid-5x excluding preferred stock).

The rating outlook is negative, reflecting S&P's expectation that
increased marketing spending on growth initiatives will result in
little to no EBITDA growth in 2014 and that lease-adjusted
leverage will remain above 6x into 2015.

RATINGS LIST

SurveyMonkey Inc.
Corporate Credit Rating           B/Negative/--

Ratings Unchanged

SurveyMonkey Inc.
Senior Secured
  $315M loan due 2019             B
   Recovery Rating                3
  $75M* revolver due 2018         B
   Recovery Rating                3

* Following $25M upsize.


TLC HEALTH: Can Employ Hodgson Russ as Special Counsel
------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York authorized TLC Health Network to employ
Hodgson Russ LLP as special counsel for certain labor law matters
and the following specific health law matters:

   (a) negotiations between TLC and the New York Office of
       Medicaid Inspector General relating to the Patient Review
       Instrument assessments of nursing home residents which
       impact Medicaid reimbursements; and

   (b) an investigation brought by the U.S. Attorney's Office over
       two years ago into whether, for the period 2005-2009, TLC
       improperly billed certain stays as inpatient admissions
       that should have been billed as outpatient observation
       services.

The Hodgson Russ attorneys authorized to conduct the labor law
representations are Joseph L. Braccio and John M. Goodwin.  The
Hodgson Russ attorneys authorized to conduct the health care
representation are Ellen V. Weissman, Michelle L. Merola, and Jane
B. Burke.  If additional professionals are necessary to perform
services, the Debtors will notify counsel for the Official
Committee of Unsecured Creditors and give time for the panel to
object to the proposed additional professionals.

The firm is directed to establish an ethical wall to ensure that
(a) any Hodgson professionals that have in the past or will in the
future work on behalf of Lake Erie Regional Health System
of New York and/or Brooks Memorial Hospital with respect to
matters related to the Chapter 11 case are screened from working
on any labor and health matters on behalf of the Debtor; and (b)
that the bankruptcy professionals and labor and health
professionals do not communicate or otherwise share with each
other confidential or privileged information regarding the labor
and health matters.

No Hodgson professionals may represent any of the Debtor, LERHSNY
or Brooks in connection with any labor and health matter where the
interests of any party are adverse to each other.  Only the
Bankruptcy Professionals may represent LERHSNY and Brooks, and no
Hodgson professionals may represent the Debtor with respect to any
of the following matters:

   (a) any proposed or contemplated termination of the provision
       of healthcare services;

   (b) any closure, potential closure, or plan of closure
       regarding any of the Debtor's healthcare facilities;

   (c) any sale, lease or other disposition of any of the Debtor's
       assets outside of the Debtor's ordinary course of business;
       and

   (d) any matter arising from or related to the Chapter 11 case.

As previously reported by The Troubled Company Reporter, the
Official Committee of Unsecured Creditors and the U.S. Trustee
objected to the Debtor's application to employ Hodgson Russ due to
the firm's representation of LERHSNY and Brook in the Debtor's
Chapter 11 case, which the Committee said may be a conflict of
interest.  The Committee and the U.S. Trustee requested for the
establishment of ethical wall.

LERHSNY is the Debtor's corporate parent and Brooks is a
sister company to the Debtor which operates a competitive
business, is allegedly the holder of a prepetition secured claim
for more than $2,000,000, and has provided approximately $700,000
in post-petition financing to the Debtor.

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TOMSTEN INC: Plan Agent's Claim Objection Deadline Extended
-----------------------------------------------------------
CBISZ MHM, LLC, the liquidation agent under the Chapter 11 plan of
Tomsten Inc., sought and obtained an order from the bankruptcy
court extending its claims objection deadline to the date that is
the later to occur of 90 days after the effective date of the
Chapter 11 plan or 60 days after a claim is filed.

Counsel for the liquidating agent, Colin F. Dougherty, Esq., at
Faegre Baker Daniels LLP, recounts that the Court on April 8,
2014, entered an order confirming the Debtor's Modified Plan of
Liquidation.  The Liquidating Agent was appointed to take control
of and administer the assets of the Debtor on the effective date
of the Plan.  The Effective Date of the Plan was April 22, 2014.

Pursuant to the Plan, the liquidating agent has 90 days from the
Effective Date to object to administrative expense claims.
Pursuant to the order confirming the Plan, objections to any proof
of claim must be served and filed within 30 days after the date of
the order or 30 days after the claim was filed, whichever is
later.

There are over 520 scheduled claims in the case and over 170 filed
claims.  The liquidating agent believes that it will take a
reasonable time to reconcile filed versus scheduled claims.  In
addition to non-substantive objections, for example with respect
to duplicative claims, the liquidating agent is advised that many
Section 503(b)(9) claims were paid during the pendency of the
case.

At the behest of the liquidating agent, the Court agreed to
consider the motion on an expedited basis.

CBISZ MHM LLC also sought and obtained an order from the
bankruptcy court clarifying and modifying the Debtor's plan of
liquidation.  The order specifically provides that a timely proof
of claim seeking administrative expense priority will be deemed a
"request for payment" pursuant to Section 2.1 of the Plan.
Claimants subject to Section 7.2 of the Plan will have 30 days
following the Plan's effective date to file a proof claim.

In the motion filed, counsel for the liquidating agent, Colin F.
Dougherty, Esq., at Faegre Baker Daniels LLP, explained that
pursuant to Section 2.1 of the Plan, with certain exceptions, an
administrative claim may not become an allowed administrative
claim unless "request for payment" has been filed within 30 days
following the Effective Date.

For administrative convenience, the liquidating agent believes
that a properly filed proof of claim seeking administrative
expense priority should be treated as a "request for payment"
under Section 2.1 of the Plan.

Section 7.2 of the Plan provides that, unless otherwise provided
by the Court, proofs of claim with respect to any unexpired lease
or executor contract must be filed no later than 30 days after the
date of the confirmation order.

Accordingly, the Debtor believes that the reference to the
confirmation order found in Section 7.2 of the Plan was intended
to be a reference to the Effective Date and that Section 7.2
should be modified so that such claimants have 30 days from the
Effective Date to file proofs of claim.

The Liquidating Agent's counsel can be reached at:

         FAEGRE BAKER DANIELS LLP
         600 E. 96th Street, Suite 600
         Indianapolis, IN 46240
         E-mail: jay.jaffe@faegrebd.com
                 wendy.ponader@faegrebd.com
                 kayla.britton@faegrebd.com

         90 S. 7th Street, Suite 600
         Minneapolis, MN 55402
         E-mail: stephen.mertz@faegrebd.com
                 colin.dougherty@faegrebd.com

                       About Tomsten Inc.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a Chapter 11 petition (Bankr. D. Minn. Case No.
13-42153) in Minneapolis on April 29, 2013.  The Debtor estimated
assets of at least $10 million and liabilities of at least $1
million as of the Chapter 11 filing.  Judge Gregory F. Kishel
presides over the case.

The Debtor tapped and Michael L. Meyer, Esq., and the firm of
Ravich Meyer Kirkman McGrath Nauman & Tansey as bankruptcy
counsel.  Steven M. Rubin and the law firm of Leonard Street and
Deinard serve as the Debtor's corporate counsel.  M Squared Group,
Inc., is the Debtor's marketing consultant while Lighthouse
Management Group, Inc., is the Debtor's financial consultant.
Baker Tilly Virchow Krause, LLP, serve as tax accountant to the
Debtor.  The Debtor also hired Quasimodo Advertising to aid in the
marketing of the Debtor's products and services.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.  CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.

Tomsten received approval from U.S. Bankruptcy Judge Gregory
Kishel to sell its intellectual property assets to a group led by
the company's chief executive officer.

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


TOYS R US: Bank Debt Trades at 16% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 84.40 cents-on-the-
dollar during the week ended Friday, May 23, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.22
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 17, 2016, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


TRANSBRASIL S.A.: Trustees Want Sanctions Over Subpoena
-------------------------------------------------------
Law360 reported that the trustee of a bankrupt Brazilian airline
told a Florida bankruptcy judge that Redwood Capital Finance Co.
LLC should face sanctions for failing to maintain the
confidentiality of a subpoena and revealing it to the wife of the
airline's former owner.

According to the report, in a hearing in the Southern District of
Florida, Gregory Grossman of Astigarraga Davis, who represents the
trustees of Transbrasil S.A. Linhas Aereas, told the court that
his client just wants to know what happened with the subpoena
issued under seal in December and how it ended up in the hands of
Marise Cipriani, whose husband Celso Cipriani ran the airline
after her father, the founder, died in 2000.

The trustee is investigating the alleged disappearance of most of
Transbrasil's assets and whether or not Celso Cipriani was
involved, the report related.

"We want to know what happened more than we care about all of the
procedural niceties," Grossman said, the report further related.

Jason Zakia of White & Case LLP, who argued on behalf of Redwood,
said that these "procedural niceties" are actually important and
that the subpoena should have been filed in the Central District
of California, where Redwood is located, the report added.

Transbrasil S.A. Linheas Areas sought protection under Chapter 15
of the U.S. Bankruptcy Code on April 7, 2011, with Case No. 11-
19484.  The case is pending before Judge A. Jay Cristol of the
U.S. Bankruptcy Court Southern District of Florida (Miami).


TRAVELPORT HOLDINGS: Unit to Sell 7.5MM Common Shares of Orbitz
---------------------------------------------------------------
A subsidiary of Travelport Limited entered into an underwriting
agreement to sell 7.5 million shares of common stock of Orbitz
Worldwide, Inc., in an underwritten public offering.  The price
paid to the Selling Stockholder for the shares will be $6.237 per
share.  The underwriters have a 30 day option to purchase up to an
additional 1.125 million shares from the Selling Stockholder at
the same price.  Orbitz Worldwide will not receive any proceeds
from the offering.  The closing of the shares is expected to take
place on May 29, 2014, subject to customary closing conditions.

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.

                      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.


UNIVERSAL LOGISTICS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                     Case No.
       ------                                     --------
       Universal Logistics Group, Inc.            14-20406
       1000 New County Road
       Secaucus, NJ 07094

       Universal Logistics Group East, Inc.       14-20407
       1000 New County Road
       Secaucus, NJ 07094

       Universal Distribution Services, Inc.      14-20408

       Pyramid Solutions Group, Inc.              14-20409

Chapter 11 Petition Date: May 22, 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    Estimated
                                 Assets     Liabilities
                               ----------   -----------
Universal Logistics Group      $0-$50,000   $0-$50,000
Universal Logistics Group East $0-$50,000   $0-$50,000

The petitions were signed by Paul Greenspan, president.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petition.


VAIL RESORT: Court Ruling No Impact on Moody's Ba2 CFR
------------------------------------------------------
Vail Resort's (NYSE: MTN) favorable court ruling by a federal
district court in Utah related to its dispute over the ski terrain
at Park City Mountain Resort is a credit positive, but it does not
immediately impact Moody's Investors Service's Ba2 Corporate
Family Rating (CFR) on the company or stable rating outlook.


VANTIV LLC: Moody's Rates Senior Debt Facilities '(P)Ba3'
---------------------------------------------------------
Moody's Investors Service assigned provisional (P)Ba3 ratings to
Vantiv, LLC's proposed senior credit facilities, consisting of an
incremental $250 million revolver due 2019 and $669 million Term
Loan A due 2019; and new $1 billion Term Loan B due 2021. All
other credit ratings, including the Ba2 corporate family rating
("CFR"), Ba3-PD probability of default rating, and Ba2 credit
facility ratings, remain on review for downgrade. The provisional
ratings assume that the CFR and existing senior secured ratings
will be downgraded to Ba3 from Ba2 upon closing of the acquisition
of Mercury Payment Systems ("Mercury") for $1.65 billion. Moody's
expects to conclude its review around the closing date, which
Vantiv management expects to occur by the end of June 2014.

Rating Rationale

The expected downgrade of the CFR to Ba3 from Ba2 reflects
elevated debt levels that will arise from the acquisition of
Mercury, which will nearly double reported debt to over $3.4
billion. Moody's expects that Vantiv's adjusted debt to EBITDA
(over 5 times upon closing of the transaction) will be reduced to
about 4 times by the end of 2015. While the improvement reflects a
combination of required debt payments and EBITDA growth, Moody's
believes that the 4 times level may reflect a new baseline for
leverage given the potential for further acquisitions and stock
buybacks.

Since the 2012 initial public offering (IPO), in which all the net
proceeds were used to pay down debt and reduce leverage to below 3
times, Vantiv will have added debt to support acquisitions of over
$2.1 billion (including the proposed Mercury deal) and share
repurchases of over $500 million. Although spending will likely
moderate over the next year until Mercury is fully integrated,
Moody's believes Vantiv will continue to invest to protect its
strong market position in a potentially consolidating payment
landscape. Vantiv faces increasing competition as emerging
technologies and alliances could seek to dis-intermediate the card
networks and payment processors. Moody's anticipates further
modest sized acquisitions, similar to the Litle & Co. and Element
Payment Services purchases, to build out Vantiv's ecommerce and
payment capabilities.

At the same time, Vantiv will continue to benefit from the secular
shift to electronic payments and its recurring transaction-based
revenue stream. Vantiv also has a highly scalable processing
platform, which helps to drive high profit margins (nearly 50%
adjusted EBITDA margins on net revenues) and predictable free cash
flow of more than $300 million annually. Revenue stability is
supported by the client referral network of Fifth Third Bancorp
and multi-year contracts with merchants and financial
institutions.

Assignments:

Issuer: Vantiv

Senior Secured Revolving Credit Facility, Assigned (P)Ba3,
(LGD3, 31%)

Senior Secured Term Loan A, Assigned (P)Ba3, (LGD3, 31%)

Senior Secured Term Loan B, Assigned (P)Ba3, (LGD3, 31%)

The following ratings remain on review for downgrade:

Issuer: Vantiv

Corporate Family Rating, On Review for Downgrade, currently Ba2

Probability of Default Rating, On Review for Downgrade,
currently Ba3-PD

Senior Secured Revolver May 15, 2018, On Review for Downgrade,
currently Ba2, (LGD2, 29%)

Senior Secured Term Loan May 15, 2018, On Review for Downgrade,
currently Ba2, (LGD2, 29%)

Rating affirmed:

Issuer: Vantiv

Speculative Grade Liquidity Rating of SGL-1

Vantiv, LLC with over $1.3 billion of projected annual net
revenue, is a full service payment solutions provider servicing
financial institutions' and retailers' credit card, debit card,
merchant and private label programs primarily in North America.
Vantiv is the 3rd largest merchant acquirer in the U.S.


VANTIV LLC: S&P Lowers CCR to 'BB', Off CreditWatch
---------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Vantiv LLC to 'BB' from 'BB+' and removed it from
CreditWatch, where S&P had placed it with negative implications on
May 13, 2014, following its announcement of its plan to acquire
Mercury Payment Systems for about $1.65 billion in a debt-financed
transaction.  The outlook is stable.

S&P also assigned 'BB+' issue-level ratings and '2' recovery
ratings to the company's incremental $669 million first-lien term
loan A due 2019, $1 billion term loan B due 2021, and amended and
extended $500 million revolving credit facility due 2019.  S&P
lowered the issue rating on the company's existing term loan A due
2018 to 'BB+' from 'BBB' due to the incremental leverage to be
incurred with the Mercury acquisition, and S&P revised its
recovery rating to '2' from '1'.  The '2' recovery rating on the
company's first-lien credit facilities indicates S&P's
expectations for substantial (70% to 90%) recovery of principal in
the event of default.

"We base our downgrade on our revision of Vantiv's financial risk
profile to 'aggressive' from 'significant,' reflecting the
company's increased leverage, pro forma for the acquisition of
Mercury, of about 4.6x," said Standard & Poor's credit analyst
John Moore.

S&P expects leverage will decline to about 4.2x by fiscal year-end
2014 and will decline further through 2015 through a combination
of EBITDA growth and debt reduction.  S&P's adjustments for
operating leases modestly change our leverage calculation, adding
about $24 million to debt and about $8 million to EBITDA.  For
S&P's calculation of Vantiv's leverage and per our criteria, it
net 75% of cash against debt.

The stable outlook reflects S&P's expectation that the company
will not encounter major problems with the integration of Mercury
Payment systems and will reduce leverage through a combination of
debt repayment and EBITDA growth over the coming year.

Although not expected at present, S&P could lower the rating if
increased competition elevated pricing pressure or raised revenue
attrition, or the company pursued a more aggressive posture toward
debt-financed acquisitions or shareholder returns, such that
leverage becames sustained above 5x.

Ratings upside is limited over the coming year by the current
leverage profile.  Over the longer term, S&P would consider an
upgrade if the company maintained or improved its competitive
position, sustaining leverage below 4x.


VAREL INTERNATIONAL: S&P Raises CCR From 'B-', Removed From Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Carrollton, Texas-based Varel International Energy
Services Inc. to 'BBB' from 'B-'.  S&P removed the ratings from
CreditWatch, where it placed them with positive implications on
Jan. 9, 2014, following Sandvik's announcement of its plan to
acquire Varel.  The outlook on Varel is stable, reflecting that of
its parent company, Sandvik.

Subsequently, S&P withdrew the corporate credit rating on Varel.
S&P also withdrew the ratings on Varel's senior secured debt,
which was repaid at the close of the transaction.

The rating actions follow the completion of Varel's acquisition by
Sandvik AB on May 21, 2014, and the repayment of Varel's debt.


VELTI DR LIMITED: UK Administrators File Ch. 15 Petition
--------------------------------------------------------
The administrators of Velti, a company that is winding down in the
United Kingdom, filed a Chapter 15 bankruptcy petition in the U.S.
to halt any actions by U.S. creditors.

The Debtor was served with a complaint encaptioned Logicworks
Corp. v. Velti DR Limited, et al., (Case No. 14 CV 0295 (S.N.D.Y.
Feb. 24, 2014).  The complaint alleges breach of contract on the
part of the Debtor, and seeks damages approaching $1 million.

The administrators have filed a motion asking the U.S. Court to
recognize proceedings in the UK as foreign main proceeding.

                       About Velti DR

London, United Kingdom-based Velti DR Limited was engaged in the
development and marketing of mobile advertising platforms.

The sale of the Debtor's assets was consummated in January 3,
2014.  To wind up the Debtor's operations, on Jan. 3, 2014,
Nicholas Guy Edwards and Robert James Harding of Deloitte LLP were
appointed as administrators of the Debtor in the High Court of
Justice, Chancery Division, Companies Court, in the U.K.

The administrators of Velti filed a Chapter 15 bankruptcy petition
(Bankr. D. Del. Case No. 14-11270) on May 21, 2014 to seek
recognition of proceedings in the UK.

Velti's counsel in the U.S. case can be reached at:

          R. Craig Martin, Esq.
          Stuart M. Brown, Esq.
          DLA PIPER (US)
          919 North Market Street, Suite 1500
          Wilmington, DE 19801
          Tel: 302-468-5655
          Fax: 302-778-7834
          E-mail: 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
          E-mail: Richard.chesley@dlapiper.com
                  Matt.murphy@dlapiper.com
                  Chun.jang@dlapiper.com


VPR OPERATING: Committee Plan Declared Effective Despite Appeal
---------------------------------------------------------------
Counsel to the official committee of unsecured creditors in the
Chatper 11 cases of VPR Operating LLC et al. has informed the U.S.
District Court for the Western District of Texas, Austin Division,
that the Committee's First Amended Chapter 11 plan of liquidation
for the Debtors have been consummated.  The Committee's counsel
filed on May 8 a notice of effective date of the Amended Plan.

"All conditions precedent to the effectiveness of The Official
Creditors' Committee's confirmed First Amended Chapter 11 Plan of
Liquidation, as Modified, have been satisfied and the Effective
Date is May 8, 2014," according to the Notice.

The Notice of Effective Date of the Committee's Plan was filed one
day after Victory Park Credit Opportunities, LP and Victory Park
Credit Opportunities Intermediate Fund, LP, told the Bankruptcy
Court they're taking an appeal from the Order confirming the Plan.

Bankruptcy Judge Tony M. Davis issued a 25-page Order confirming
the Committee's Plan on April 23, 2014.  A copy of that Order is
available at http://bankrupt.com/misc/VPR_PanelPlanConfOrder.pdf

On Sept. 16, 2013, the Debtors, with oversight by the Committee,
conducted an auction for their unconventional and conventional oil
and gas assets.  COG Operating LLC was the highest bidder for the
Debtors' unconventional oil and gas assets.  COG Operating agreed
to purchase the Debtors' unconventional assets for $19.6 million.
Stanlolind Oil and Gas LP was the highest bidder for the Debtors
conventional assets.  Stanlolind Oil and Gas LP agreed to purchase
the Debtors' conventional oil and gas assets for $5.4 million.

On Sept. 18, 2013, the Court entered Orders approving the sale of
the oil and gas assets.

The Committee filed its Chapter 11 Plan of Liquidation and
Disclosure Statement on Jan. 23, 2014.  Five days later, the
Committee filed a motion seeking (i) conditional approval of the
explanatory Disclosure Statement as containing adequate
information, and (ii) a combined hearing date regarding
confirmation of the Plan and final approval of the Disclosure
Statement.  On Feb. 12, 2014, the Court entered an Order
conditionally approving the Disclosure Statement, and setting
deadlines regarding the solicitation of votes, acceptance or
rejection of votes, and objection to confirmation.  The Court set
the hearing date regarding final approval of the Disclosure
Statement and confirmation as March 19.

The Committee filed its First Amended Chapter 11 Plan of
Liquidation and First Amended Disclosure Statement on Feb. 14,
2014.  The Committee filed its Certificate of Service stating that
a solicitation package containing the Disclosure Statement, Plan,
and voting ballot were sent to the Debtors' creditors and parties-
in-Interest.

Victory Park et al. filed their Plan objection thereafter.

The Confirmation Hearing began March 19.

                       Liquidating Trust

The Committee's Plan establishes a liquidation trust.  The Plan
Trustee will be responsible for, among other things: (i) making
distributions under the Plan; (ii) liquidating to Cash Causes of
Action assigned to the Trust; (iii) filing, prosecuting, and
settling objections to Claims; (iv) prosecuting or otherwise
resolving the Subordination/Characterization Adversary; (v)
winding-up and closing the Debtors' Bankruptcy Estates; (vi)
abandoning any of the assets of the Debtors if the Plan
Trustee determines, using his business judgment, that such assets
are of no benefit to the Creditors; (vi) opening and maintaining
bank accounts on behalf of or in the name of the Debtors or the
Trust.

The Confirmation Order also provides for the appointment of
Gregory S. Milligan as initial Plan Trustee.

               Committee's Motion to Modify/Clarify

On March 24, the Committee filed a motion to modify and/or clarify
the First Amended Chapter 11 Plan.  The motion to modify and/or
clarify was taken up, along with a final hearing on confirmation,
on April 15.

The modification/clarification is designed to clearly state the
treatment of Victory Park et al.'s claim should Victory Park et
al. prevail in the subordination/recharacterization adversary
proceeding in which they are defendants.  The Committee provided
detailed information on the impact of distribution to allowed
Class 2 claims should the Victory Park Parties claim neither be
subordinated nor characterized as equity.  In such an event, the
distribution to allowed Class 2 claims will be substantially
diluted in light of the potentially large deficiency claim that
the Victory Park Parties may have against the Debtors.

The proposed modification also incorporates a settlement agreement
between the Committee and Archer Wireline, LLC f/k/a Gray
Wireline, Inc. and Archer Well Company, Inc.  The settlement is in
regards to a potential damages claim arising from services
provided by Gray Wireline to the Debtors' Harrier Well in New
Mexico.  The express terms of the settlement agreement provide
adequate information as to the nature and terms of the settlement
between the Committee and Gray Wireline and Archer, and the terms
of Gray Wireline and Archer?s post-petition loan to the VPR
Liquidation Trust.

In conjunction with the Motion to Modify, the Committee sent a
supplemental solicitation package to the holders of Class 2
claims, giving the Class 2 claim holders an opportunity to vote on
the clarifications/modifications.

                       Victory Park Claims

In view of the Motion to Modify, the Amended Plan and the
Confirmation Order provide that after payment in full of Allowed
Classes 1 and 2, with funds remaining from the Distributable
Litigation Proceeds, if any, the subordinated Claims of Victory
Park Credit Opportunities Intermediate Fund, LP and Victory Park
Credit Opportunities, LP, , if any, shall be satisfied from the
Distributable Litigation Proceeds.  Holders of Class 3 Claims will
not receive a distribution on account of their Allowed
subordinated Claims unless and until (i) the Plan Trustee resolves
the adversary proceeding styled Official Creditors' Committee v.
Victory Park Credit Opportunities, LP et al., Adversary No. 13-
01106-TMD -- Subordination/Characterization Adversary -- in a
manner that yields a subordinated claim (and not a
characterization as equity) and (ii) holders of Allowed Class 1
through 2 Claims have been paid in full on account of the Claims.

In the event the "Claims" asserted by Victory Park et al. are
characterized as equity, this class is vacant.  In the event
Victory Park et al. prevail in the Subordination/Characterization
Adversary such that their Claims are neither subordinated nor
deemed equity, their Claims will be considered Secured Claims with
respect to the Disputed Sales Proceeds Cash and any other of the
Debtors' assets subject to the Victory Park et al. liens, if any.
In the event that Victory Park et al. prevail in the
Subordination/Characterization Adversary such that their alleged
claim is neither subordinated nor characterized as equity, Victory
Park et al.'s Allowed unsecured deficiency claim could be as high
as $47,775,793.71.  In such event, distributions to Allowed Claims
in Class 2 will be substantially diluted.

A chart illustrates this potential result:

                                     Estimated Potential
     Litigation Result in            Combined
     Adversary                       Class 2 and Class 3 Claims
     --------------------            --------------------------
     VPR Liquidation Trust Prevails          $16,253,433.12

     Victory Park Credit Opportunities       $64,029,226.83
     Intermediate Fund, LP and Victory
     Park Credit Opportunities, LP
     Prevail

If Victory Park et al. prevail and their alleged Claim is Allowed
as filed, the difference to Class 2 will be substantial.

The Committee objected to the amount and calculation of the
alleged Victory Park et al. Claims.

After its formation, the Committee initiated an adversary
proceeding against entities affiliated with Victory Park Capital
Advisors: (i) Victory Park Credit Opportunities; (ii) Victory Park
Credit Opportunities Master Fund I, LLC; (iii) Victory Park Credit
Opportunities Fund, LP; and (iv) Victory Park Management, LLC.
The Committee asserts that the Defendants? loans to the Debtors
should be recharacterized as equity, and that the Defendants?
Claims against the Debtors should be equitably subordinated under
Section 510(c) of the Bankruptcy Code.  The adversary proceeding
is currently pending before the Bankruptcy Court.  The Defendants
have filed an answer in the adversary proceedings, dispute the
material allegations made by the Committee, and believe the claims
lack merit.  The adversary proceeding is styled Official
Creditors' Committee v. Victory Park Credit Opportunities, LP et
al., Adv. No. 13-01106-TMD.

                    Archer Wireline Financing,
                          and Settlement

In view of the Motion to Modify, the Plan and the Confirmation
Order provide for the settlement between the Committee and Archer
Wireline, LLC f/k/a Gray Wireline, Inc. and Archer Well Company,
Inc.  Pursuant to the settlement, the initial costs of the VPR
Liquidation Trust will be funded from a loan from Gray Wireline
and Archer.  The terms of this loan are:

     a. Gray Wireline and Archer will provide an $85,000
        unsecured loan to the VPR Liquidation Trust. The loan
        will have the status of an administrative claim under
        11 U.S.C. Sec. 503(b), but will be paid by agreement
        pursuant to these terms:

        -- The $85,000 unsecured loan will be repaid by the
           VPR Liquidation Trust from net litigation proceeds,
           calculated by subtracting both the Plan Trustee's fees
           and expenses and professionals' fees and expenses from
           the gross monetary recovery of litigation.  From this
           amount, Gray Wireline's loan shall be repaid.

        -- Interest on the $85,000 unsecured loan will be
           deferred for 18 months from the date the funds are
           loaned to the Trust.  If the $85,000 unsecured loan is
           repaid within 18 months, no interest shall be due.
           If the $85,000 unsecured loan remains unpaid after
           18 months, the balance of the loan will include
           interest from the date of the loan at the prime rate,
           as published in the Wall Street Journal, plus 2%.

     b. Gray Wireline's Proof of Claim will be allowed as an
        unsecured claim in the amount of $193,784.45.  Gray
        Wireline will share in the Liquidation Trust's net
        litigation proceeds on a pro-rata basis on account of
        this allowed unsecured claim, and pursuant to the terms
        of the Plan.

     c. The Debtors' Bankruptcy Estates will release and
        discharge Gray Wireline and Archer from damages and
        claims, including but not limited to, any claim arising
        from services provided by Gray Wireline regarding the
        Debtors' Harrier Well in New Mexico.

A copy of the Committee's First Amended Liquidation Plan is
available at:

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

A copy of the Committee's First Amended Disclosure Statement is
available at:

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

The Committee is represented by:

     Kell C. Mercer, Esq.
     Stephen W. Lemmon, Esq.
     Sam Chang, Esq.
     HUSCH BLACKWELL LLP
     111 Congress Avenue, Suite 1400
     Austin, TX 78701
     Tel: (512) 479-9749
     Fax: (512) 479-1101
     E-mail: stephen.lemmon@huschblackwell.com
             kell.mercer@huschblackwell.com
             sam.chang@huschblackwell.com

Victory Park Credit Opportunities, LP and Victory Park Credit
Opportunities Intermediate Fund, LP, are represented by:

     Eric J. Taube, Esq.
     Mark C. Taylor, Esq.
     HOHMANN, TAUBE & SUMMERS, LLP
     100 Congress Avenue, 18th Floor
     Austin, TX 78701
     Telephone: 512-472-5997
     Facsimile: 512-472-5248
     E-mail: erict@hts-law.com
             markt@hts-law.com

Monreal Oiltool Services, LLC, is represented in the case by:

     Catherine Keith, Esq.
     DARRELL W. COOK & ASSOCIATES
     5005 Greenville Ave., Suite 200
     Dallas, TX 75206
     Tel: (214) 368-4686
     Fax: (214) 363-9979

Legend Natural Gas, LLC, is represented in the case by:

     Russell W. Mills, Esq.
     HIERSCHE, HAYWARD, DRAKELEY & URBACH, P.C.
     15303 Dallas Parkway, Suite 700
     Addison, TX 75001
     Tel: (972) 701-7086
     Fax: (972) 701-8765

                       About VPR Operating

VPR Operating LLC and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Privately owned VPR is an oil and gas company
focused on acquiring and developing assets in the domestic onshore
basins of the United States.  It has 53 producing wells, which
generate revenue of approximately $375,000 per month on average
after royalty payments.  VPR was founded in 2008, and owned
producing oil and gas properties in Oklahoma and New Mexico.

VPR Operating LLC disclosed $13,400,000 in assets and $11,119,045
in liabilities as of the Chapter 11 filing.

Judge Craig A. Gargotta presides over the case.

Brian John Smith, Esq., at Patton Boggs LLP, served as the
Debtor's bankruptcy counsel from March 29, 2013 to July 1, 2013.
Holland and Knight LLP replaced Patton Boggs effective July 1,
2013.  Global Hunter Securities, LLC, serves as the Debtors'
financial advisor and investment banker.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Husch Blackwell LLP f/k/a Brown McCarroll, L.L.P.,
represents the Official Committee of Unsecured Creditors as
counsel.  Newera Consulting, LLC, serves as the Committee's
financial advisors.


WALKER LAND: Galusha Higgins to Provide Audit and Accounting Work
-----------------------------------------------------------------
Walker Land & Cattle, LLC, filed with the Bankruptcy Court an
amended employment application, seeking to expand the role of
Judith K. Brower of Galusha, Higgins & Galusha, PC, from auditor
to auditor and accountant.  The Debtor needs Ms. Brower to
specifically provide accounting services to help prepare the
Debtor's tax returns for 2013.  The Debtor seeks to expand the
firm's scope to keep costs under control.  The original employment
application was filed on March 5, 2014.

Pursuant to the amended application, Galusha Higgins will:

   (a) conduct audits;

   (b) prepare audit reports;

   (c) prepare the Debtor's 2013 tax returns; and

   (d) provide any other auditing services necessary.

The firm's hourly rates are:

      Audit Partner                   $210 - $240
      Audit Senior                    $115 - $150
      Professional                     $75 - $115

Judith K. Brower assures the Court that she has no connection with
the creditors or other party in interest or their respective
attorneys and accountants, the United States Trustee or any person
employed by the office of the United States Trustee, except that
the proposed auditor do tax or accounting work for Falls Plumbing
Supply, Inc., Milestone, Reynolds Farms, Robinson Auto Glass, and
Start Specialists, Inc., as well as handling various trust tax
returns for the trust department of the Bank of Commerce.

Galusha Higgins can be reached at:

       Judith K. Browser
       GALUSHA, HIGGINS & GALUSHA PC
       1220 Whitewater Drive
       P.O. Box 50699
       Idaho Falls, ID 83405
       Tel: (208) 523-5953
       Fax: (208) 523-8995

                  About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WASHINGTON MUNICIPAL PROPERTIES: Voluntary Chapter 9 Case Summary
-----------------------------------------------------------------
Debtor: Washington County Municipal Properties Owners Improvement
        District No. 14 - Saddle Brook at Valley View
        1310 West Main St.
        Russellville, AR 72801

Bankruptcy Case No.: 14-71606

Type of Business: Municipality

Chapter 9 Petition Date: May 23, 2014

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Rufus E. Wolff, Esq.
                  WOLFF & WARD, P.A.
                  900 S. Shackleford, 615
                  Little Rock, AR 72211
                  Tel: 501-954-8000
                  Fax: 866-419-1601
                  Email: rwolff@wolfflawfirm.net

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

The petition was signed by James P. Knight, commissioner.

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


WEST EDGE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                Case No.
     ------                                --------
     West Edge II, Inc.                    14-05847
     5798 W. Shore Drive
     New Port Richey, FL 34652

     West Edge, Inc.                       14-05848
     5798 W. Shore Drive
     New Port Richey, FL 34652

     Duval at Gulf Harbors, LLC.           14-05849
     5798 West Shore Drive
     New Port Richey, FL 34652

Chapter 11 Petition Date: May 22, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Hon. Michael G. Williamson

Debtors' Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Email: Buddy@tampaesq.com

                                  Estimated    Estimated
                                   Assets     Liabilities
                                 ----------   -----------
West Edge II, Inc.               $100K-$500K  $1MM-$10MM
West Edge, Inc.                  $500K-$1MM   $1MM-$10MM
Duval at Gulf Harbors            $500K-$1MM   $500K-$1MM

The petitions were signed by Harry Pappas, president.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.

Pending bankruptcy case filed by an affiliate:

         Debtor: 128 Incorporated
          Court: Middle District of Florida, Tampa Division
       Case No.: 14-03688
  Petition Date: 04/01/2014
   Relationship: Same Principal
          Judge: Hon. Michael G. Williamson


WHITEHALL JEWELERS: Registration of Securities Revoked
------------------------------------------------------
According to a regulatory filing with the Securities and Exchange
Commission, the initial decision of the administrative law judge
revoking the registration of the registered securities of
Whitehall Jewelers Holdings, Inc. (n/k/a WJ Holdings Liquidating
Company) has become final.

The revocations are based on Whitehall's repeated failure to file
required periodic reports with the Commission.

Whitehall is a dissolved Delaware corporation located in Chicago,
Illinois, with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g).  Whitehall is
delinquent in its periodic filings with the Commission, having not
filed any periodic reports since it filed a Form 10-K for the
period ended February 2, 2008, which reported a net loss of
$74,117,000 for the prior year.  On June 23, 2008, Whitehall filed
a Chapter 11 petition in the U.S. Bankruptcy Court for the
District of Delaware, which was dismissed on August 16, 2010. As
of March 13, 2014, the common stock of Whitehall was quoted on OTC
Link, had five market makers, and was eligible for the "piggyback"
exception of Exchange Act Rule 15c2-11(f)(3).

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The Company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq.,
and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the
Debtors as bankruptcy counsel.  James E. O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP,
represent the Debtors as Delaware counsel.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent.

In its schedules, Whitehall Jewelers, Inc., listed total assets of
$246,571,775 and total debts of $173,694,918.


WOODFOREST SQUARE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Woodforest Square, LLC, Debtor
        c/o David K. Gottlieb
        D. Gottlieb & Associates, LLC
        15233 Ventura Blvd., 9th Floor
        Sherman Oaks, CA 91403

Case No.: 14-12682

Chapter 11 Petition Date: May 23, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: Linda F Cantor, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  10100 Santa Monica Blvd 13th Flr
                  Los Angeles, CA 90067
                  Tel: 310-277-6910
                  Fax: 310-201-0760
                  Email: lcantor@pszjlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by David K. Gottlieb, as Chapter 7 trustee
of the estate of Roger W. Meyer, the managing partner of RCD
Holdings, the sole member of Woodforest Square, LLC.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-12682.pdf


ZALE CORP: GAMCO to Assert Appraisal Rights Under Delaware Law
--------------------------------------------------------------
Gabelli Funds, LLC, GAMCO Asset Management Inc., Gabelli
Securities, Inc., GGCP, Inc., GAMCO Investors, Inc., Mario J.
Gabelli have commenced the process to be able to assert appraisal
rights under Delaware law in connection with the proposed merger
by and among Zale Corporation, Signet Jewelers Limited and Carat
Merger Sub, Inc., for the special meeting of stockholders to be
held on May 29, 2014.  The Reporting Persons said this action is
to ensure that they can continue to evaluate all options available
to them regarding the proposed merger.

The Reporting Persons are considering withholding their votes or
voting in such a manner that allows the Reporting Persons the
ability to assert appraisal rights under Delaware law.

The Reporting Persons beneficially owned 3,214,404 shares,
representing 7.45 percent of the 43,145,744 shares outstanding as
reported in the Issuer's most recently filed Schedule 14A for the
record date April 30, 2014.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/awNPll

                        About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, as compared with a net loss of $27.31 million
for the year ended July 31, 2012.  The Company incurred a net loss
of $112.30 million for the year ended July 31, 2011 and a net loss
of $93.67 million for the year ended July 31, 2010.

As of April 30, 2014, Zale Corp had $1.26 billion in total assets,
$1.05 billion in total liabilities and $205.73 million in total
stockholders' investment.


* Sinkfield Clone Loses on Strip Off in 11th Circuit
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals for the 11th Circuit is
sticking by its guns and continuing to hold that a wholly
unsecured subordinate mortgage can be "stripped off" by an
individual in Chapter 7.

The new case resulted in a two-page, unsigned opinion in which the
Atlanta court continued to follow its 2012 decision in McNeal v.
GMAC Mortgage LLC, according to the report.

The opinion by a three-judge panel in McNeal contained language
suggesting that a 1989 decision from the same court called
Folendore may no longer be good law because the U.S. Supreme Court
later decided Dewsnup v. Timm, the report related.  Dewsnup is a
1992 case in which the high court ruled that a partially secured
first mortgage can't be reduced to the value of the property, the
report further related.

Previously, Bank of America NA lost a case in the 11th Circuit
named Sinkfield that was identical to the new case, the report
added.

The new case is Wilmington Trust NA v. Malone (In re Malone), 13-
13688, U.S. Court of Appeals for the  Eleventh Circuit (Atlanta).

The Sinkfield case is Bank of America NA v. Sinkfield, 13-700,
U.S. Supreme Court (Washington).


* Hoenig Says Bankruptcy Is Preferred Path for Big-Bank Failures
----------------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that
bankruptcy is the preferred path for resolving the largest U.S.
banks when they collapse and firms should make fundamental changes
to make that possible, Federal Deposit Insurance Corp. Vice
Chairman Thomas Hoenig said.

According to the report, speaking to the Boston Economic Club,
Hoenig called on banks and regulators to finish work on Dodd-Frank
Act ?living wills? to lay out how companies can be shut down under
court supervision.  Relying on a separate rule that lets the FDIC
unwind bank holding companies could lead to taxpayer-funded
bailouts, he said, the report related.

?Each systemically important financial firm must provide a
credible plan for orderly resolution through bankruptcy,? Hoenig
said, the report further related.  ?If a credible plan is not
produced, supervisors should be prepared to require an institution
to sell assets and simplify operations until it shows itself to be
bankruptcy compliant,? the report added.


* Senate Version of Asbestos Trust Transparency Bill Emerges
------------------------------------------------------------
Law360 reported that Sen. Jeff Flake, R-Ariz., introduced the
Senate companion to legislation that passed the U.S. House of
Representatives on party lines in November requiring new
disclosures about asbestos injury claims from the massive trusts
charged with disbursing insolvent companies' funds.

According to the report, the Furthering Asbestos Claim
Transparency Act of 2013, or H.R. 982 is aimed at cutting down on
payments of duplicative and fraudulent claims by requiring
asbestos bankruptcy trusts to divulge identifying details on
individual claimants.  For years, companies have complained about
the supposed propensity of plaintiffs' attorneys to game the
system by secretly filing claims in multiple trusts and in the
courts on behalf of the same victim, the report related.

Following an acrimonious debate, H.R. 982 passed the Republican-
controlled House on a 221-199 vote in November, the report further
related.  The companion bill floated by Flake contains the same
language, according to his spokesman, the report said.


* N.Y. Cracks Down on Debt Collectors in $16 Million Accord
-----------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that two of
the largest U.S. consumer debt buyers agreed to drop collections
on about $16 million to settle allegations they pursued debtors in
violation of New York law, an accord reached as federal regulators
prepare to crack down on the growing industry.

According to the report, Portfolio Recovery Associates (PRAA) LLC,
based in Norfolk, Virginia, and Sherman Financial Group LLC also
agreed to pay a combined $475,000 in penalties, Attorney General
Eric Schneiderman said on May 9.  The firms, which buy mostly
unpaid credit card debt at discounted prices and then get court
judgments on the defaults, broke New York law by trying to collect
obligations that were too old, the state said, the report related.

"Debt collectors must follow the same rules the rest of us do when
bringing lawsuits -- in this case, suing for debts that were not
enforceable in the first place," Schneiderman said in a statement,
the report further related.

The debt-collection business is facing greater U.S. oversight as
the Consumer Financial Protection Bureau probes for violations and
writes the first regulations under the Fair Debt Collection
Practices Act of 1977, a federal law that governs the industry,
the report further related.


* Key Democrats Signal Opposition to Fannie-Freddie Overhaul
------------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
talks between top lawmakers on the Senate Banking Committee and a
group of Democrats seen as key swing votes to advance a bipartisan
overhaul of Fannie Mae and Freddie Mac broke down, according to
people familiar with the matter, raising the prospect that the
bill won't advance beyond the committee this year.

According to the report, lawmakers postponed a committee vote on
the overhaul bill, unveiled in March by Sens. Tim Johnson (D.,
S.D.) and Mike Crapo (R., Idaho), the heads of the committee, to
wrest more support from the 22-member panel.

Lawmakers said they could have passed the bill with a narrow
majority, but many analysts believe a larger "supermajority" would
be needed to compel Sen. Majority Leader Harry Reid (D., Nev.) to
bring the bill up for a floor vote ahead of the November midterm
elections, the report related.

Efforts had focused on winning three of six uncommitted Democrats
on the panel: Sens. Elizabeth Warren of Massachusetts, Charles
Schumer of New York and Robert Menendez of New Jersey, the report
further related.  Consumer and civil-rights groups had raised a
series of objections to the proposed bill, the report added.

eeks, the report related, citing people briefed on the talks.  The
private meetings came after prosecutors sought guilty pleas from
the parent companies of both banks: BNP of France over doing
business with countries like Sudan that the United States has
blacklisted, and Credit Suisse for offering tax shelters to
wealthy Americans, the report further related.

According to the report, while BNP and Credit Suisse proposed more
modest guilty pleas from their subsidiaries rather than parent
companies, the people briefed on the talks said, prosecutors
appeared to balk at those overtures, challenging broader public
concerns that banks have grown so important to the economy that
they are effectively "too big to jail."

In the case of Credit Suisse, which recently created a subsidiary
to house the "U.S. offshore business," prosecutors have privately
indicated that they are unwilling to charge the newly formed unit,
the report added.


* U.S. Consumer Credit Posts Largest Gain in a Year
---------------------------------------------------
Reuters reported that U.S. consumer credit recorded its largest
increase in a year in March, boosted by growing demand for student
loans and household borrowing to buy automobiles.

According to the report, citing the Federal Reserve, total
consumer credit increased by $17.53 billion to $3.14 trillion.
That was the largest rise since February 2013, the report related.

February's consumer credit figure was revised lower to show a
$12.99 billion increase rather than the previously reported $16.49
billion advance, the report further related.  Economists polled by
Reuters had expected consumer credit to rise by $15.75 billion in
March, the report said.


* Some Investors Bet on Return to Reverse Mortgages
---------------------------------------------------
Matthew Goldstein, writing for The New York Times' DealBook,
reported that some private investors are betting that reverse
mortgages, an investment product aimed at older people in need of
cash, will make a resurgence as more homeowners reach retirement
age in the coming years.

According to the report, a reverse mortgage start-up based in New
Jersey has raised about $230 million in a private offering managed
by the investment banking boutique FBR Capital Markets. Investors
in the private sale of shares of Reverse Mortgage Investment Trust
included hedge funds, wealthy individual investors and customers
of the investment firm, the report related.

The private placement in February sets the stage for a potential
initial public offering for the company, which operates under the
name Reverse Mortgage Funding, the report cited regulatory filings
and conversations with people briefed on the details, but not
authorized to speak publicly about the offering.

A public offering would make Reverse Mortgage Funding, which
opened its doors last summer, one of the first stand-alone
publicly traded companies that specialize in reverse mortgages,
which provide government-guaranteed loans to homeowners based on
the equity value in their homes in exchange for fees and interest
payments that are paid when the loan comes due, the report further
related.


* Regulators See Growing Financial Risks Outside Traditional Banks
------------------------------------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that
U.S. regulators have spent the past six years forcing banks out of
businesses seen as risky. Now, they are beginning to worry that
they have pushed some financial activity into the shadows and
outside their legal reach, the report said.

According to the report, regulators on the Financial Stability
Oversight Council said they are monitoring new practices by
nonbank financial firms -- including mortgage-servicing companies,
insurers and asset managers -- over concerns that their activity
could pose an emerging threat to the financial system.

Some of these firms aren't required to maintain the same capital
cushions that banks need to guard against a severe economic
downturn, the regulators said, the report related.

The annual report, which was signed by heads of the Treasury
Department, Federal Reserve, Securities and Exchange Commission
and other agencies, is one of the first recognitions by regulators
that post-financial-crisis rules may have shifted risk from the
banking sector to less-regulated portions of the system, the
report further related.


* Yellen Foresees Continued Low Borrowing Rates
-----------------------------------------------
Martin Crutsinger, writing for The Associated Press, reported that
Federal Reserve Chair Janet Yellen said that the U.S. economy is
improving but noted that the job market remains "far from
satisfactory" and inflation is still below the Fed's target rate.

According to the report, speaking to Congress' Joint Economic
Committee, Yellen said that as a result, she expects low borrowing
rates will continue to be needed for a "considerable time."

Yellen's comments echo earlier signals that the Fed has no
intention of acting soon to raise its key target for short-term
interest rates even though the job market has strengthened and
economic growth is poised to rebound this year, the report
related.  The Fed has kept short-term rates at a record low near
zero since December 2008, the report further related.

At the same time, Yellen cautioned that geopolitical tensions, a
renewal of financial stress in emerging markets and a faltering
housing recovery pose potential threats, the report added.


* C. Scott Chabina Bags M&A Advisor's 2014 40 Under 40 Award
-------------------------------------------------------------
Carl Marks Advisors, a consulting and investment banking advisor
to middle-market companies, on May 22 disclosed that C. Scott
Chabina, a director at the firm, has been honored as one of the
5th Annual 2014 40 Under 40 Recognition Award winners by The M&A
Advisor, renowned globally for its recognition and presentation of
leading M&A, financing, and turnaround professionals.  The awards
program was established to promote mentorship and professional
development among emerging business leaders.

Mr. Chabina has more than nine years of investment banking and
financial restructuring experience.  In his role at Carl Marks, he
is primarily responsible for mergers and acquisitions, debt and
equity capital raises, corporate finance and financial
restructuring advisory services for companies, secured lenders,
and creditors across the capital structure, including Section 363
sales and internal reorganizations.  He advises across a wide
range of industries, including energy, consumer products, retail,
healthcare, specialty finance, building materials, defense,
specialty foods, marketing and media, specialty chemicals,
manufacturing, and automotive.  He is particularly active in the
renewable and alternative energy sectors and has successfully
executed a vast array of engagements within the ethanol industry.

Mr. Chabina's recent representative bankruptcy and restructuring
matters have involved Metro Fuel Oil Corporation, BioFuel Energy
Corporation, Hawkeye Growth, White Energy Corporation, Otter Tail
Ag Enterprises, VeraSun Energy Corporation, and Citation
Corporation.

"It's a great and humbling honor to be recognized among this group
of recipients," said Mr. Chabina.  "This award is a significant
testament to the high level of service and dedication that the
Carl Marks team brings to the table for our clients."

Mr. Chabina will accept the award on June 24th at The M&A Advisor
Awards Gala, held at the Roosevelt Hotel in Manhattan, in
conjunction with the 2014 Emerging Leaders Summit.  This is an
exclusive event that brings together M&A industry leaders with
mentors and other influencers within the business community to
discuss current trends in corporate development and celebrate the
achievements of up and coming professionals who have reached a
significant level of success prior to the age of 40.

About Carl Marks Advisory Group LLC and Carl Marks Securities LLC

Carl Marks Advisory Group LLC -- http://www.carlmarks.com-- is a
New York-based consulting and investment banking advisory firm.
It serves middle-market companies, provides an array of financial
and operational services, including mergers and acquisitions
advice, sourcing of capital, financial restructuring plans,
strategic business assessments, improvement plans and interim
management.

The award-winning firm was the recipient of the 2013 M&A Advisor's
Sector Financing Deal of the Year (Real Estate); the Turnaround
Atlas Awards' Healthcare Services Turnaround of the Year, Mid
Markets Restructuring Investment Bank of the Year, and
Restructuring Investment Banker of the Year (Boutique); the 2011
M&A Advisor's Debt Financing Deal of the Year; and the 2011
Turnaround Atlas Awards Chapter 11 Reorganization of the Year
(Middle Market).  Carl Marks has additional offices in Charlotte,
NC.

Securities are offered through Carl Marks Securities LLC, member
FINRA and SIPC, which assists its clients in executing private
placements of debt and equity.


* David R. Gette Joins Marks Paneth as Tax Partner
--------------------------------------------------
Accounting firm Marks Paneth LLP on May 22 disclosed that
David R. Gette, CPA has joined the firm as a tax partner.

Mr. Gette brings over 20 years of tax experience and has an
extensive background advising private equity funds and public and
private companies on the tax implications of domestic and cross-
border transactions.  He has represented clients in all aspects of
federal taxation including acquisitions, dispositions, internal
restructurings, joint ventures, post-deal integration and other
capital-related matters.  He also possesses sell-side experience,
providing assistance with deal process preparation as well as tax
planning and structuring for potential sale transactions.

"Privately-owned companies and their owners comprise an important
part of our client base. David's knowledge of complex
transactional tax issues adds value to the services we offer these
sophisticated clients," said Steven Eliach, Principal-in-Charge of
the Tax Practice at Marks Paneth.

Mr. Gette comes to Marks Paneth from Ernst & Young where he was
Transaction Tax Partner in the Transaction Advisory Services
practice.  Prior to that he was a Managing Director specializing
in Mergers & Acquisitions at PwC.  He is a member of the American
Institute of Certified Public Accountants and the Minnesota
Society of Certified Public Accountants and is licensed to
practice in New York, Minnesota and North Dakota.  Mr. Gette holds
a Bachelor of Science in Accounting from Moorhead State
University.  He is a resident of Somers, New York.

                      About Marks Paneth LLP

Marks Paneth LLP -- http://www.markspaneth.com-- is an accounting
firm with over 500 people, of whom approximately 65 are partners
and principals.  The firm provides public and private businesses
with a full range of auditing, accounting, tax, consulting,
bankruptcy and restructuring services as well as litigation and
corporate financial advisory services to domestic and
international clients.  The firm also specializes in providing tax
advisory and consulting for high-net-worth individuals and their
families, as well as a wide range of services for international,
real estate, media, entertainment, nonprofit, professional and
financial services, and energy clients.  The firm has a strong
track record supporting emerging growth companies, entrepreneurs,
business owners and investors as they navigate the business life
cycle.

The firm's subsidiary, Tailored Technologies, LLC, provides
information technology consulting services.  In addition, its
membership in Morison International, a leading international
association for independent business advisers, financial
consulting and accounting firms, facilitates service delivery to
clients throughout the United States and around the world.  Marks
Paneth LLP, whose origins date back to 1907, is the 33rd largest
accounting firm in the nation and the 10th largest in the Mid-
Atlantic region.  In addition, readers of the New York Law Journal
rank Marks Paneth as one of the area's top forensic accounting
firms for the fourth year in a row.

Its headquarters are in Manhattan.  Additional offices are in
Westchester, Long Island and the Cayman Islands.


* BOND PRICING -- For Week From May 19 to 23, 2014
--------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI   10.25     59.90       2/1/2015
Allen Systems
  Group Inc             ALLSYS   10.50     49.50     11/15/2016
Allen Systems
  Group Inc             ALLSYS   10.50     49.50     11/15/2016
Brookstone Co Inc       BKST     13.00     34.00     10/15/2014
Brookstone Co Inc       BKST     13.00     32.00     10/15/2014
Brookstone Co Inc       BKST     13.00     46.00     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO     9.38     40.75     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR      12.75     49.27      4/15/2018
Champion
  Enterprises Inc       CHB       2.75      0.25      11/1/2037
Energy Conversion
  Devices Inc           ENER      3.00      7.88      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU       8.18      1.25      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55     51.00     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP      13.13      1.00       4/2/2018
Global Geophysical
  Services Inc          GGS      10.50     44.00       5/1/2017
Global Geophysical
  Services Inc          GGS      10.50     63.50       5/1/2017
James River Coal Co     JRCC      7.88     11.65       4/1/2019
James River Coal Co     JRCC      4.50      4.25      12/1/2015
James River Coal Co     JRCC     10.00      8.63       6/1/2018
James River Coal Co     JRCC     10.00     11.00       6/1/2018
James River Coal Co     JRCC      3.13     12.75      3/15/2018
LBI Media Inc           LBIMED    8.50     30.00       8/1/2017
MF Global Holdings Ltd  MF        6.25     37.00       8/8/2016
MF Global Holdings Ltd  MF        1.88     45.56       2/1/2016
MModal Inc              MODL     10.75     24.00      8/15/2020
MModal Inc              MODL     10.75     24.00      8/15/2020
Momentive Performance
  Materials Inc         MOMENT   11.50     31.25      12/1/2016
Motors Liquidation Co   MTLQQ     7.20     11.00      1/15/2011
Motors Liquidation Co   MTLQQ     7.38     11.00      5/23/2048
Motors Liquidation Co   MTLQQ     6.75     11.00       5/1/2028
NII Capital Corp        NIHD     10.00     27.02      8/15/2016
OnCure Holdings Inc     RTSX     11.75     48.88      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Pulse Electronics
  Corp                  PULS      7.00     80.00     12/15/2014
River Rock
  Entertainment
  Authority/The         RIVER     9.00     32.64      11/1/2018
THQ Inc                 THQI      5.00     43.50      8/15/2014
TMST Inc                THMR      8.00     15.75      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      8.75      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.00     32.38       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      8.75      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.50      8.50      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.00     33.13       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      8.63      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.50      8.50      11/1/2016
USEC Inc                USU       3.00     26.38      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      11.38     56.71       8/1/2016
Western Express Inc     WSTEXP   12.50     79.13      4/15/2015
Western Express Inc     WSTEXP   12.50     79.13      4/15/2015



                             *********

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.

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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
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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.


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