TCR_Public/140527.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, May 27, 2014, Vol. 18, No. 145

                            Headlines

59TH AVE & PEORIA INVESTORS: Glendale Asset to be Sold on June 20
ANESTHESIA HEALTHCARE: Seeks to Tap $100,000 DIP Loan from CEO
ASTANA FINANCE: Kazakhstan Proceeding Gets U.S. Recognition
BAYTEX ENERGY: Moody's Rates Proposed $780MM Unsecured Notes Ba3
BUFFETT PARTNERS: Committee Can Employ Pachulski Stang as Counsel

BUFFETT PARTNERS: Committee Can Employ Munsch Hardt as Attorneys
CHESAPEAKE OILFIELD: S&P Affirms 'BB-' CCR Over Spin-Off
CHINA FORESTRY: Tender Offer Expiration Date Extended to June 24
CLEAREDGE POWER: Wins Court Nod to Adopt Cash Management System
CORMEDIX INC: Receives NYSE MKT Listing Deficiency Notice

DETROIT, MI: Plan Confirmation Status Conference on Wednesday
EVENT RENTALS: Apollo Funds Closes Purchase of All Assets
FAIRMONT GENERAL: Auction Scheduled for June 17
FAIRMONT GENERAL: Has Until June 30 to Propose Chapter 11 Plan
FAIRMONT GENERAL: Labor Agreement Ruled as Valid

FISKER AUTOMOTIVE: To Seeks Approval of Plan Outline on June 9
FOX FIELD: Case Summary & 6 Largest Unsecured Creditors
FRED J. WHITE: El Montevideo Lots to be Auctioned on July 3
FREE LANCE-STAR: Wants Plan Filing Exclusivity Until Aug. 6
FREE LANCE-STAR: May Continue Using Cash Collateral Until June 20

FREEDOM INDUSTRIES: Has Until July 3 to Assume Unexpired Leases
FREEDOM INDUSTRIES: Court Approves Sale of Poca Blending Biz
FREEDOM INDUSTRIES: Wants Until July 3 to Propose Liquidation Plan
FREEDOM INDUSTRIES: Court Defers Ruling on Rust Omni Employment
GENCO SHIPPING: Equity Panel Wants Plan Outline Hearing Adjourned

GULFPORT ENERGY: Moody's Hikes Corp. Family Rating to 'B2'
HEALOGICS INC: S&P Puts 'B' CCR on CreditWatch Negative
HELIA TEC: CenterPoint Energy Supports Bid to Convert Case
HOWARD BINGHAM: Safford Asset to Sold in June 11 Auction
INSTITUTIONAL SHAREHOLDER: S&P Assigns 'B' CCR; Outlook Stable

INT'L ENVIRONMENTAL: Trustee Resolves Dispute With Bertram, et al.
IPAYMENT INC: Moody's Lowers Corporate Family Rating to 'Caa2'
JAMES RIVER: Creditors Committee Taps Akin Gump as Counsel
JAMESPORT DEVELOPMENT: 50% Owners Want Ch. 11 Case Dismissed
JAMESPORT DEVELOPMENT: Files Motion to Extend Exclusive Periods

JAMESPORT DEVELOPMENT: WBG Approved as Real Estate Counsel
KRIEG FAMILY: Safford Property to be Auctioned on June 18
LEHR CONSTRUCTION: Gets Approval to Settle $10MM Claim vs. Lazar
LEHR CONSTRUCTION: Court Approves Trustee-Coffey Claim Settlement
LEHR CONSTRUCTION: Trustee Resolves Dispute With First Unum

MERRITT & WALDING: Hagens Realty Auctions Retail Petroleum Outlet
MOMENTIVE PERFORMANCE: Has Final Approval of $570-Mil. DIP Loans
MOMENTIVE PERFORMANCE: Posts $56 Million Net Loss in 2014 Q1
MPC CORP: Gateway To Extend Computer Warranties To Settle Suit
MT LAUREL LODGING: Defends Bid for Plan Exclusivity Extension
MUNDY RANCH: Amended Modifications to Plan Outline Filed

OHCMC-OSWEGO: Court Sets June 30 Deadline for Filing Claims
OPTIM ENERGY: Seeks Extension to Ch. 11 Exclusivity Period
OUTLAW RIDGE: Hires Vantix Consulting as Property Appraisers
OUTLAW RIDGE: Hires Gillott as Property Appraisers
OUTLAW RIDGE: Cadence Bank Objects to Vantix, Gillott Hiring

OVERSEAS SHIPHOLDING: Nears Deal with Noteholders to Advance Plan
OVERSEAS SHIPHOLDING: Proskauer Seeks Discovery Stay in Suit
PACIFIC VECTOR: Creditors File Notices of Default
PEM THISTLE: Court Denies Bid to Reconsider Case Dismissal
PENSON WORLDWIDE: Ex-Execs Said to Violate Securities Lending Rule

PITT PENN: Ch. 11 Trustee Hires MXI as Environmental Consultant
PITT PENN: Ch. 11 Trustee Hires K&F as Litigation Consultant
PRIME PROPERTIES: June 3 Hearing on Joint Chapter 11 Plan
QCA HEALTH: A.M. Best Hikes Finc'l. Strength Rating From 'B(fair)'
RECOMM WIRELESS: Sues Rose Snyder Over $2.9M Tax Refund

RECONROBOTICS INC: Wants Involuntary Chapter 11 Petition Denied
REFCO PUBLIC: Hires Alston & Bird as Bankruptcy Counsel
REFCO PUBLIC: Employs Richards Layton as Bankruptcy Counsel
REFCO PUBLIC: Taps Maples and Calder as Cayman Islands Counsel
REFCO PUBLIC: Wants Court to Establish Claims Bar Date

REVSTONE INDUSTRIES: Unit Slams GM's Pursuit Of Post-Asset Sale
RICHMOND VALLEY: First Amended Reorganization Plan Confirmed
RIVIERA HOLDINGS: Net Loss Narrows to $2.28 Million in 2014 Q1
RKB GROUP: Case Summary & Unsecured Creditor
SAGE PHYSICIAN: Trustee Targets K&L Gates In Negligence Suit

SANCHEZ ENERGY: Moody's Affirms B2 CFR & B3 Sr. Unsec. Rating
SANCHEZ ENERGY: S&P Affirms 'B' CCR on Acquisition
SHILO INN: California Bank Opposes Plan Outline Approval
SKYLINE MANOR: Has Interim Nod to Use Cash Collateral Until May 30
SMHC LLC: Has Until June 6 to File Plan and Disclosure Statement

SMHC LLC: Kerr Russell Approved as Bankruptcy Counsel
SSS PARTNERSHIP: 9889 West Peoria Ave. Asset to be Sold on June 3
SRKO FAMILY: Informal Mechanics Lienholder Committee Files Plan
SRKO FAMILY: Wants Loan Agreement With JSGE Extended to Oct. 15
STARR PASS: Tucson Asset to be Sold on June 6

SUN GROVE: 10134 West Mohawk Lane Asset to be Auctioned on June 13
USEC INC: Hearing on Credit Agreement Now Scheduled for June 2
USEC INC: Wants Limited Demobilization of Centrifuge Project
USEC INC: AP Services' Castellano Approved as CRO
VALITAS HEALTH: S&P Lowers CCR to 'B-'; Outlook Negative

VISTEON CORP: 3rd Circ. Pressed to Make Co. Pay Retiree Benefits
WORLDCOM INC: High Court Bid Puts Data Taxation On The Line
XTREME POWER: Hearing Today on Bid to Extend Plan Exclusivity
ZOWAA INC: Agent to Sell Phoenix, AZ Collateral on May 29

* Disbarred Texas Atty Pleads Guilty to Ch. 13 Forgery
* Chicago Crisis Obscures $8.4 Billion Pension Gap in Small Towns
* Attorney General Holder Tightens the Squeeze on Banks
* Mortgage, Home-Equity Woes Linger
* States Assert Standing in DC Circ. Dodd-Frank Challenge

* Bankruptcy Firm Peitzman Weg Combines With Robins Kaplan
* Mintz Levin Attorneys Featured in 2014 Chambers USA Guide

* Goodwin's Glosband Named Star Individual in Bankruptcy Category
* Thompson Hine Named Top Firm in Bankruptcy by Chambers USA

* Large Companies With Insolvent Balance Sheet


                             *********

59TH AVE & PEORIA INVESTORS: Glendale Asset to be Sold on June 20
-----------------------------------------------------------------
A property located at 10630 N. 59th Avenue Glendale, Arizona
85304, which serves as collateral under a 2006 Deed of Trust, will
be auctioned off on June 20, 2014 at 10:00 a.m.

Under the Deed of Trust, the trustors/borrowers are 59th Ave &
Peoria Investors, LLC, and Richkamp, LLC; while the beneficiary is
Peoria 59, LLC.  The original principal balance under the Trust
was
$2,900,000.

The Successor Trustee is:

          Christopher M. McNichol, Esq.
          Gust Rosenfeld P.L.C.
          One East Washington Street, Suite 1600
          Phoenix, Arizona 85004
          Tel No: (602) 257-7972
          Attn: Amey Wheeler


ANESTHESIA HEALTHCARE: Seeks to Tap $100,000 DIP Loan from CEO
--------------------------------------------------------------
Anesthesia Healthcare Partners, Inc., et al., seek authority from
the U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, for AHP to incur postpetition financing and
grant liens on the Debtor's accounts receivable to secure the
postpetition financing.

Sean M. Lynch, chief executive officer and 100% shareholder/member
of Debtors, agreed to serve as postpetition lender and committed
up to $100,000 on an interim and final basis, which amount is
necessary to maintain the Debtor's on-going operations and
preserve its going concern value.  The effective interest rate for
all postpetition advances is to accrue at 6% per annum.  The
maturity date will be Aug. 15, 2014.

The Debtors also separately seek Court authority to use cash
collateral securing their indebtedness from SunTrust Bank in its
capacity as administrative agent for the Debtor?s prepetition
first-lien lender.  The Debtors estimate that the total
outstanding principal loan balances as of the Petition Date owing
to the Lender on its term loan total $4.5 million, and on its
revolving loans total $4 million, in addition to forced penalties
and fees imposed by SunTrust in excess of $100,000.  The Debtors
propose to provide adequate protection to SunTrust Bank.

SunTrust filed a limited objection to the Debtors' motion seeking
authority to use cash collateral.  Specifically, SunTrust objects
to the proposed budget to the extent that it provides for ongoing
payment of: (x) Tax Distributions on behalf of Mr. Lynch, (y)
lease payments made to SML Holdings, LLC, and G&S Duluth Holdings,
LLC, and (z) the Debtors' professional fees without further order
of the Court.  SunTrust asserted that its secured claims have a
higher priority than the personal tax claims held by Mr. Lynch,
the lease payments to entities owned wholly or in part by Mr.
Lynch, and the Debtors' professional fees.  SunTrust asks the
Court to require the Debtors to revise the budget so that cash
collateral will not be used for payments to Mr. Lynch, the Lynch
Landlords and the Debtors' professionals without authorization
from the Court.

The Debtors are represented by Theodore N. Stapleton, Esq., at
THEODORE N. STAPLETON, P.C., in Atlanta, Georgia.

SunTrust is represented by:

         Jesse H. Austin, III, Esq.
         Jonathan W. Jordan, Esq.
         Michele J. Kim, Esq.
         KING & SPALDING LLP
         1180 Peachtree Street, N.E.
         Atlanta, Georgia 30309-3521
         Tel: (404) 572-4600
         Fax: (404) 572-5131
         Email: jaustin@kslaw.com
                jjordan@kslaw.com
                mkim@kslaw.com

Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May
15, 2014.  The case is assigned to Judge Wendy L. Hagenau.  The
Debtor is represented by Theodore N. Stapleton, Esq., at Theodore
N. Stapleton, P.C., in Atlanta.

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100%
of the common stock.  The Debtor estimated $10 million to $50
million in assets and debt.


ASTANA FINANCE: Kazakhstan Proceeding Gets U.S. Recognition
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York on
May 20, 2014, entered an order and final decree granting
recognition of a foreign proceeding involving JSC "Astana-Finance"
as well as granting permanent injunction and related relief.

On April 25, Marat Duysenbekovich Aitenov submitted a memorandum
of law in support of the Verified Petition under Chapter 15 for
Recognition of the foreign proceeding and motion for permanent
injunction.

Mr. Aitenov, as foreign representative of JSC "Astana-Finance",
tells the Court that, among other things:

   1. AF satisfies the eligibility requirements of Section 109(a);

   2. commencement of the instant Chapter 15 case is proper; and

   3. the petitioner satisfies the requirements for a permanent
      injunction in accordance with Section 1521(e).

The petitioner commenced a case under Chapter 15 of the Bankruptcy
Code on behalf of JSC "Astana-Finance" on Oct. 1, 2012 (Bankr.
S.D.N.Y. Case No. 12-14113) -- the initial proceeding.

                    About JSC Astana-Finance

JSC "Astana-Finance" is subject to a special judicial
restructuring proceeding taking place in the Republic of
Kazakhstan.  Marat Duysenbekovich Aitenov, the foreign
Representative of JSC "Astana-Finance", filed for Chapter 15
petition (Bankr. S.D. N.Y. Case No. 14-bk-11217) on April 25,
2014, seeking U.S. court recognition of the restructuring
proceedings.

This is the second Chapter 15 filing for AF.  The prior case is In
re JSC Astana-Finance, 12-14113, in the same court.

Bankruptcy Judge Allan L. Gropper presides over the case.

AF is the parent for a bank and financial services companies in
Kazakhstan.  According to a Bloomberg News report, AF filed a
second Chapter 15 petition in New York to insure compliance with a
new appellate court ruling requiring foreign companies to have
assets in the U.S. to be eligible for relief under U.S. bankruptcy
law.  According to the report, Astana never got final Chapter 15
approval because it became necessary to have regulatory changes in
Kazakhstan.

Founded in 1997 to invest government funds in private business
and infrastructure projects, the company later sold stock to the
public and defaulted on debt in 2009.  The company's
reorganization plan originally was approved by Kazakhstan's
Specialized Financial Court in July 2012.

To insure it complies with the ruling by the U.S. Court of
Appeals in New York in a case called Drawbridge Special
Opportunities Fund LP v. Barnet -- which ruled that a foreign
company couldn't file under Chapter 15 without having assets in
the U.S. -- AF gave its New York law firm a US$5,000 retainer
account.  AF, Bloomberg said, is now in a position to proceed with
Chapter 15 because creditors in March voted in favor of a revised
restructuring plan.

The Chapter 15 petitioner is represented by:

         Alex R. Rovira, Esq.
         Andrew P. Propps, Esq.
         Jason S. Koslowe, Esq.
         SIDLEY AUSTIN LLP
         787 Seventh Avenue
         New York, NY 10019
         Tel: (212) 839-5300
         Fax: (212) 839-5599


BAYTEX ENERGY: Moody's Rates Proposed $780MM Unsecured Notes Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Baytex Energy
Corp.'s proposed $780 million senior unsecured notes. Baytex's
existing senior unsecured notes were affirmed at B1, but will be
upgraded to Ba3 once the Aurora acquisition closes. The rating
outlook was changed to positive from developing. Baytex's
Corporate Family Rating of Ba3 and Probability of Default Rating
of Ba3-PD were affirmed. The Speculative Grade Liquidity Rating of
SGL-3 was affirmed.

Proceeds from the notes will be used to fund the tender offer for
Aurora Oil & Gas USA Limited's (Aurora) US$665 million senior
unsecured notes.

The new notes will be held in escrow until closing of the
acquisition, and on closing, the bank credit facilities (unrated)
will become unsecured and rank equally with the existing notes and
new notes. The credit facilities and notes will be supported with
downstream and upstream guarantees of most operating companies.
The ratings are subject to final documentation and the closing of
the Aurora acquisition.

"The change in outlook to positive from developing reflects an
improved capital structure and enhanced liquidity, and Moody's
expectation that Baytex will sell assets using the proceeds to
reduce debt," said Paresh Chari, Moody's Analyst. "Leverage will
improve with debt reduction and production growth from its
increased and diversified production base."

Assignments:

Issuer: Baytex Energy Corp.

Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD4, 51 %

Outlook Actions:

Issuer: Baytex Energy Corp.

Outlook, Changed To Positive From Developing

Affirmations:

Issuer: Baytex Energy Corp.

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed Ba3

Multiple Seniority Shelf, Affirmed (P)B1

Senior Unsecured Regular Bond/Debenture Jul 19, 2022,
Affirmed B1

Senior Unsecured Regular Bond/Debenture Feb 17, 2021,
Affirmed B1

Ratings Rationale

Pro forma for the Aurora acquisition, Baytex's Ba3 Corporate
Family Rating (CFR) reflects its significant reserves and
production base, oily product mix (85% liquids), geographic
diversity, and solid cash margins and leveraged full cycle ratio
(LFCR). The rating also considers the high dividend payment
compared to cash flow which drives a weak retained cash flow to
debt metric, and weak leverage in terms of E&P debt to production
and E&P debt to proved developed reserves.

Baytex will have adequate liquidity (SGL-3) at closing, expected
in June 2014, through mid-2015. Although Baytex will have no cash
at closing, it will have $500 million available under $1.4 billion
of increased bank revolver and term facilities, against Moody's
expectation of about $100 million of negative free cash flow after
capital expenditures and dividends. Baytex has no debt maturities
in the next year, and Moody's expects covenant headroom to be
adequate. Baytex will also gain liquidity from likely asset
dispositions.

The positive outlook reflects Moody's view that Baytex may exhibit
the characteristics of a Ba2 rating if it sells assets to reduce
debt, and can successfully integrate Aurora and demonstrate
production and reserves growth.

The rating could be upgraded if Baytex closes the Aurora
acquisition and production exceeds 70,000 boe/d, while maintaining
retained cash flow to debt above 40% and E&P debt to production
below US$25,000/boe.

The rating could be downgraded if E&P debt to production appeared
likely to rise above US$40,000/boe or if retained cash flow to
debt appeared likely to fall below 20%.

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

Baytex is a Calgary, Alberta-based exploration and production
company that has pro-forma proved reserves of approximately 250
million barrels of oil equivalent and net of royalties average
daily production of approximately 70,000 boe/d of which 85% is
oil.


BUFFETT PARTNERS: Committee Can Employ Pachulski Stang as Counsel
-----------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas has authorized the Official Committee
of Unsecured Creditors of Buffet Partners, L.P., to employ
Bradford J. Sandler of Pachulski Stang Ziehl & Jones LLP as
counsel.


As reported in the Troubled Company Report on Apr. 3, 2014, The
Committee has retained Pachulski Stang for the primary purpose
of attempting to maximize the amount of money that would be made
available to be distributed to the Debtors' unsecured creditors.
Subject to further Court order, PSZ&J is expected to render, among
other services, the following services to the Committee:

   (a) assisting, advising and representing the Committee in its
       consultations with the Debtors regarding the administration
       of these Cases;

   (b) assisting, advising and representing the Committee with
       respect to the Debtors' retention of professionals and
       advisors with respect to the Debtors' business and these
       Cases;

   (c) assisting, advising and representing the Committee in
       analyzing the Debtors' assets and liabilities,
       investigating the extent and validity of liens and
       participating in and reviewing any proposed asset sales,
       any asset dispositions, financing arrangements and cash
       collateral stipulations or proceedings;

   (d) assisting, advising and representing the Committee in any
       manner relevant to reviewing and determining the Debtors'
       rights and obligations under leases and other executory
       contracts;

   (e) assisting, advising and representing the Committee in
       investigating the acts, conduct, assets, liabilities and
       financial condition of the Debtors, the Debtors' operations
       and the desirability of the continuance of any portion of
       those operations, and any other matters relevant to these
       Cases or to the formulation of a plan;

   (f) assisting, advising and representing the Committee in
       connection with any sale of the Debtors' assets;

   (g) assisting, advising and representing the Committee in its
       analysis of and any objection to any disclosure statement;

   (h) assisting, advising and representing the Committee in its
       participation in the negotiation, formulation, or objection
       to any plan of liquidation or reorganization;

   (i) assisting, advising and representing the Committee in
       understanding its powers and its duties under the
       Bankruptcy Code and the Bankruptcy Rules and in performing
       other services as are in the interests of those represented
       by the Committee;

   (j) assisting, advising and representing the Committee in the
       evaluation of claims and on any litigation matters,
       including avoidance actions; and

   (k) providing such other services to the Committee as may be
       necessary in these Cases.

Pachulski Stang will be paid at these hourly rates:

       Jeffrey N. Pomerantz            $875
       Bradford J. Sandler             $775
       Shirley S. Cho                  $725
       Patricia Jeffries               $295

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

Bradford J. Sandler, partner of Pachulski Stang, 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.

Pachulski Stang can be reached at:

       Bradford J. Sandler, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       919 N. Market Street, 17th Floor
       P.O. Box 8705
       Wilmington, DE 19899-8705
       Tel: (302) 652-4100
       Fax: (302) 652-4400
       E-mail: bsandler@pszjlaw.com

                      About Buffet Partners

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

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

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

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

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

Attorneys at Pachulski Stang Ziehl & Jones LLP and Munsch Hardt
Kopf & Harr, P.C. serve as counsel to the Committee.

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


BUFFETT PARTNERS: Committee Can Employ Munsch Hardt as Attorneys
----------------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors of Buffet Partners, L.P., et al. retain Munsch
Hardt Kopf & Harr, P.C., as attorneys for the Committee.

The professional services that Munsch Hardt will render to the
Committee, as counsel, include, among other things:

   (a) assist, advise and represent the Committee with respect to
       the administration of the Bankruptcy Case;

   (b) provide all necessary legal advice with respect to the
       Committee's powers and duties;

   (c) assist the Committee in working to maximize the value of
       the Debtors' assets for the benefit of the Debtors'
       unsecured creditors;

   (d) assist the Committee with respect to evaluating and
       negotiating a plan of reorganization and, if necessary,
       either challenging or supporting as appropriate, the
       confirmation of a plan and the approval of an associated
       disclosure statement;

   (e) conduct any investigation, as the Committee deems
       appropriate, concerning, among other things, the assets,
       liabilities, financial condition and operating issues of
       the Debtors;

   (f) commence and prosecute any and all necessary and
       appropriate actions and proceedings on behalf of the
       Committee in the Bankruptcy Case;

   (g) prepare, on behalf of the Committee, necessary
       applications, pleadings, motions, answers, orders, reports
       and other legal papers;

   (h) communicate with the Committee's constituents and other as
       the Committee may consider necessary or desirable in
       furtherance of its responsibilities;

   (i) appear in Court and represent the interests of the
       Committee; and

   (j) perform all other legal services for the Committee which
       are appropriate, necessary and proper in connection with
       the Bankruptcy Case.

Munsch Hardt will be paid at these hourly rates:

       Kevin M. Lippman, Shareholder       $460
       Deborah M. Perry, Shareholder       $400
       Isaac J. Brown, Associate           $235
       Audrey Monlezun, Paralegal          $200
       Shareholders                     $335 to $720
       Associates                       $235 to $375
       Paralegals                       $165 to $265

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

Deborah M. Perry, shareholder of Munsch Hardt, 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 Northern District of Texas will hold a hearing
on the application on April 9, 2014, at 2:00 p.m.

Munsch Hardt can be reached at:

       Deborah M. Perry, Esq.
       MUNSCH HARDT KOPF & HARR PC
       500 N. Akard St., Ste. 3800
       Dallas, TX 75201-6659
       Tel: (214) 855-7565
       Fax: (214) 978-5335

                      About Buffet Partners

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

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

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

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

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

Attorneys at Pachulski Stang Ziehl & Jones LLP and Munsch Hardt
Kopf & Harr, P.C. serve as counsel to the Committee.

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


CHESAPEAKE OILFIELD: S&P Affirms 'BB-' CCR Over Spin-Off
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Oklahoma City-based Chesapeake Oilfield Operating
LLC.  S&P removed the rating from CreditWatch, where it placed it
with developing implications Feb. 25, 2014.

At the same time, S&P revised the CreditWatch status on Chesapeake
Oilfield's 'BB-' unsecured debt rating to negative from
developing, reflecting the possibility of additional secured debt
in the company's capital structure.

Chesapeake Energy, currently the 100% owner of Chesapeake Oilfield
Operating LLC (COO), has announced it will proceed with a spin-off
of COO to shareholders in a tax-free transaction.  Following the
spin-off, COO will change its name to Seventy Seven Energy Inc.
S&P expects the existing services agreement between Chesapeake
Energy and COO, under which Chesapeake Energy guarantees a minimum
utilization of COO's rigs and hydraulic fracking equipment, will
be terminated, leaving COO with significant recontracting risk.
However, while details of transition operating arrangements have
not been disclosed, S&P believes Chesapeake Energy will remain the
primary customer of COO until such time as COO builds up its
third-party customer base.  In conjunction with the spin-off, COO
will pay Chesapeake Energy a roughly $400 million dividend to
repay intercompany debt, which S&P assumes will be refinanced with
new debt at COO, and it will enter into a new revolving credit
facility.  Overall, S&P do not expect the company to meaningfully
increase its gross debt levels.

"Based on these assumptions, we are affirming our 'BB-' corporate
credit rating on COO with a stable outlook," said Standard &
Poor's credit analyst Carin Dehne-Kiley.

S&P's 'BB-' rating on Chesapeake Oilfield reflects its assessment
of the company's business risk profile as "fair" and financial
risk profile as "aggressive".  S&P views Chesapeake Oilfield's
liquidity as "adequate", based on the assumption that the
company's refinancing plan in association with the spin-off will
support liquidity.

The outlook on COO is stable, reflecting S&P's view Chesapeake
Energy will remain the primary customer of Chesapeake Oilfield
until such time as Chesapeake Oilfield builds up its third-party
customer base, and that COO will maintain FFO to debt in the 20%
to 30% range.

S&P could downgrade COO if it expects FFO to debt would fall below
20% for a sustained period, which would most likely occur if the
company is unable to recontract its rigs and frac crews within a
reasonable period.

S&P would consider an upgrade if COO is successful in
significantly diversifying its customer base, and if S&P came to
expect FFO to debt would exceed 45% for a sustained period.  S&P
don't currently view this as feasible within the one-year
timeframe addressed by the outlook.


CHINA FORESTRY: Tender Offer Expiration Date Extended to June 24
----------------------------------------------------------------
China Forestry Holdings Co., Ltd. on May 23 announced the further
extension of the Expiration Date for its previously announced
tender offer to purchase for cash any and all of its outstanding
10.25% Senior Notes due 2015 and related consent solicitation.
The tender offer and consent solicitation are subject to the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated November 22, 2013, as amended.

The previously announced Expiration Date for Notes validly
tendered pursuant to the tender offer and consent solicitation has
been extended to 11:59 p.m., New York City Time, on June 24, 2014
(unless further extended or earlier terminated).  Notes that are
validly tendered prior to such time pursuant to the tender offer
and consent solicitation and accepted for purchase will be
entitled to receive the Tender Offer Consideration.  As of 5:00
p.m., New York City Time, on May 22, 2014, $100,564,000 aggregate
principal amount of the Notes, representing 64.79% of the
outstanding Notes not held by the company, had been tendered.

The consents received to date, unless withdrawn, are sufficient to
approve the proposed amendments to the indenture relating to the
Notes, which amendments would eliminate most of the restrictive
covenants and certain other related provisions (including certain
events of default) of the indenture or make such covenants less
restrictive.

Aside from the extension of the Expiration Date, all other terms
and conditions of the tender offer and consent solicitation remain
unchanged.  The Early Consent Deadline expired on December 6,
2013.  Any Notes tendered after the Early Consent Deadline will be
entitled to receive only the Tender Offer Consideration.

The tender offer and consent solicitation are conditioned upon the
satisfaction of certain conditions, including the company's
receipt of funds from one or more financings sufficient to pay the
Tender Offer Consideration with respect to the Notes.  Subject to
applicable law, the company may also terminate the tender offer
and consent solicitation at any time before the Expiration Date in
its sole discretion.

The information agent and tender agent is Bondholder
Communications Group, LLC.  Copies of the Offer to Purchase are
available by contacting Bondholder Communications Group, LLC at
(212) 809-2663 in the United States or +44 (0) 20-7382-4580 in
London.

             About China Forestry Holdings Co., Ltd.

China Forestry Holdings Co., Ltd., together with its subsidiaries
(the "Group"), has operations in the People's Republic of China
focused on forest resources and timber log processing. The Group
has grown to become one of the key players in China's forestry
industry.  Its principal business comprises sustainable upstream
forest management and the harvesting and sale of high-quality
timber logs to meet rising demand in the domestic market in China.


CLEAREDGE POWER: Wins Court Nod to Adopt Cash Management System
---------------------------------------------------------------
Bankruptcy Judge Charles Novack authorized Clearedge Power, Inc.,
to (i) maintain existing bank accounts and continue using business
forms and checks; and (b) continue using its prepetition cash
management system.

The Debtors were also granted administrative expense status to
postpetition intercompany claims; and limited relief from
automatic stay.

As reported in the Troubled Company Reporter on May 14, 2014, in
the ordinary course of business, the Company maintains a cash
management system that provides well-established processes for the
collection, concentration, management, disbursement and investment
of funds generated and used in its operations.  The cash
management system is a centralized process specifically designed
to accommodate the Company's lenders and customers.

The cash management system has several key components: (a) cash
collection, primarily from its customers; (b) cash concentration
from these accounts into a master operating account from which
disbursements are made; (c) restricted deposit account held as
security for letters of credit; and (d) various other deposit
accounts held for general or other specified uses.

The cash management system consists, inter alia, of (a) two
restricted bank accounts, which are used to receive incoming
payments from certain customers; (b) an account held at Mellon
Bank, which is used to receive incoming payments from all other
customers; (c) a master operating account from which most
disbursements are made; (d) an operating account from which
disbursements are made with respect to the Oregon manufacturing
facility; (e) a restricted account held at Wells Fargo Bank,
National Association, which is used to hold funds as security for
letters of credit issued by Wells Fargo and as a deposit reserve
for the Company's credit card program; (f) a general holding
account and special disbursement accounts; and (g) several
operating accounts held by CEPIS in South Korea.

Periodically, the Company transfers funds from the Master
Operating Account to the Oregon Operating Account and has in the
past transferred amounts directly to the non-debtor affiliate in
South Korea to finance operations.  No transfers have occurred for
some time, and no claims are outstanding from the South Korea
affiliate.

The bank accounts and the cash management system are well-suited
to the Debtors' business needs and operations, John Walshe Murray,
Esq., at Dorsey & Whitney LLP, in Palo Alto, California.  Indeed,
Mr. Murray asserts it is vital to the Company's operations that
its customers continue to remit payments to the appropriate
deposit accounts without disruption caused by the closing of these
accounts.  To require the Debtors to close the Bank Accounts and
reestablish new accounts would require considerable time and
expense to the Debtors' estates, particularly considering that its
customers have been directed to deposit remittances in the Lender
Restricted Bank Accounts and the Mellon Account, he tells the
Court.  Similarly, continued use of the Master and Oregon
Operating Accounts and the Wells Fargo LC Bank Account, including
the Credit Card Program, are vital to the Debtors' operations, he
adds. Permitting the Debtors to continue using their existing Bank
Accounts is essential to a smooth and orderly transition of the
Debtors into chapter 11 and to avoid disruption of their business
and operations, he asserted.

The Debtors are represented by:

         John Walshe Murray, Esq.
         Stephen T. O'Neill, Esq.
         Robert A. Franklin, Esq.
         Thomas T. Hwang, Esq.
         DORSEY & WHITNEY LLP
         305 Lytton Avenue
         Palo Alto, CA 94301
         Tel: (650) 857-1717
         Fax: (650) 857-1288
         E-mails: murray.john@dorsey.com
                  oneill.stephen@dorsey.com
                  franklin.robert@dorsey.com
                  hwang.thomas@dorsey.com

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.


CORMEDIX INC: Receives NYSE MKT Listing Deficiency Notice
---------------------------------------------------------
CorMedix Inc. on May 23 announced the receipt of a notice
indicating that CorMedix did not meet certain of the NYSE MKT
LLC's continued listing standards as set forth in the NYSE MKT
Company Guide.

On May 19, 2014, CorMedix received a notice from the NYSE MKT
that, based on CorMedix's Form 10-Q for the quarter ended
March 31, 2014, filed on May 15, 2014 with the Securities and
Exchange Commission, CorMedix does not meet continued listing
standards of the NYSE MKT as set forth in Part 10 of the Company
Guide.  Specifically, CorMedix is not in compliance with Section
1003(a)(i) and Section 1003(a)(ii) of the Company Guide because it
reported stockholders' equity of less than $2 million and $4
million, respectively, as of March 31, 2014 and had net losses in
its four most recent fiscal years ended December 31, 2013.  As a
result, CorMedix has become subject to the procedures and
requirements of Section 1009 of the Company Guide.  CorMedix must
submit a plan of compliance to address how it intends to regain
compliance with Sections 1003(a)(i) and 1003(a)(ii) of the Company
Guide by December 19, 2014 (the "Plan Period"), to be submitted to
the NYSE MKT no later than June 18, 2014.  If that plan is
accepted by NYSE MKT, CorMedix may be able to continue its listing
during the Plan Period, during which time CorMedix will be subject
to periodic review to determine whether it is making progress
consistent with the plan.

If CorMedix is not in compliance with all of the NYSE MKT's
continued listing standards within the Plan Period, or does not
make progress consistent with the plan to be submitted to the NYSE
MKT during the Plan Period, the NYSE MKT will initiate delisting
proceedings.

The reason for the deficiency in stockholders' equity is due to a
derivative liability of $12,361,323 reported in the CorMedix Form
10-Q for the quarter ended March 31, 2014.  CorMedix anticipates
that addressing this derivative liability will be part of the plan
it intends to submit to the NYSE MKT.

                          About CorMedix

CorMedix Inc. -- http://www.cormedix.com-- is a commercial-stage
pharmaceutical company that seeks to in-license, develop and
commercialize therapeutic products for the prevention and
treatment of cardiac, renal and infectious diseases.  CorMedix's
first commercial product  is Neutrolin(R), a catheter lock
solution for the prevention of catheter related bloodstream
infections and maintenance of catheter patency in tunneled,
cuffed, central venous catheters used for vascular access in
hemodialysis patients.


DETROIT, MI: Plan Confirmation Status Conference on Wednesday
-------------------------------------------------------------
In the Chapter 9 case of the City of Detroit, Bankruptcy Judge
Steven Rhodes on Friday ruled that "[t]o facilitate and expedite
the Court's consideration of the City's plan of adjustment, it is
hereby ordered that by May 27, 2014, the City and each objecting
creditor shall file a paper identifying any issues of law relating
to confirmation that the party believes can be determined without
the necessity of proof at the confirmation hearing.  The Court
will review the parties' suggestions of legal issues at the status
conference on May 28, 2014."

In a separate ruling also issued on Friday, Judge Rhodes held
that, "At the adjourned status conference scheduled for May 28,
2014, the City and each objecting creditor shall present to the
Court a summary of the evidence as it relates to each of the
requirements for plan confirmation on which it takes a position.
These presentations shall be neither opening statements nor
closing arguments and shall not argue or address any issues of
law. The presentations should, however, be sufficiently detailed
to enable the Court to evaluate the relevance, necessity and value
of each witness's testimony."

On May 5, Judge Rhodes entered an order approving the Fourth
Amended Disclosure Statement with respect to the Fourth Amended
Plan for the Adjustment of Debts of the city of Detroit.

The Court set July 24 at 9:00 a..m Eastern Time, as the hearing to
consider confirmation of the Plan.  The confirmation hearing may
be continued from time to time, without further notice.

Plan confirmation objections were due May 12, except with respect
to objections that may be filed by the holders of Pension Claims,
holders of OPEB Claims and individual bondholders.  Those parties
have until July 11 to file plan objections.  Supplemental
objections to the Plan by all claimants arising as a result of
discovery or the result of Plan voting are due July 18.

Plan votes are also due July 11.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


EVENT RENTALS: Apollo Funds Closes Purchase of All Assets
---------------------------------------------------------
Classic Party Rentals on May 23 announced the completion of the
acquisition of substantially all of the business of Event Rentals,
Inc. and its subsidiaries, d/b/a Classic Party Rentals, by funds
managed by subsidiaries of Apollo Global Management, LLC APO
+0.41%  (together with its managed funds, "Apollo").

Classic's sale marks the completion of its financial restructuring
process through chapter 11, after the sale transaction and
financial reorganization was approved by the United States
Bankruptcy Court for the District of Delaware on April 29, 2014.
As a result of this acquisition, Classic's liquidity position is
significantly enhanced and its debt reduced by over $100 million.

"[Fri]day marks the beginning of a new chapter for Classic Party
Rentals," stated Jeff Black, Classic Party Rental's President and
Chief Executive Officer.  "With this transaction completed, we
have successfully emerged with a strengthened and streamlined
capital structure, significantly less debt, and the financial
flexibility to continue investing in the business, our people and
our clients.  We are delighted to have such a strong partner as
Apollo supporting our team as we execute our strategic vision for
the business."

Mr. Black continued, "Classic has been, and will continue to be
the event services provider of choice across the U.S. for marquee
events, iconic brands, global clients, and influential caterers
and event planners.  Our team has focused on ensuring we have new,
refreshed inventory across all of our locations, and more is on
the way ahead of the fall and holiday events seasons.  We are
excited about continuing to support our clients' special
occasions, and we are now much more strongly positioned to serve
our clients with new and unique offerings to help them create
memorable life moments."

Jason Scheir of Apollo, said, "With the recapitalization of
Classic Party Rentals completed, we look forward to working with
the Company's management team as they capitalize on the attractive
growth opportunities in the event rental and services industry.
Classic is uniquely positioned as the leader in their industry,
and we believe the Company has a bright future ahead."

The Company will continue operating under the name Classic Party
Rentals, as well as other trade names under which it has
historically operated in its various markets, and will remain
headquartered in Inglewood, California.

Classic is advised in this transaction by Jefferies LLC, FTI
Consulting, and White & Case LLP.

                       About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H.
Strock, Esq., at Fox Rothschild LLP as local counsel; John K.
Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP
as bankruptcy counsel; Jefferies LLC as financial advisor; and
Kurtzman Carson Consultants LLC as claims and noticing agent.

The Debtors sought bankruptcy protection as they seek a new owner
to take over the business.

Existing lenders led by Ableco Finance LLC, as administrative
agent, have agreed to finance the bankruptcy with a DIP financing
facility of up to $20 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors for the Debtors' Chapter 11 cases.

The Debtors disclosed that funds managed by Apollo Global
Management, LLC submitted the winning offer to acquire
substantially all of the Debtors' business at the April 21, 2014
auction.


FAIRMONT GENERAL: Auction Scheduled for June 17
-----------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court in Northern
District of West Virginia, Clarksburg Division, approved the
bidding procedures governing the sale of Fairmont General
Hospital, Inc., et al.'s assets and scheduled an auction for
June 17, 2014, at 10:00 a.m. (prevailing Eastern time).

The deadline for submitting bids is June 12, 2014 at noon
(prevailing Eastern Time).  The Debtors have entered into an asset
purchase agreement with Alecto Physicians, Inc., which will serve
as stalking horse bidder.  Under the APA, the Buyer will purchase
the assets and assume certain liabilities for a purchase price of
$15 million in cash at the closing, plus an additional purchase
price of $300,000 payable in one year after the closing pursuant
to a promissory note.

In the event that an overbidder, and not Alecto, is the successful
bidder for the purchase of the Assets or Seller voluntarily elects
not to proceed with a sale of its Assets, the Debtors propose to
pay Alecto's fees and expense associated with the sale of the
Assets in an amount that is the lesser of (a) 2.5% of the Purchase
Price and (b) $500,000.

Judge Flatley directed that prior to the Auction, all bidders are
strongly encouraged to address and seek to resolve any issues
concerning assumption and assignment of Fairmont General's
collective bargaining agreement with (1) District 1199 WV/KY/OH
Service Employees Int'l Union by contacting its counsel:

         David Michael Fusco, Esq.
         SCHWARZWALD MCNAIR & FUSCO LLP
         616 Penton Media Bldg.
         1300 East Ninth Street
         Cleveland, OH 44115
         Email: dfusco@smcnlaw.com

and (2) Local Union 550 of the Retail, Wholesale, and Department
Store Union Council of the United Food and Commercial Workers
Union, at 30 East Twenty-Ninth Street, in New York.

The Court will conduct the Sale Hearing on June 23, 2014 at 10:00
a.m. (prevailing Eastern Time).  Objections, if any, to the
approval of the Debtors' assumption and assignment of the Assigned
Contracts and/or the sale of the Debtors' Assets, including
objections to the Auction or the selection of the Successful Bid
must be filed by June 19, with a copy of the Objection served
upon:

   (1) counsel for the Debtors:

       Rayford K. Adams III, Esq.
       Spilman Thomas & Battle PLLC
       110 Oakwood Drive, Suite 500
       Winston-Salem, NC 27103
       Email: tadams@spilmanlaw.com

          -- and --

       Michael S. Garrison, Esq.
       SPILMAN THOMAS & BATTLE PLLC
       48 Donley Street, Suite 800
       P.O. Box 615
       Morgantown, WV 26507
       Email: mgarrison@spilmanlaw.com

   (2) counsel to the Official Committee of Unsecured Creditors:

       Andrew H. Sherman, Esq.
       Boris I. Mankovetskiy, Esq.
       SILLS CUMMIS & GROSS P.C.
       One Riverfront Plaza
       Newark, New Jersey 07102
       Email: asherman@sillscummis.com
              bmankovetskiy@sillscummis.com

   (3) counsel for Fundamental Advisors, L.P.:

       Matthew S. Barr, Esq.
       Brian Kinney, Esq.
       MILBANK, TWEED, HADLEY & MCCLOY LLP
       1 Chase Manhattan Plaza
       New York, NY 10005
       Email: mbarr@milbank.com
              bkinney@milbank.com

          -- and --

       William F. Dobbs, Jr., Esq.
       William C. Ballard, Esq.
       JACKSON KELLY PLLC
       500 Lee Street, East, Suite 1600
       Post Office Box 553
       Charleston, WV 25322
       Email: wdobbs@jacksonkelly.com
              wcballard@jacksonkelly.com

   (4) counsel for the Indenture Trustee

       Nathan F. Coco, Esq.
       MCDERMOTT WILL & EMERY LLP
       227 West Monroe Street
       Suite 4700
       Chicago, IL 60606
       Email: ncoco@mwe.com

          -- and --

       Darren Azman, Esq.
       MCDERMOTT WILL & EMERY LLP
       340 Madison Ave.
       New York, NY 10173
       Email: dazman@mwe.com

          -- and --

       Steven Ryan White, Esq.
       WHITE LAW OFFICES, PLLC
       332 6th Ave., P.O. Box 18387
       South Charleston, WV 25303
       Email: rwhite@whitepllc.com

            About Fairmont General Hospital Inc.

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  The fourth-largest
employer in Marion County, West Virginia, filed for bankruptcy as
it looks to partner with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig has hired
her own firm as medical operations advisor; and Greenberg Traurig,
LLP, as her counsel.

The Debtors are engaged in the process of locating a buyer or
strategic partner for the hospital, through the Debtors'
investment bankers.  The Debtors believe that by the end of
March 2014 that process will be complete and a plan can be filed.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FAIRMONT GENERAL: Has Until June 30 to Propose Chapter 11 Plan
--------------------------------------------------------------
Bankruptcy Judge Patrick M. Flatley extended Fairmont General
Hospital, Inc.'s exclusive periods to file a chapter 11 plan until
June 30, 2014, and solicit acceptances for the plan until Aug. 29.

The Debtors, the Official Committee of Unsecured Creditors, UMB
Bank, N.A., as indenture trustee, and the U.S. Trustee entered
into a consent order in relation to the exclusivity extension.

The Debtor is represented by:

     Rayford K. Adams III, Esq.
     Casey H. Howard, Esq.
     SPILMAN THOMAS & BATTLE, PLLC
     110 Oakwood Drive, Suite 500
     Winston-Salem, NC 27103
     Tel: (336) 725-4710
     Fax: (336)725-4476
     E-mail: tadams@spilmanlaw.com
             choward@spilmanlaw.com

          - and -

     Michael S. Garrison, Esq.
     SPILMAN THOMAS & BATTLE, PLLC
     48 Donley Street, Suite 800 (Zip: 26501)
     P.O. Box 615
     Morgantown, WV 26507-0615
     Tel: (304) 291-7920
     Fax: (304) 291-7979
     E-mail: mgarrison@spilmanlaw.com

          - and -

     David R. Croft, Esq.
     SPILMAN THOMAS & BATTLE, PLLC
     1233 Main Street, Suite 4000
     P.O. Box 831
     Wheeling, WV 26003
     Tel: (304) 230-6950
     Fax: (304) 230-6951
     E-mail: dcroft@spilmanlaw.com

UMB Bank is represented by:

     Nathan F. Coco, Esq.
     MCDERMOTT WILL & EMERY LLP
     227 West Monroe Street
     Chicago, IL 60606-5096
     Tel: (312) 984-3658
     Fax: (312) 984-7700
     E-mail: ncoco@mwe.com

The Committee is represented by:

     Andrew Sherman, Esq.
     SILLS CUMMIS & GROSS P.C.
     One Riverfront Plaza
     Newark, NJ 07102
     Tel: (973) 643-6982
     Fax: (973) 643-6500
     Email: asherman@sillscummis.com

The U.S. Trustee is represented by:

     Douglas A. Kilmer, Esq.
     Office of the United States Trustee - West Virginia District
     300 Virginia Street East, Room 2025
     Charleston, WV 25301
     Tele: (304) 347-3400
     E-mail: douglas.a.kilmer@usdoj.gov

            About Fairmont General Hospital Inc.

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  The fourth-largest
employer in Marion County, West Virginia, filed for bankruptcy as
it looks to partner with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig has hired
her own firm as medical operations advisor; and Greenberg Traurig,
LLP, as her counsel.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FAIRMONT GENERAL: Labor Agreement Ruled as Valid
------------------------------------------------
Bankruptcy Judge Patrick M. Flatley entered an order granting, in
part, and denying, in part, Fairmont General Hospital, Inc.'s
motion for authority to enter into the modified labor agreement
with District 1199 West Virginia/Kentucky/Ohio, Services Employees
International Union.

The Court said that the Nov. 1, 2013, collective bargaining
agreement executed by the Debtor and District is declared to be a
transaction executed in the ordinary course of business and is
valid and effective as executed.

All other respects of the motion are denied as moot.

On May 19, 2014, the Debtor and District requested for a
declaration from the Court that their Nov. 1, 2013 Collective
Bargaining Agreement was executed in the ordinary course of the
Debtor's business.

UMB Bank, N.A., as successor indenture trustee with respect to
certain hospital revenue bonds, objected on the basis that the CBA
requires Court approval because the Debtor is in the Chapter 11
and seeks to sell substantially all its assets.  The indenture
Trustee asserted that Court approval of the CBA must be denied on
the grounds that the existence of the CBA may result in a lower
sales price for the debtor's business as potential purchasers may
not desire to purchase a business with a unionized workforce.

In separate filing, the Debtor filed a brief in support of its
motion for authority to enter into modified labor agreement with
District.  Specifically, the brief support the position that the
Debtor's negotiation and entry into the new collective bargaining
agreement with District 1199 was a transaction in the ordinary
course of business, not requiring court approval.

In support of that position, the Debtor stated that, among other
things:

   A. the Debtor has the authority to enter into the CBA without
obtaining the Court's approval; and

   B. the Debtor's new CBA with District 1199 satisfies the
vertical and horizontal tests as a contract entered into in the
ordinary course of business.

District 1199 meanwhile filed a post-hearing brief on the issue of
whether the Nov. 1, 2013, to Oct. 31, 2016 (the New CBA) was
entered into by the Debtor in the ordinary course of business.
District 1199 said there is sufficient evidence on the record to
support the determination that the New CBA was entered into in the
ordinary course.

On May 2, District 1199 responded to the objection of UMB Bank,
N.A., stating that there is no justification to further delay the
matter until after the conclusion of the anticipated auction
process.  The employees represented by District 1199 are keeping
their end of the bargain by continuing to provide loyal service
under a concessionary postpetition contract to assist in the
reorganization process while, at the same time, are being denied a
fully-enforceable collective bargaining agreement

UMB Bank, in its objection, stated that the Debtors' decision to
seek assumption of the modified CBA prior to the auction is ill
conceived and may chill the sale process.

            About Fairmont General Hospital Inc.

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  The fourth-largest
employer in Marion County, West Virginia, filed for bankruptcy as
it looks to partner with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig has hired
her own firm as medical operations advisor; and Greenberg Traurig,
LLP, as her counsel.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FISKER AUTOMOTIVE: To Seeks Approval of Plan Outline on June 9
--------------------------------------------------------------
Fisker Automotive Inc., a liquidated maker of luxury hybrid cars,
asked U.S. Bankruptcy Judge Kevin Gross to approve the disclosure
statement explaining its Second Amended Joint Plan of Liquidation.

Peter Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, said the disclosure statement contains
"adequate information" as required by Section 1125 of the
Bankruptcy Code.

Section 1125 requires that a disclosure statement contain
sufficient information to permit voting creditors to make an
informed decision on a bankruptcy plan.

Fisker Automotive also asked the bankruptcy judge to approve its
proposed procedures for soliciting votes and for voting on the
liquidating plan.  The company proposes a June 26 deadline for
voting on the plan.

Judge Gross will hold a hearing on June 9 to consider approval of
the disclosure statement and another hearing on July 10 to
consider confirmation of the plan.  Objections to the plan are due
by June 2.

Fisker Automotive initially filed its liquidating plan on Nov. 24,
2013, which called for the sale of its assets at an auction.
Wanxiang America Corp., which emerged as the winning bidder at an
auction held on Feb. 14, offered to buy the assets for $149.2
million, which includes $126.2 million of cash and $8 million of
assumed liabilities.

On April 30, the company filed its Second Amended Joint Plan of
Liquidation, which incorporates the agreement it made with Hybrid
Tech Holdings LLC and the unsecured creditors' committee to settle
their dispute over the allocation of proceeds from the sale of the
assets.

                         Hybrid Settlement

The settlement calls for the formation of a liquidating trust for
the benefit of general unsecured creditors.   The terms of the
settlement include: (i) the contribution of $20 million and 100%
of the "equity consideration" to the trust for the benefit of the
general unsecured creditors; (ii) Hybrid's commitment to fund,
from its recovery, any administrative and priority claims to the
extent they exceed the $8 million that Wanxiang paid to satisfy
such claims as part of the sale, provided that if administrative
and priority claims are less than $8 million, Hybrid's recovery
will be increased by the difference; and (iii) mutual releases
among the parties.

Under the Second Amended Joint Plan of Liquidation, unsecured
creditors of Fisker Automotive could recover as much as
26.7 percent on their claims.  Meanwhile, creditors of Fisker
Automotive Holdings, Inc. won't receive distribution under the
plan.

Holders of warranty claims could also recover as much as
26.7 percent on their claims under the liquidating plan.

A full-text copy of the disclosure statement for the Second
Amended Joint Plan of Liquidation can be accessed for free at
http://is.gd/enb7rj

                     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.


FOX FIELD: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Fox Field, LLC
        Fox Field, LLC
        557 Forbes Street
        Riverside, RI 02915

Case No.: 14-11225

Chapter 11 Petition Date: May 23, 2014

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Keven A. McKenna, Esq.
                  KEVEN A. MCKENNA, ATTORNEY AT LAW
                  23 Acorn Street
                  Providence, RI 02903
                  Tel: (401) 273-8200
                  Fax: 521-5820
                  Email: kevenm@kevenmckennapc.com

Total Assets: $6 million

Total Liabilities: $2.76 million

The petition was signed by Kendra Harriger, registered agent.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/rib14-11225.pdf


FRED J. WHITE: El Montevideo Lots to be Auctioned on July 3
-----------------------------------------------------------
Trustee will sell the collateral of Fred J. White, D.D.S., P.C.,
as original trustor, in a 1998 Construction Deed of Trustee
at public auction to the highest bidder on July 3, 2014 at 11:30
a.m.  The sale will be held at the east entrance to the Courts
Building, 110 West Congress, Tucson, Arizona 85701.

The collateral comprises of Lot 6 Except the East 30 Feet thereof,
and the East 40 feet of Lot 7, Block 8, of El Montevideo Estates.
The assets are located at 3822 E. 5th Street Tucson, AZ 85716-
5145.

The sale proceeds will be in satisfaction of the interests of
beneficiary Wells Fargo Bank, National Association, successor to
Wachovia Commercial Mortgage, Inc., formerly known as The Money
Store Commercial Mortgage, Inc.  The original principal balance
was $256,000.

The Trustee under the Construction Trust is:

          Adam B. Nach, Esq.
          Lane & Nach, P.C.
          2001 East Campbell Avenue, Suite 103
          Phoenix, AZ 85016


FREE LANCE-STAR: Wants Plan Filing Exclusivity Until Aug. 6
-----------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg and its
debtor-affiliates ask the Hon. Kevin R. Huennekens of the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend
the periods within which the Debtor can exclusively file a plan
until Aug. 6, 2014, and solicit acceptances of that plan until
Oct. 6, 2014.

Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC, the attorney for
the Debtors, says in a filing dated May 20, 2014, that the
extensions requested won't prejudice the legitimate interests of
any party in interest in these cases and will further the Debtors'
efforts to preserve, maximize, and create value for the creditors
and increase the likelihood of an orderly conclusion of these
bankruptcy cases.  The Official Committee of Unsecured Creditors
supports the extension.

According to Ms. Tavenner, the extension of the Exclusive Periods
is warranted because, among other things the Debtors and their
professionals, after constant consultation with the Committee and
direction from the Court, have pursued a sale process approved by
this Court that is in the best interests of the Debtors, their
creditors, their estates and other parties in interest.  The
Debtors, with the consent of its major constituents, pursued a
sale outside of a plan of reorganization because, among other
reasons, absent a sale, the value of the Debtors' assets was
reasonably likely to be harmed.  The Debtors have consulted with
the Committee regarding substantially all administrative issues.
The Debtors are hopeful that with the extended Exclusive Period
they will have better clarity with regard to extent of valid
claims, amounts available for the payment of said claims, and the
extent, validity and priority of certain asserted liens.

On May 14, 2014, senior secured lender DSP Acquisition, LLC, filed
an objection to the Debtors' sale of of tower assets and certain
of the Debtors' assets, saying, ?Because the extent of DSP's liens
has not been determined by a final, non-appealable order, the
Debtors cannot satisfy their burden under section 363(f)(3) of the
Bankruptcy Code that 'the price at which such property is to be
sold is greater than the aggregate value of all liens on such
property.'  The Debtors make a conclusory assumption that
'[b]ecause the amount of consideration that is expected to be paid
by the prevailing bidder for the Assets represents an amount equal
to or greater than the aggregate value of any liens, section
363(f)(3) is satisfied.'  The Debtors do not purport to explain
how any prevailing bidder's offer is equal to or greater than the
value of DSP's liens or how such valuation was determined with the
auction yet to be conducted, especially in light of the fact that
DSP's liens have not been determined by a final order.?

The face value of DSP's liens is in excess of $38 million, and
unless any prevailing bidder's bid on the encumbered assets
exceeds that amount, the Debtors, at minimum, cannot sell the
encumbered assets free and clear of DSP's liens.

DSP intends to appeal the credit bid decision and the lien
decision at the appropriate time and seek revision pursuant to
Rule 54(b) of the Federal Rules of Civil Procedure, made
applicable in contested matters and adversary proceedings pursuant
to Rules 7054 and 9014 of the Federal Rules of Bankruptcy
Procedure.

                About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.

Judge A. Robbins, U.S. Trustee for Region 4, appointed three
members to the official committee of unsecured creditors.


FREE LANCE-STAR: May Continue Using Cash Collateral Until June 20
-----------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg and its
debtor-affiliates obtained a fourth interim order from the Hon.
Kevin R. Huennekens U.S. Bankruptcy Court for the Eastern District
of Virginia, which allows them to continue using cash collateral
until June 20, 2014.

The final hearing previously scheduled for May 22, 2014, is
continued until June 19, 2014, at 11:00 a.m.

The Debtors require cash on hand and cash flow from their
operations to fund their working capital needs and therefore there
is a risk that the going concern value of the Debtors' businesses
will decline if they cannot access cash on hand and cash flow from
their operations.

DSP Acquisition, LLC, as the holder of the prepetition debt, is
granted, to the extent of the diminution in value of the Cash
Collateral from the Debtors' use of Cash Collateral, additional
and valid, perfected and enforceable continuing replacement
security interests and liens in the collateral type similar to the
collateral to the extent that DSP held a valid and perfected lien
prior to the Petition Date.  DSP will receive, as additional
adequate protection, a payment in the form of a wire transfer as
directed by DSP on the first day of each month in the amount of
$70,000.

                About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.

Judge A. Robbins, U.S. Trustee for Region 4, appointed three
members to the official committee of unsecured creditors.


FREEDOM INDUSTRIES: Has Until July 3 to Assume Unexpired Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia extended until July 3, 2014, Freedom Industries, Inc.'s
time assume unexpired leases of nonresidential real property.

The Debtor leases the Nitro Facility pursuant to a real property
lease between the Debtor and Par Industrial Corporation, the
lessor.  The agreement does not contemplate assumption of the
lease.  Instead, Lexycon, LLC, which is buying the Facility,
expects to negotiate a new lease with the lessor.

In an abundance of caution, the Debtor requested for the extension
because (i) the Court has not yet entered an order approving the
Poca Sale Motion; (ii) the buyer has not yet closed on the
purchase of the Poca Blending Business and likely will not do so
before the assumption deadline; and (iii) additional parties may
bid on the purchased assets pursuant to a bid that may require
assumption of the lease and assignment to the prospective
purchaser.

                      About Freedom Industries

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

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

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

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

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

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

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


FREEDOM INDUSTRIES: Court Approves Sale of Poca Blending Biz
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Freedom Industries, Inc., to
sell assets associated with the Poca Blending Business to Lexycon,
LLC pursuant to the asset purchase agreement dated May 5, 2014.

Lexycon will purchase the Nitro Facility also known as Poca
Blending that operated four emulsion lines, as well as two FCA
Blenders, and one specialty chemical reactor for $575,000.

David Carson, the sole owner of Dcar, LLC, on behalf of Lexycon as
its chairman of the board of members, filed a memorandum in
support of the sale motion.  Mr. Carson stated the sale
represented an economic swing to the bankruptcy estate of almost
$1.0 million -- from decommissioning expenditures on a net basis
of approximately $400,000 to an asset sale of $575,000.

In a separate filing, the Official Committee of Unsecured
Creditors asked that Court require the Debtor to escrow all
proceeds from the sale of the Poca Assets and that those sale
proceeds be held by the Debtor and only paid out in accordance
with a confirmed plan of reorganization that has the support of
the Committee and the general unsecured creditors.

                      About Freedom Industries

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

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

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

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

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

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

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


FREEDOM INDUSTRIES: Wants Until July 3 to Propose Liquidation Plan
------------------------------------------------------------------
Freedom Industries, Inc., asks the Bankruptcy Court to extend its
exclusive periods to file a plan of liquidation and explanatory
disclosure statement until July 3, 2014, and solicit acceptances
for that plan until Aug. 30.

The Debtor explained that Mark Welch of MorrisAnderson &
Associates, Ltd. as chief restructuring office, made substantial
progress towards submitting a confirmable plan of liquidation, has
done so in a responsible manner designed to ensure that the Debtor
complies with its environmental remediation obligations, and has
worked diligently to resolve the Debtor's bankruptcy case such
that creditors receive maximum value.

                      About Freedom Industries

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

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

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

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

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

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

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


FREEDOM INDUSTRIES: Court Defers Ruling on Rust Omni Employment
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia, according to Freedom Industries, Inc.'s case docket,
deferred ruling on the Debtor's application to employ Rust Omni as
claims and notice agent.  The Court directed the parties to work
on the claim form.

The Debtor, in its motion, stated that it has thousands of
potential creditors and public reports have estimated that
approximately 100,000 homes and businesses may have been affected
by the incident dated Jan. 9, 2014, involving one of the Debtor's
storage tanks located at its Charleston facility.

Rust Omni is expected to assist the Debtor to prepare and serve
required notices including, among others: (i) notices of
objections to claims and objections to transfers of claims; (ii)
notices of hearings on motions filed by the Office of the U.S.
Trustee; and (iii) notices of transfers of claims.

Rust Omni has agreed to discount its standard hourly rates by 20
percent such that rates for those individuals expected to work on
the Debtor's case range from $20 to $140.  Rust Omni has also
agreed to waive its charge for data storage, the setup of an
informational website, and maintenance of the claims register.

The Debtor proposes that the cost of Rust Omni's services be paid
from the Debtor's estate.

To the best of the Debtor's knowledge, Rust Omni neither holds nor
represents an interest materially adverse to the Debtor's estate.

                      About Freedom Industries

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

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

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

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

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

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

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


GENCO SHIPPING: Equity Panel Wants Plan Outline Hearing Adjourned
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of Genco Shipping & Trading Limited, et al., requested
that the Bankruptcy Court enter an order adjourning the combined
hearing to approve the disclosure statement and confirm the
Prepackaged Chapter 11 Plan of Reorganization.

According to the Debtors' case docket, the Court has held a
hearing on the motion for adjournment of the combined hearing.

As reported in the Troubled Company Reporter on April 30, 2014,
the Court is slated to convene a hearing on June 3, 2014, at 11:00
a.m. (prevailing New York time) to consider, among other things,
approval of the solicitation procedures, the adequacy of the
disclosure statement, and confirmation of Genco et al.'s
Prepackaged Plan.

Any objections to the Solicitation Procedures, Disclosure
Statement or confirmation of the Prepack Plan must be filed with
the Court and served so as to be actually received by May 22, at
4:00 p.m. (prevailing New York time), unless otherwise agreed to
by the Company in its sole discretion.  The Company's Reply
Deadline is set for May 30.

The deadline by which (i) holders of General Unsecured Claims in
excess of $50,000 that are either (a) not listed on the Debtors'
schedules of assets and liabilities, (b) listed as disputed,
contingent, or unliquidated on the Debtors' schedules of assets
and liabilities, or (c) listed in amounts that the holders of
those General Unsecured Claims believe are inaccurate on the
Debtors' schedules of assets and liabilities, in each case other
than claims paid by the Debtors pursuant to an order of the Court,
and (ii) holders of claims (x) arising from the rescission of a
purchase or sale of a security of the debtor, (y) for damages
arising from the purchase or sale of such a security, or (z) for
reimbursement or contribution allowed under Bankruptcy Code
Section 502 on account of such a claim, must file proofs of claim
against the Debtors is May 22.  The deadline by which governmental
units holding Applicable Claims must file proofs of claim is
October 20.

As reported by The Troubled Company Reporter, before filing for
bankruptcy, Genco Shipping negotiated a prepackaged plan with its
secured lenders and major unsecured creditor constituency and
completed the solicitation of votes on the plan in order to
complete its reorganization on an expedited timeframe.  The Plan,
which will eliminate $1.2 billion in debt, is premised upon a
negotiated settlement with the Company's secured lenders and major
unsecured creditor constituency, that will substantially
deleverage the Company's financial obligations, and provide the
Company with new liquidity through a fully backstopped $100
million rights offering.

Parties to the restructuring support agreement ("RSA") are certain
of the lenders under the Debtor's $1.1 billion secured credit
facility entered into in 2007, its $253 million secured credit
facility, and its $100 million secured credit facility, as well as
certain holders of the Company's 5.00% Convertible Senior Notes
due Aug. 15, 2015.

The Court authorized the Debtor to assume the RSA on April 25 and
overruled the objections filed by Och-Ziff Capital Management and
the Ad Hoc Consortium of Equity Holders, joined by entities
managed by Aurelius Capital Management, LP.

                   About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders.  The Equity Committee members are (1) Aurelius
Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic
Partners, LP.  It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.

Genco has filed a motion to disband the Equity Committee,
complaining that it is unnecessary and wasteful of the estates'
resources.


GULFPORT ENERGY: Moody's Hikes Corp. Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service upgraded Gulfport Energy Corporation's
Corporate Family Rating (CFR) to B2 from B3, Probability of
Default Rating (PDR) to B2-PD from B3-PD and revised its rating
outlook to stable from positive. At the same time, Moody's
affirmed Gulfport's B3 senior unsecured note rating and SGL-2
Speculative Grade Liquidity Rating.

"The upgrade reflects a step change in Gulfport's production and
cash flows in 2014, and Moody's expectation of continued growth
through 2015, albeit at a slower pace than previously
anticipated," commented Sajjad Alam, Moody's Analyst. "The outlook
is stable because delays in the development of midstream gathering
and processing infrastructure or weaker than expected production
performance could slow down Gulfport's progression to a higher
rating category."

Issuer: Gulfport Energy Corporation

Upgrades:

Corporate Family Rating, Upgraded to B2 from B3

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Affirmations:

Senior Unsecured Rating, Affirmed B3 (LGD5,73%)

Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

Changed to Stable From Positive

Ratings Rationale

The B2 CFR reflects Gulfport's significant development and
execution risks surrounding its aggressive drilling program at the
emerging Utica Shale play, high capital requirements and negative
free cash flow through 2015, very short reserve life in relation
to proved developed (PD) reserves, and increasing natural gas
exposure. The B2 rating is supported by Gulfport's substantial
acreage position (179,000 net acres) in some of the most
productive areas of the Utica Shale, strong production and
reserves growth potential, low current leverage and significant
alternative liquidity.

The senior unsecured notes rating remains at B3 because of the
significant growth in priority claim secured revolver, which
offsets the improved credit profile of Gulfport captured in the B2
CFR. Gulfport's revolver borrowing base was upsized to $275
million in April 2014 from $150 million.

Gulfport's first quarter 2014 average daily production of 27,100
barrels of oil equivalent (boe) reflected a 240% jump over its
2013 average volume of 11,300 boe /day. Almost all of this growth
came from its Utica Shale operations. The company now expects
production to average between 37,000 - 42,000 boe/day in 2014. The
higher production and corresponding cash flow growth were key
drivers for the rating upgrade.

While results from Gulfport's first 50+ wells have been generally
good, the lack of sufficiently long and geographically spaced
production data and the variability in results make it difficult
to predict how future wells will behave over an extended period.
Since Utica is one of the least developed among major shale plays,
it poses greater uncertainty around ultimate recovery, returns and
sustainability.

The company continues to face midstream challenges that have
restrained its ability to accelerate production as fast as it had
originally planned. The potential construction delays of the Cadiz
II processing facility and gathering systems have weighed on
Gulfport's drilling program. A more focused well pressure
management strategy in the wet gas window and the decision to
build an inventory of drilled wells and then complete them
sequentially, will also shift some of Gulfport's production to
2015 that was originally forecasted for 2014. Although the company
believes that a methodical development strategy will enhance
recovery, reduce costs and yield long-term benefits, over the near
term, production and reserves growth will materialize at a slower
than previously anticipated rate.

The SGL-2 rating is based on Moody's expectation that Gulfport
will have good liquidity through mid-2015, despite generating
large negative free cash flow in 2014. The company had $170
million in cash and an undrawn $275 revolving credit facility at
March 31, 2014. Moody's expect the borrowing base to grow
substantially over time as a large number of new wells are brought
to production. Gulfport also has substantial alternative liquidity
to address funding shortfalls. The company owns 3.4 million
Diamondback shares that has a current market value of about $260
million, and a 24.9% J-V interest in the Grizzly oil sands
development in Canada and various other small investments in the
US and Thailand that had a combined book value of $272 million at
March 31, 2014, and a market value significantly above that.

The stable outlook reflects Gulfport's low leverage, production
growth visibility and good alternative liquidity. Ongoing
successful execution of the Utica drilling program leading to
significantly higher production and reserves will be the primary
catalyst for a rating upgrade. If production can be sustained
above 50,000 boe/d alongside a retained cash flow to debt ratio in
excess of 35% and a debt to PD reserves ratio approaching or below
$10 per boe, the ratings could be upgraded. A ratings downgrade is
possible if the company acquires significant non-producing
properties using debt or vastly outspends cash flow leading to a
debt to retained cash flow ratio below 30%. Weak liquidity could
also trigger a downgrade.

Based in Oklahoma City, Oklahoma, Gulfport Energy Corporation is
an independent E&P company with principal producing properties
located in the Louisiana Gulf Coast and the Utica Shale in Eastern
Ohio.


HEALOGICS INC: S&P Puts 'B' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Jacksonville, Fla.-based Healogics Inc. on CreditWatch
with negative implications, following Clayton, Dubilier & Rice's
(CD&R) announcement that funds managed by CD&R have agreed to
acquire  Healogics Holding Corp. (indirect parent of Healogics
Inc.) for $910 million.  S&P expects the transaction to be largely
financed with debt.

S&P's issue-level ratings on Healogics' existing debt are
unchanged.  S&P expects this debt to be redeemed as part of the
transaction, at which time S&P will withdraw these ratings.

"The CreditWatch listing reflects our expectation of heightened
financial risk as a result of Healogics' acquisition by CD&R.  We
believe Healogics' leverage is likely to rise substantially and
pro forma adjusted leverage could exceed 8x," said credit analyst
Gail Hessol.  "At the same time, operating trends have weakened
and we expect only modest EBITDA growth in the near term."

S&P expects to resolve its CreditWatch listing when Healogics'
financing plans are finalized.  S&P will assess the company's
prospects for EBITDA expansion, the financial policies of its new
owners, and consequent potential for deleveraging.  It is highly
unlikely S&P would lower the corporate credit rating more than one
notch.


HELIA TEC: CenterPoint Energy Supports Bid to Convert Case
----------------------------------------------------------
Secured creditor CenterPoint Energy Field Services, Inc., joined
HSC Holdings Co., Ltd.'s amended motion for conversion of the case
to Chapter 7, or, in the alternative, for appointment of a Chapter
11 trustee.

HSC, formerly known as GE&F Co., Ltd., in its amended motion,
stated that the Debtor's estate also needed an examiner to conduct
a full investigation of the Debtor.

GE&F is the parent company and majority shareholder of Helia Tec
Resources.

In a brief in support of its original motion, HSC said that the
Debtor has failed to disclose the financial consequences of the
arrangement with the Mastodon Entities and Battaglia, leaving the
Debtor's disclosures materially inaccurate.

HSC also filed a trial brief concerning employment taxes.
According to HSC, the Debtor has not paid any federal employment
taxes since 2009.  The Internal Revenue Service has filed a
priority claim for over $175,000.

Copies of the briefs filed by HSC in support of its motion to
convert are available for free at:

   http://bankrupt.com/misc/HELIATEC_93_47_conversionbrief.pdf
   http://bankrupt.com/misc/HELIATEC_91_47_conversionbrief.pdf

CenterPoint is represented by:

         Marc Ellison, Esq.
         TOTZ ELLISON & TOTS, P.C.
         2211 Norfolk, Suite 510
         Houston, TX 77098
         Tel: (713) 275-0307
         Fax: (713) 275-0308

As reported in the Troubled Company Reporter on Feb. 26, 2014,
GE&F said it ratified the bankruptcy proceeding, but not the
authority of Cary E. Hughes, the alleged president of the Debtor.
GE&F also said cause exists for converting the case or appointing
a Chapter 11 trustee because of, among other things:

   a. inherent conflicts involving the Debtor's purported
      management, compounded with evidence of fraud, dishonesty,
      and breach of fiduciary duties;

   b) conflicting interests between the Debtor in the arbitration
      and the Hughes group in a Federal District Court action;
      and

   c) the estate's potential claims against the Hughes group.

                      About Helia Tec Resources

Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S.
D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas,
represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates,
PC, in Houston, as counsel to the Debtor. The Debtor listed
$16.15 million in assets and $2.24 million in liabilities. The
petition was signed by Cary E. Hughes, president.

Judy A. Robbins, U.S. Trustee for Region 7, was unable to appoint
an official committee of unsecured creditors in the Debtor's case.


HOWARD BINGHAM: Safford Asset to Sold in June 11 Auction
--------------------------------------------------------
Trustee will sell at an auction set for June 11, 2014, the
collateral of Howard R & Christine O Bingham LLC as borrower under
a 2008 Deed of Trust.  The beneficiary under the Trust is Wells
Fargo Bank, N.A.

The collateral property is located at 1765 South 20th Avenue,
Safford, AZ 85546.

The original principal balance under the Trust was $382,000.

The current Trustee is:

          W. Scott Jenkins, Jr.
          Ryley Carlock & Applewhite
          One North Central Avenue, Suite 1200
          Phoenix, Arizona 85004
          Tel No: (602)440-4800


INSTITUTIONAL SHAREHOLDER: S&P Assigns 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to Rockville, Md.-based Institutional
Shareholder Services Inc.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's $167 million first-lien senior secured term loan due
2021 and $20 million revolving credit facility due 2020.  The '2'
recovery rating indicates S&P's expectation for substantial (70%
to 90%) recovery in the event of payment default.

S&P also assigned a 'CCC+' issue-level rating with a recovery
rating of '6' to ISS's $73 million second-lien senior secured term
loan due 2022.  The '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default.

"The ratings on ISS reflect our view of the company's 'highly
leveraged' financial risk profile with leverage of 7x pro forma
for the new debt, and its 'weak' business risk profile derived
from its narrow market focus and modest scale," said Standard &
Poor's credit analyst Christian Frank.

Partially offsetting these factors are its leading position in the
proxy advisory market, its high recurring revenues, and the
embedded nature of its products.

S&P expects that ISS's leading market position and high recurring
revenues are likely to result in stable operating performance.

Although not expected over the next 12 months, S&P could lower the
rating if execution errors in its separation from MSCI, client
defections in corporate services, or adverse regulatory actions
cause profits to decline resulting in covenant cushion of less
than 15%, FOCF sustained near break-even, or total liquidity of
less than $10 million for multiple quarters.

An upgrade is unlikely over the next 12 months because of the
company's high leverage and S&P's view that its private equity
ownership likely precludes sustained de-leveraging.


INT'L ENVIRONMENTAL: Trustee Resolves Dispute With Bertram, et al.
------------------------------------------------------------------
The bankruptcy trustee of International Environmental Solutions
Corp. received court approval for a deal that would resolve the
company's dispute with its former president.

Under the settlement, Howard Grobstein, the company's Chapter 11
trustee, will drop the case he filed against Karen Bertram and
three companies over alleged breach of fiduciary duty and
misappropriation of trade name.

Meanwhile, Ms. Bertram agreed to withdraw her case against IES in
return for payment of her $1 million claim for unpaid compensation
of which $162,250 will be paid as a general unsecured non-priority
claim.

The remaining amount will be paid only after all claims against
IES' estate have been paid and all shareholders have been paid on
account of their equity of at least $100 per share, according to
the terms of the agreement.

The settlement would ensure that Ms. Bertram and the three other
defendants cannot use the proprietary information as well as the
trade names of IES or APS IP Holding LLC, which is being managed
by the bankruptcy trustee.  It would also prevent them from making
any claims against APS' patents, enabling the company to proceed
with the sale of those patents, according to court filings.

A copy of the agreement is available without charge at
http://is.gd/c7AfnJ

            About International Environmental Solutions

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.

IES consented to the entry of an order for relief under Chapter 11
on May 10, 2012.  Judge Wayne E. Johnson presides over the case.
The Debtor hired Goe & Forsythe, LLP, as counsel.  The Debtor
disclosed $25,129,244 in assets and $10,387,254 in liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.  Marshack
Hays as his general counsel Crowe Horwath LLP as his accountants
Dzida, Carey & Steinman as his special transactional counsel.
Stetina Brunda Garred & Brucker as his special patent and
trademark counsel.


IPAYMENT INC: Moody's Lowers Corporate Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service downgraded iPayment, Inc.'s Corporate
Family Rating (CFR) to Caa2 from B3, and its Probability of
Default Rating to Caa2-PD from B3-PD, to reflect iPayment's
elevated risk of default. Moody's also lowered iPayment's
Speculative Grade Liquidity (SGL) rating to SGL-4, from SGL-3,
reflecting the company's weak liquidity in the next 12 to 15
months. The ratings outlook is negative due to the potential for
further deterioration in earnings.

Ratings Rationale

The Caa2 CFR reflects iPayment's elevated risk of default and debt
impairment. The company's debt relative to earnings has increased
to unsustainable levels due to a significant erosion in earnings
over the last several quarters. The company's merchant base
continues to shrink as its efforts to add merchants from its
independent sales group channel and acquisitions are constrained
by its limited free cash flow and high debt service costs.
iPayment's debt service costs will increase further when the
HoldCo senior PIK notes will require cash interest
payments beginning in May 2015 (subject to certain rights to pay
partial PIK interest for up to two additional interest periods).
Deterioration in earnings also reflects pricing pressure resulting
from intense competition for new merchants. iPayment's total debt
to EBITDA has increased to near 9.0x and is expected to remain
over 9.0x in the near term.

The Caa2 CFR additionally considers iPayment's small operating
scale. The company's credit profile benefits from its recurring,
transactions-based revenues, highly diverse customer base with low
industry concentration and its track record of positive free cash
flow.

The negative ratings outlook reflects the potential for further
degradation in iPayment's profitability.

The SGL-4 liquidity rating is based on iPayment's weak liquidity
profile in the next 12 to 15 months. Although iPayment produces
free cash flow, its free cash flow is declining and it has limited
headroom under its financial covenants. The company's ability to
borrow under the revolver will be constrained and it may need to
seek a waiver or amendment of its credit facilities.

Moody's could downgrade iPayment's ratings if earnings declines do
not moderate, Moody's assessment of the probability of default
increases, or expected recovery at default declines. Moody's does
not expect a ratings upgrade at this time given the company's weak
financial profile.

Moody's could stabilize iPayment's ratings outlook if its
liquidity improves and revenues, net of interchange and network
fees, and cash flow from operations show sustainable growth. The
ratings could be upgraded if financial leverage is materially
reduced through a balance sheet restructuring.

Moody's has downgraded the following ratings:

Issuer: iPayment, Inc.

Corporate Family Rating -- Caa2, from B3

Probably of Default Rating -- Caa2-PD, from B3-PD

$95 million senior secured revolving credit facility due 2016 --
B2 (LGD2, 19%) from Ba3 (LGD2, 19%)

$347.5 million outstanding senior secured term loan due 2017 --
B2 (LGD2, 19%) from Ba3 (LGD2, 19%)

$400 million 10.25% senior unsecured notes due 2018 -- Caa3,
(LGD5, 70%), from Caa1, (LGD5, 70%)

Speculative Grade Liquidity Rating -- SGL-4, from SGL-3

Issuer: iPayment Holdings, Inc.

$125 million HoldCo senior PIK notes due 2018 -- Ca (LGD6 93%),
from Caa2 (LGD6, 93%)

Outlook:

Issuer: iPayment, Inc.

Outlook is Negative

Issuer: iPayment Holdings, Inc.

Outlook is Negative

Headquartered in New York, New York, iPayment, Inc. is a merchant
acquirer/processor that provides credit and debit card-based
payment processing services to small business merchants in the
United States. iPayment generated revenues (net of interchanges
fees) of $313 million in twelve months ended March 31, 2013.


JAMES RIVER: Creditors Committee Taps Akin Gump as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of James River Coal Company, et al., asks the Bankruptcy
Court to authorize the retention of Akin Gump Strauss Hauer & Feld
LLP as counsel.

Michael S. Stamer, a member of Akin Gump, tells the Court that the
hourly rates of the firm's personnel:

         Partners                      $615 - $1,220
         Senior Counsel and Counsel    $520 -   $925
         Associates                    $355 -   $675
         Paraprofessionals             $155 -   $345

Mr. Stamer assures the Court that Akin Gump is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

In separate filing, Akin Gump Strauss Hauer & Feld LLP,
LeClairRyan, A Professional  Corporation, and the Office of the
U.S. Trustee for the Eastern District of Virginia stipulated and
agreed in relation to the new guidelines for reviewing
applications for compensation and reimbursement of expenses filed
by attorneys in larger chapter 11 cases, providing that Akin Gump
and LeClairRyan intend to make a reasonable effort to comply with
the U.S. Trustee's requests for information and additional
disclosures in connection with the interim and final fee
applications filed by Akin Gump and LeClairRyan in these chapter
11 cases.

The Committee is represented by:

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

              - and -

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

              - 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

The U.S. Trustee is represented by:

         Robert B. Van Arsdale
         Office of the United States Trustee
         701 East Broad Street, Suite 4304
         Richmond, VA 23219
         Tel: (804) 771-2310

                        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: 50% Owners Want Ch. 11 Case Dismissed
------------------------------------------------------------
RBR Equities LLC and SW Consulting Co. -- collectively, the owners
of 50% interest in Jamesport Development LLC -- ask the court to
dismiss in its entirety the bankruptcy petition of Debtor
Jamesport Development, LLC for lack of the requisite authority to
file.

The Membership interest of Jamesport Development is as follows:

  Jul-Bet Enterprises, Inc. - 50%
  RBR Equities, LLC - 25%
  SW Consulting Co., Inc. - 25%

RBR Equities and SW Consulting argue that the Chapter 11 Petition
is the result of an unauthorized unilateral act of Jul-Bet
undertaken without their knowledge or consent.

RBR Equities and SW Consulting relate that Section 6.01 of
Jamesport Development LLC's Operating Agreement expressly states
that management of the Company is vested in the members, and that
any action requiring the approval of the Managers will be approved
by a majority of the Members.  Since Jul-Bet Enterprises did not
obtain the consent of a majority of the Members prior to filing
the instant proceedings, the bankruptcy petition should be
dismissed as a matter of law, they contend.

The Motion to Dismiss is scheduled to be heard by the Court on
June 16, 2014.

Counsel for the RBR Equities and SW Consulting may be reached at:

   Stephen G. Gelfand, Esq.
   Law Offices of Stephen G. Gelfand, P.C.
   548 West Jericho Turnpike
   Smithtown, NY 11787
   Telephone: (631) 470-5300

       - and -

   John L. Ciarelli, Esq.
   Ciarelli & Dempsey, P.C.
   737 Roanoke Avenue
   Riverhead, New York 11901
   Telephone: (631) 369-5100

                    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 is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  GA Keen Realty
Advisors serves as the Debtor's real estate brokers. The Hon.
Robert E. Grossman oversees the case.

The Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.  In its schedules of assets
and liabilities filed with the Court, the Debtor disclosed $10.98
in total assets and $9,290,615 in liabilities.


JAMESPORT DEVELOPMENT: Files Motion to Extend Exclusive Periods
---------------------------------------------------------------
Jamesport Development LLC asks the Bankruptcy Court to extend (a)
the exclusive time during which it may file a plan of
reorganization to September 18, 2014; and (b) the exclusive period
within which it may solicit acceptances of a plan to November 17,
2014.

Pursuant to Bankruptcy Code Section 1121(d), a Chapter 11 debtor
is permitted to seek an extension of the Exclusive Periods for
"cause".  "Cause" under section 1121(d) is not defined and it is
generally understood that the Exclusive Periods are not intended
to be set in stone; rather, Congress intended that the Exclusive
Periods be of adequate length, given the circumstances, for a
Chapter 11 debtor to formulate, negotiate, draft, file, and
solicit acceptances of a consensual plan.

Attorneys for the Debtor, Adam P. Wofse, Esq., at LaMonica Herbst
& Maniscalco, LLP, in Wantagh, New York, notes that this is the
Debtor's first request for an extension of the Exclusive Periods.
The deadline to file proofs of claim against the Debtor's estate
passed on April 25, 2014, however, the Debtor has not yet had the
opportunity to review and analyze all proofs of claim.
Accordingly, says Mr. Wofse, the Debtor has not yet fully assessed
the universe of its liabilities at this time.

Mr. Wofse further notes that the Debtor has been paying its debts
as they come due during the postpetition period, has timely filed
its monthly operating reports, and is current on payments of
quarterly fees to the United States Trustee.

"The case has only been pending for four months and the additional
time requested is critically necessary to permit the Debtor to
review filed claims and determine if objections are necessary,
resolve the Motion to Dismiss [filed by RBR Equities, LLC and SW
Consulting, Inc.], and market and sell the Real Property [located
along New York State Route 25 and Manor Lane, Jamesport, New York
11933]," Mr. Wofse relates.

The ultimate result of the marketing efforts to sell the Real
Property will directly impact any proposed plan of reorganization
as they directly impact the extent of the assets and liabilities
of the Debtor, thereby impacting the rights of the Debtor's
creditors, adds Mr. Wofse.

The Court will convene a hearing on the matter on June 16, 2014,
at 1:30 p.m.  Objections are due June 9, 2014, at 5:00 p.m.

                    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 is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  GA Keen Realty
Advisors serves as the Debtor's real estate brokers. The Hon.
Robert E. Grossman oversees the case.

The Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.  In its schedules of assets
and liabilities filed with the Court, the Debtor disclosed $10.98
in total assets and $9,290,615 in liabilities.


JAMESPORT DEVELOPMENT: WBG Approved as Real Estate Counsel
----------------------------------------------------------
The Bankruptcy court authorized Jamesport Development LLC to
employ Wickham, Bressler & Geasa, P.C. as special real estate
counsel effective April 28, 2014, under a general retainer.

The Debtor, in an amended application, stated that it will need
assistance of real estate counsel in connection with the potential
sale of the Debtor's real property.  The Debtor disclosed that it
has employed GA Keen Realty Advisors as its real estate broker for
the marketing and sale of the real property.

In the Debtor's original application, it said WBG would serve as
its special real estate and litigation counsel.  Prior to the
Filing Date, WBG represented the Debtor in connection with the
state court litigation titled Save Main Road vs. Town of Riverhead
et al., pending in the Supreme Court, State of New York, Suffolk
County.  In connection with its bankruptcy case, the Debtor will
need the assistance of real estate counsel in connection with the
potential sale of the Debtor's real estate, which consists of
approximately 44 acres in Jamesport, New York.

To the best of Debtor's knowledge, WBG neither holds nor
represents any interest adverse to the Debtor or its estate with
respect to the matters in which it is to be engaged.  WBG was owed
$10,383 in unpaid prepetition legal fees and expenses.

                    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 is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  GA Keen Realty
Advisors serves as the Debtor's real estate brokers. The Hon.
Robert E. Grossman oversees the case.

The Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.  In its schedules of assets
and liabilities filed with the Court, the Debtor disclosed $10.98
in total assets and $9,290,615 in liabilities.


KRIEG FAMILY: Safford Property to be Auctioned on June 18
---------------------------------------------------------
A real property located at 520 US Highway 70, Safford, Arizona
85546, owned by Krieg Family Limited Partnership will be sold at
public auction on to the highest bidder on June 18, 2014, at 1:00
p.m. on the the front steps of the Graham County Superior Court,
800 Main Street, Safford, Arizona 85546.

The property was the collateral under a 2007 Deed of Trust by
Krieg Family Limited Partnership, in favor of Safford Title
Agency, Inc., as Trustee, originally for the benefit of BLX
Capital, LLC.  The Deed of Trust was ultimately assigned to HSBC
Bank USA, National Association, solely as Indenture Trustee, under
that certain Indenture dated June 1, 2007.  The original principal
balance under the Trust was $2,175,000.

The Trustee is:

          Anthony M. Grafitti, Esq.
          Berry Riddell & Rosensteel LLC
          6750 East Camelback Road, Suite 100
          Scottsdale, Arizona 85251
          Tel No: (480)385-2727


LEHR CONSTRUCTION: Gets Approval to Settle $10MM Claim vs. Lazar
----------------------------------------------------------------
The bankruptcy trustee of Lehr Construction Corp. received court
approval to settle his $10 million claim against Gerald Lazar and
three members of his family.

Under the settlement, Mr. Lazar, on behalf of himself and his
family members, agreed to pay $2 million to settle the claim of
Jonathan Flaxer, Lehr's bankruptcy trustee.

The agreement also calls for a release of Lehr's obligations to
repay the $1 million debtor-in-possession loan extended by Mr.
Lazar to the company.  A full-text copy of the agreement is
available without charge at http://is.gd/6LIc2o

The bankruptcy trustee had accused Mr. Lazar of a breach of
fiduciary duties, saying he failed to supervise Lehr's senior
management employees and take cost-cutting measures while its
officers were being investigated by the Manhattan district
attorney's office.

Mr. Flaxer also said that Mr. Lazar and his family should be held
liable for fraudulent transfer for receiving fat salaries and for
letting the company pay for their private jet travel "without any
legitimate business purpose."

According to the trustee, Lehr was entitled to recover more than
$5.1 million for the travel, another $3.1 million for
misappropriated trust funds due to subcontractors, and an
undetermined amount for excessive compensation and Lazar's failure
to address the company's acute financial crisis during the
investigation.

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Rust Consulting/Omni Claims Agent serves as claims and noticing
agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.  Fred Stevens at Klestadt &
Winters, LLP represents the Committee.


LEHR CONSTRUCTION: Court Approves Trustee-Coffey Claim Settlement
-----------------------------------------------------------------
U.S. Bankruptcy Judge Sean Lane approved an agreement resolving
the $3 million claim of Lehr Construction Corp.'s bankruptcy
trustee against Frederick and Margaret Coffey.

Under the deal, the Coffeys are required to pay $470,000 and to
assign any claim they may have against Rosen Seymour Shapss Martin
and Company LLP tied to the bankruptcy trustee's claim.

Both sides will also release each other from all claims, according
to the terms of the settlement.  The agreement can be accessed for
free at http://is.gd/tn9TFu

Lehr shouldered the travel costs of Mr. Coffey, former president
of the company, during the six-year period prior to its bankruptcy
filing.  The cost of such travel is "avoidable" as a fraudulent
transfer pursuant to U.S. bankruptcy law, according to Jonathan
Flaxer, Lehr's bankruptcy trustee.

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Rust Consulting/Omni Claims Agent serves as claims and noticing
agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.  Fred Stevens at Klestadt &
Winters, LLP represents the Committee.


LEHR CONSTRUCTION: Trustee Resolves Dispute With First Unum
-----------------------------------------------------------
Lehr Construction Corp.'s bankruptcy trustee won court approval
for a deal that would resolve his dispute with First Unum Life
Insurance Co. over the payment it received from the construction
company.

First Unum received $288,627 before Lehr's bankruptcy filing as
payment for the health care insurance it provided to some of the
company's officers and employees.

Jonathan Flaxer, Lehr's bankruptcy trustee, questioned the
payment, saying the construction company did not benefit from it
and that the payment "should be avoided as fraudulent transfers."

Under the settlement, Mr. Flaxer agreed to drop the case he filed
against the insurance firm to recover the money in return for
payment of $100,000.  As part of the settlement, First Unum will
also withdraw the case it filed against the beneficiaries.

A full-text copy of the settlement agreement is available without
charge at http://is.gd/OKGIHr

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Rust Consulting/Omni Claims Agent serves as claims and noticing
agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.  Fred Stevens at Klestadt &
Winters, LLP represents the Committee.


MERRITT & WALDING: Hagens Realty Auctions Retail Petroleum Outlet
-----------------------------------------------------------------
Hagen Realty Group is offering a former served retail petroleum
outlet with convenience store situated on 2.98 acres.  There are
currently two canopies which had previously served as fuel
dispensing areas.  The pumps have been removed.  There are 11
underground fuel storage tanks, each with a 10,000 gallon
capacity.  The convenience store building encompasses 1,890 SF and
was constructed in 1981 and renovated in 2000.  The property is
currently zoned M-1 (light industrial, and includes all B-2 uses).
This property offers many possibilities under its current zoning
and its location makes it a perfect property for possible
redevelopment.

The property is available for viewing at any time.

The bidding for this property will be conducted online only.
The bidding will open on Thursday June 12 at 11:00 a.m. and will
close on Friday, June 13 at 7:00 p.m.

The underlying chapter 11 proceeding is In re Merritt and Walding
Properties, LLP, (Bankr. S.D. Ala. Case No. 11-02322).

              About Merritt and Walding Properties

Merritt and Walding Properties, LLP, in Pt. Clear, Alabama, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 11-02322) on
June 10, 2011.  Irvin Grodsky, P.C., serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Richard T. Merritt and R. Fred Walding, as general partners.

In its schedules, the Debtor disclosed $6,166,757 in total assets
and $7,685,591 in total debts.

An affiliate of the Debtor, Richard T. Merritt (Bankr. S.D. Ala.
Case No. 11-00380) filed for bankruptcy on Feb. 1, 2011.


MOMENTIVE PERFORMANCE: Has Final Approval of $570-Mil. DIP Loans
----------------------------------------------------------------
Momentive Performance Materials Inc. on May 23 disclosed that the
U.S. Bankruptcy Court for the Southern District of New York has
granted MPM final authorization to access the full amount its $570
million in committed debtor-in-possession ("DIP") financing.  The
Company had previously received interim approval from the Court to
access up to $430 million of the DIP financing.  The Court also
granted final approval for several other orders that, among other
things, enable MPM to continue supporting its employees and
customers.

"With the Court's final approval of our $570 million DIP
financing, MPM now has access to $140 million of additional
liquidity to supplement cash from operations as needed," said
Craig O. Morrison, Chairman, President and CEO of MPM.  "Together,
these resources provide MPM with the financial flexibility to
continue operating its business in the normal course as it
completes its balance sheet restructuring.  Throughout this
important process we remain fully committed to providing our
customers with the high-quality products and services they expect
from MPM, and deeply value their ongoing partnership and support."

As previously announced, on April 13, 2014, MPM reached an
agreement with certain of its key stakeholders regarding the terms
of a balance sheet restructuring plan that will strengthen its
financial position by eliminating more than $3 billion of debt
from MPM's balance sheet and enhancing liquidity.  To implement
this "pre-negotiated" plan, MPM and its U.S. subsidiaries
voluntarily filed to reorganize under Chapter 11 of the U.S.
Bankruptcy Code.  MPM's operations outside the U.S. are not
included in the Chapter 11 proceedings.  The restructuring relates
solely to MPM and not to Momentive Specialty Chemicals Inc. (MSC),
which has a fully independent debt capital structure and a
separate and strong balance sheet.

Additional information is available at
www.momentive.com/mpmrestructuring

Suppliers with questions can contact a dedicated vendor hotline,
toll-free at 844-812-8197 or locally at 614-225-4200, or via email
at mpmvendorhotline@momentive.com

Court filings and information about the claims process are
available on a dedicated website administered by MPM's claims
agent, Kurtzman Carson Consultants, at www.kccllc.net/mpm or by
calling 888-249-2792 (310-751-2607 for international calls).

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of MPM Silicones LLC
and affiliated debtors.


MOMENTIVE PERFORMANCE: Posts $56 Million Net Loss in 2014 Q1
------------------------------------------------------------
Momentive Performance Materials Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
quarterly period ended March 31, 2014.

MPM said net sales were $605 million for the quarter compared to
$570 million for the same period last year.  MPM posted a net loss
of $56 million for the first quarter compared to $61 million for
the same period last year.

At March 31, 2014, MPM had total assets of $2,732 million against
total liabilities of $4,282 million.

A copy of MPM's Form 10-Q quarterly report is available at
http://is.gd/Mk4Jxf

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of MPM Silicones LLC
and affiliated debtors.


MPC CORP: Gateway To Extend Computer Warranties To Settle Suit
--------------------------------------------------------------
Law360 reported that Gateway Inc. and one of its warranty
companies agreed to extend for one year the warranties on its
computers for an estimated 1.7 million putative class members
whose warranties vanished when Gateway sold its business to a
company that later went bankrupt, according to a preliminary
settlement agreement filed Monday in California federal court.

According to the report, Gateway and National Electronics Warranty
LLC agreed to extend warranties to each of the estimated 1.7
million customers whose protections were dropped when MPC Corp.
filed for bankruptcy protection.

The case is Peter Wilson v. Gateway Inc et al., Case No. 2:09-cv-
07560 (C.D. Calif.) before Judge George H. Wu.

                       About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com/-- sells personal computer and provides
computer softwares and hardwares to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Division from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.

The Company and eight of its affiliates filed for Chapter 11
protection on Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-
12673).  Richard A. Robinson, Esq., at Reed Smith LLP, represents
the Debtors in their restructuring efforts.  The Debtor selected
Focus Management Group USA, LLC, as its financial advisor.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the chapter 11 cases of MPC Corporation
and its debtor-affiliates.  Hahn & Hessen LLP has been named as
Committee's lead counsel.  As of June 30, 2008, the Debtors have
$258.3 million in total assets and $277.8 million in total debts.


MT LAUREL LODGING: Defends Bid for Plan Exclusivity Extension
-------------------------------------------------------------
Mt. Laurel Lodging Associates, LLP, et al., asked the Bankruptcy
Court to deny the objection of The National Republic Bank of
Chicago to its second motion for extension of its exclusive
periods to file and solicit acceptances for a plan of
reorganization.

The Debtors related that they have proceeded in good faith
negotiations with NRB over the past month and have been operating
under the assumption that a settlement is a real and distinct
possibility.  Thus, the Debtors had directed their efforts and
resources to reaching a resolution with NRB rather than preparing
cramdown plans.  Unfortunately, NRB does not appear to share the
Debtor's good faith based on the positions it is taking in the
objection.

NRB, in its objection, stated that it is not as optimistic as the
Debtors on the prospects of a settlement.  The parties have been
close to a settlement on several occasions, but have not been able
to reach a binding agreement on all seven cases.

The exclusivity period ends in June 2, 2014, absent an extension.

If NRB and the Debtors cannot come to terms, it is unlikely the
case will ever settle, the bank said.  If the parties do want to
negotiate beyond June 2, they can each agree to hold off on filing
a disclosure statement and continue working towards a resolution.
However, if either party wants to terminate the discussions, both
parties should have the same right to proceed with a plan and
allow creditors to decide which plan is in their own best
interest, the bank said.

The Debtors are requesting that the Court extend their exclusive
periods to file a plan until July 2, and solicit acceptances for
that Plan until Sept. 1.

The Debtors explained they need additional time to select a
financing or equity source, negotiate the terms of a plan, and
prepare and file a plan and disclosure statement; and requests
another four more months to accomplish the goal.

NRB is represented by:

         James E. Carlberg, Esq.
         James P. Moloy, Esq.
         BOSE MCKINNEY & EVANS LLP
         111 Monument Circle, Suite 2700
         Indianapolis, IN 46204
         Tel: (317) 684-5000
         Fax: (317-684-5173
         E-mails: jcarlberg@boselaw.com
                  jmoloy@boselaw.com

              - and -

         Timothy P. Duggan, Esq.
         STARK & STARK, P.C.
         993 Lenox Drive
         Lawrenceville, NJ 08648
         Tel: (609) 896-9060
         Fax: (609) 895-7395
         E-mail: tduggan@stark-stark.com

              - and -

         Ariel Weissberg, Esq.
         WEISSBERG AND ASSOCIATES, LTD.
         401 South LaSalle Street, Suite 403
         Chicago, IL 60605
         Tel: (312) 663-0004
         Fax: (312) 663-1514
         E-mail: ariel@weissberglaw.com

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4,
2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is
assigned to Judge Robyn L. Moberly.  The petition lists the
assets and debt as both exceeding $10 million on the Mount Laurel
property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in
Lawrenceville, New Jersey.


MUNDY RANCH: Amended Modifications to Plan Outline Filed
--------------------------------------------------------
Mundy Ranch, Inc., submitted to the U.S. Bankruptcy Court for the
District of New Mexico an Amended Modification to the Disclosure
Statement explaining its Plan of Reorganization dated March 18,
2014, as modified on May 2.

The Court, at a hearing held May 13, directed the Debtor to file
an amended modification to the Disclosure Statement by May 19 to,
among others:

   1. clarify the property each entity will own after the Plan is
confirmed.  It must specify: (1) who would own Mundy Ranch Inc.;
(2) who own Mundy Brothers; (3) what assets of Mundy Ranch Inc.
would be transferred to Mundy Brothers Inc.; and (4) whether Mundy
Ranch Inc. would retain any remaining assets.  The Debtor will
include the fair market value of each asset.

   2. specify the amount currently in counsel's trust account, the
amount that will remain in trust after confirmation, and any
amounts earmarked for Pension Benefit Guaranty Corp.  If certain
amounts will be earmarked for the payment of UST fees, the
modification will specify those amounts.

If the Debtor makes those changes and the Court is satisfied, the
Court will enter an order approving the second amended disclosure
statement, as modified, and setting confirmation deadlines.

The May 19 modification stated that it amends and supersedes the
modification filed on May 13.

According to the Amended Disclosure Statement, the Plan will be
implemented as follows:

   1. upon the Effective Date, the Debtor will, if feasible,
recover any property in the hands of  third parties.  The Debtor
will attempt to collect its receivables.  Plan payments will be
made from the proceeds of the sale of Debtor's property that are
currently sequestered in the Debtor's counsel's trust account.  If
necessary, additional real estate will be sold.  As indicated in
the April 2014 Monthly Operating Report, as of April 30, 2014, the
Debtor had $692,202 in funds available.  The Debtor anticipates
that the amount of funds available at confirmation to fund the
Plan will be substantially similar to that amount.  The Debtor
intends to use $5,520 of the funds to bring its quarterly U.S.
Trustee fees current, and will continue to use sequestered funds.
The Debtor has earmarked $360,000 for the funding of its Pension
Plan, and will keep the amount sequestered for that purpose.  The
Debtor will use the remaining funds to fund its plan.

    2. Through the Plan, the Debtor will transfer certain property
into a new entity, Mundy Brothers.  The Debtor will transfer
certain assets to Mundy Brothers in exchange for Mundy Brothers'
issuance to Debtor of 990 additional shares of Mundy Brothers'
single class of voting common stock.  The assets to be transferred
to Mundy Debtor will retain all of its other assets, including all
of its personal property valued at approximately $695,000, and the
remainder of its real property valued at approximately $4,000,000.

    3. After the assets are transferred to Mundy Brothers, the
Debtor will split-off Mundy Brothers by distributing the stock of
Mundy Brothers (and only the stock of Mundy Brothers) to the
Brothers Group in exchange for the Brothers Group's shares of
stock in Debtor.

   4. The Debtor will consummate all steps necessary to resolve
Class 9 claims within 45 days after the Effective Date to the
extent that such is reasonably feasible, or such other time frame
as is agreed upon by the Debtor and the holder of the equity
interests.

The Debtor will not effect the "split-off" until it has made
payment on Class 1 and 7 claims and has sequestered the $360,000
that is estimated to be required to fully fund the Pension Plan in
satisfaction of the Class 2 and 5 claims of the PBGC.  After the
split-off, James Mundy will be the sole owner of Mundy Ranch,
Inc., the Debtor.  Robert Mundy, Mark Mundy, Analee Mundy, and
Tyler Mundy will be the owners of 100% of the stock of Mundy
Brothers, Inc.

Prior to the hearing, interested party Fr. Robert Mundy requested
that the Court reject the Disclosure Statement unless amended to
reconcile the conflict.  According to Mr. Mundy, among other
things:

   1. the Disclosure Statement fails to provide adequate
information to allow Mr. Mundy  to make an informed decision to
accept or reject the Debtor's Amended Plan;

   2. the treatment proposed for Mr. Mundy in the Amended Plan and
Disclosure is  consistent with the terms of the settlement
agreement reached between the parties;

   3. Paragraph 7.10 of the Amended Disclosure Provides that
"Until such time as the standard termination is complete and the
Debtor or Reorganized Debtor has received confirmation that the
plan has not been selected for audit, or the Debtor or Reorganized
Debtor has fully complied with any PBGC audit under 29 U.S.C.
Section 1303(a), no actions will be taken pursuant to Section
7.8.3 herein, nor will any transfer of the Debtor's or Reorganized
Debtor's property be made to any Class 9 claimant."

As reported in the Troubled Company Reporter on May 12, 2014, the
Second Amended Plan dated on May 2, proposed this treatment of
claims:

   1. Allowed Class 1 claims (administrative expenses) will be
      paid in full on or before the Effective Date.

   2. Allowed Class 2 claims (priority) will be treated as:

      -- the claims of Internal Revenue Service will be paid in
         full over a period ending not later than five years after
         the date of the order for relief at four percent
         interest, if not paid earlier from the sale of the real
         property;

      -- the claims of New Mexico Taxation and revenue Department,
         if any, will be paid in full over a period ending not
         later than five years after the date of the order for
         relief at 4%, if not paid earlier from the sale of real
         property;

      -- claims of Rio Arriba County Treasurer, if any, will paid
         in full over a period ending not later than five years
         after the date of the order for relief at 4%, if not
         paid earlier from the sale of real property; and

      -- the priority claims of PBGC will be resolved by the
         Debtor voluntarily terminating the pension.

   3. Allowed Class 3 (secured) claims will be treated as:

      -- Class 3A. The secured claim of Rabo AgriFinance was paid
         on Aug. 27, 2013, and Dec. 4, 2013 from the sale of the
         Debtor's real property.

      -- Class 3B. The secured claim of Valley National Bank was
         paid in full with payments occurring on Aug. 27, 2013,
         and Dec. 3, 2013.

   4. The Debtor does not believe there are any holders of allowed
      Class 4 claims (unknown secured claims).

   5. The Allowed Class 5 unsecured claims of the PBGC will be
      resolved by the Debtor voluntarily terminating the pension.

   6. Class 6 the allowed unsecured claim of VNB, if any, will be
      paid following the conclusion of the foreclosure action on
      the Aldrich Building, the property that secures the
      obligation to VNB.

   7. Allowed Class 7 claim holders will be paid with interest in
      full from the currently sequestered proceeds of the sale of
      the real property, or in a lesser amount agreed to between
      the Debtor and the claim holder, no later than 30 days after
      the Effective Date or within such other term as is agreed
      upon the Debtor and the holder of the claim.

Upon the effective Date, the Debtor will, if feasible, recover any
property in the hands of third parties.  The Debtor will attempt
to collect its receivable.  Plan payments will be made from the
proceeds of the sale of the Debtor's property that are currently
sequestered in the Debtor's counsel's trust account.  If
necessary, additional real estate will be sold.  As indicated on
the Debtor's Monthly Operating Report, as of March 31, 2014, the
Debtor had $691,982 in funds available.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/MUNDYRANCH_2ds.pdf

As reported in the Troubled Company Reporter on May 2, 2014,
certain creditors of the Debtor filed objections to the approval
of the Debtor's Disclosure Statement.  They include Valley
National Bank; Fr. Robert Mundy; and Comeau, Maldegen, Templeman &
Indall.

In 2004, the Debtor guaranteed a debt obtained by Aldrich Building
LLC from Valley Bank.  As security, Aldrich executed a mortgage to
Valley Bank consisting of a real property known as the Aldrich
Building.

Valley Bank objects to the Disclosure Statement because the Debtor
does not provide an estimate or a basis for an estimation of the
value of the Building property.  Without that information, it is
unclear how the Debtor concludes that a sale of the Building
property would satisfy the Guaranty obligation or that there will
be no deficiency after sale.

Valley Bank also complains that the Disclosure Statement fails to
disclose that the Debtor must pay the Guaranty claim in full if
equity interest holders are to retain their interests in the
Debtor.

Fr. Robert Mundy, a shareholder, for his part, is concerned that
no date has been provided in the Disclosure Statement by which his
shareholder interest will be satisfied.  Without such date, he
said he cannot intelligently vote on the Plan.

The Plan provides that no distribution will be made to any
shareholder prior to the time that all Class 5 PBGC Claim and
Class 7 General Unsecured Claims are paid in full.

The CMTI Firm is a general unsecured creditor, having provided a
variety of legal services to the Debtor.  The Firm seeks unpaid
prepetition fees from the Debtor.  The Firm complains that the
Disclosure Statement does not make adequate information about the
Firm.

                        About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


OHCMC-OSWEGO: Court Sets June 30 Deadline for Filing Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the deadlines proposed by OHCMC-Oswego LLC for filing
claims against the company.

Pursuant to the court's order, creditors other than governmental
units have until June 30 to file their pre-bankruptcy claims
against OHCMC-Oswego.  Meanwhile, governmental units have to file
their claims on or before August 20.

Any creditor whose claim stemmed from the rejection of an
executory contract or unexpired lease is required to file the
claim by the latest of the applicable Bar Date; the date that is
30 days after the rejection is approved by the court; and such
other date as the court may set for such claims.

In the event that OHCMC-Oswego amends its schedules of assets and
liabilities, any creditor adversely affected by the amendment has
30 days after notice of the amendment to file a proof of claim.

                        About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


OPTIM ENERGY: Seeks Extension to Ch. 11 Exclusivity Period
----------------------------------------------------------
Law360 reported that Optim Energy LLC asked a Delaware bankruptcy
judge to extend its exclusivity period by four months, saying it
needs to be able to develop a Chapter 11 plan without outside
distractions.  According to the report, the Texas-based company
said it has made strides toward reorganization since entering
court protection in February, but that much of its efforts to date
have gone into managing its businesses, working on a sale of its
coal-fired Twin Oaks plant and dealing with litigation.

Any entity that asserts a prepetition claim against the Debtors is
required to file an original, written proof of that prepetition
claim so as to be received on or before June 18, 2014.
Governmental units who have prepetition claims against the Debtors
must file those claims on or before Aug. 11.

                        About Optim Energy

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

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

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

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

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


OUTLAW RIDGE: Hires Vantix Consulting as Property Appraisers
------------------------------------------------------------
Outlaw Ridge, Inc., and Outlaw Ridge, LLC, seek permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Vantix Consulting Services, Inc., and Ray Shuchart, MAI, as
their property appraisers.

The professional services to be rendered by Vantix include
providing appraisal reports and valuation testimony with respect
to certain real properties owned by the Debtors.

The compensation agreed to be paid by the Debtors to Vantix is
$7,500.00 for providing appraisal reports and $250 per hour for
preparation and attendance at any depositions and hearings. In
connection with such work, the Debtors seek authority to pay an
advance retainer of $7,500.00 to Vantix; provided, however, that
Vantix will not be paid from the retainer until its reasonable
fees and costs have been approved after application to this Court.

To the best of the Debtors' knowledge, Vantix represents no
interest adverse to the Debtors or the Debtors' estates in the
matters upon which it is to be engaged and has no connection with
the Debtors, their creditors, the United States Trustee, any
person employed in the office of the United States Trustee, or any
other party in interest.

                        About Outlaw Ridge

Outlaw Ridge, Inc., and Outlaw Ridge, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. Md. Fla. Case Nos. 14-04400 and
14-04401) on April 21, 2014.  The petitions were signed by John M.
Dalfino as manager.  Adam L Alpert, Esq., at Bush Ross P.A. serves
as the Debtors' counsel.  OR LLC disclosed $1.36 million in total
assets and $2.97 million in liabilities while OR Inc. disclosed
$15.4 million in total assets and $4.21 million in liabilities.

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.


OUTLAW RIDGE: Hires Gillott as Property Appraisers
--------------------------------------------------
Outlaw Ridge, Inc., and Outlaw Ridge, LLC seek permission from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Gillott Appraisal Services, Inc., and John A. Gillott, MAI, SRA as
property appraisers.

The Debtors also seek authorization to pay Gillott a reasonable
fee and to reimburse Gillott for its reasonable and necessary
costs, as approved and authorized by this Court.

The professional services to be rendered by Gillott include
providing an appraisal report and valuation testimony with respect
to the following real property owned by the Debtors.

The compensation agreed to be paid by the Debtors to Gillott is
$6,400.00 plus costs to provide appraisal reports and $200 per
hour for preparation and attendance at any depositions and
hearings. In connection with such work, the Debtors seek authority
to pay an advance retainer of $6,400.00 to Gillott; provided,
however, that Gillott will not be paid from the retainer until its
reasonable fees and costs have been approved after application to
this Court.

To the best of the Debtors' knowledge, Gillott represents no
interest adverse to the Debtors or the Debtors' estates in the
matters upon which it is to be engaged and has no connection with
the Debtors, their creditors, the United States Trustee, any
person employed in the office of the United States Trustee, or any
other party in interest.

                        About Outlaw Ridge

Outlaw Ridge, Inc., and Outlaw Ridge, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. Md. Fla. Case Nos. 14-04400 and
14-04401) on April 21, 2014.  The petitions were signed by John M.
Dalfino as manager.  Adam L Alpert, Esq., at Bush Ross P.A. serves
as the Debtors' counsel.  OR LLC disclosed $1.36 million in total
assets and $2.97 million in liabilities while OR Inc. disclosed
$15.4 million in total assets and $4.21 million in liabilities.

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.


OUTLAW RIDGE: Cadence Bank Objects to Vantix, Gillott Hiring
------------------------------------------------------------
Cadence Bank has filed objections to the request of Outlaw Ridge,
Inc., and Outlaw Ridge, LLC to employ Vantix Consulting Services,
Inc., and Gillott Appraisal Services, Inc., as property
appraisers.

Cadence states that the Debtors seek to employ not one, but two
separate appraisers in order to defend against the bank's (i)
Motion for Relief From the Automatic Stay; (ii) Emergency Motion
to Prohibit Use of Cash Collateral; and (iii) Emergency Motion for
Adequate Protection of Security Interest.

Cadence objects to the employment applications because the Debtors
are seeking to utilize Cadence's cash collateral to pay retainers
totaling $13,900 to property appraisers to testify at the final
hearing. This in no way protects Cadence's security interest and
Cadence will not agree to the payment of such retainer or will
Cadence agree to any further payment of incurred fees from its
cash collateral.

A final hearing is slated for June 6, 2014.

Outlaw Ridge, Inc., and Outlaw Ridge, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. Md. Fla. Case Nos. 14-04400 and
14-04401) on April 21, 2014.  The petitions were signed by John M.
Dalfino as manager.  Adam L Alpert, Esq., at Bush Ross P.A. serves
as the Debtors' counsel.  OR LLC disclosed $1.36 million in total
assets and $2.97 million in liabilities while OR Inc. disclosed
$15.4 million in total assets and $4.21 million in liabilities.

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.


OVERSEAS SHIPHOLDING: Nears Deal with Noteholders to Advance Plan
-----------------------------------------------------------------
Tom Halls, writing for Reuters, reported that an attorney for
Overseas Shipholding Group Inc., told a U.S. judge on May 23 a
deal was close with noteholders that would clear the way for
creditors to vote on its bankruptcy exit plan.

According to the report, noteholders agreed to drop their
objection to the company's $1.5 billion rights offering for a
chance to participate in the stock sale, said Luke Barefoot, Esq.,
an attorney with Cleary Gottlieb Steen & Hamilton, which
represents the company.

Mr. Barefoot, Reuters related, told a U.S. Bankruptcy Court
hearing in Wilmington, Delaware, that the parties had a few more
details to work out.  He said they would return to court on May 27
and ask Judge Peter Walsh to issue orders clearing the way for the
rights offering and approving the company's disclosure statement,
the report further related.

On May 13, the Bankruptcy Court approved stipulations resolving
anticipated objections to the Debtors' proposed Plan.  One of the
stipulations provide that the Debtors will amend the Plan to
provide for the allowance of Danish Ship Finance A/S's claim in an
aggregate amount of $266,935,724, plus interest.  The Debtors also
agreed to amend the Plan to provide for the allowance of Export-
Import Bank of China's claims in the aggregate amount equal to
$311,751,114, plus interest.

The Debtors also entered into a court-approved stipulation with
Stichting Pensioenfonds DSM Nederland, Indiana Treasurer of State
and Lloyd Crawford, court-appointed lead plaintiffs in the
consolidated securities class action styled In re OSG Securities
Litigation, Master File No. 12-cv-07948-SAS, pending in the U.S.
District Court for the Southern District of New York.  The parties
agreed that the Plan will provide that the Lead Plaintiffs' claim
will be allowed in the amount of $7 million; 15% of the proceeds
of the Professional Liability Action net of related out-of-pocket
expenses and costs incurred in respect of counterclaims by
Proskauer Rose, LLC; $5 million of a judgment entered in respect
of a final order resolving the Professional Liability Action; $3
million in cash; proceeds of any residual director and officer
insurance; and any remaining cash in the disputed claims reserve
for New Class E1.

                     About Overseas Shipholding

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

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

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

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

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

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

                          *     *     *

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

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

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

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


OVERSEAS SHIPHOLDING: Proskauer Seeks Discovery Stay in Suit
------------------------------------------------------------
Law360 reported that Proskauer Rose LLP urged a New York state
judge to stay discovery in a pair of suits relating to bankrupt
Overseas Shipholding Group Inc.'s claims that the firm's
malpractice led to hundreds of millions in tax liability while
motions to dismiss each case are pending, saying Proskauer will be
prejudiced otherwise.

According to the report, the firm contended in a letter to Judge
Jeffrey K. Oing that the "potential prejudice to Proskauer of
proceeding with discovery during the pendency of Proskauer's
motion [to dismiss] is immense," given the volume of discovery
requests it has received from OSG.

"OSG has served no fewer than 42 document requests on Proskauer,
seeking information about events spanning more than a decade,"
Proskauer's attorneys wrote in the letter, the report related.
"Much of the costly and burdensome process of responding to those
requests would be obviated by even a partial grant of Proskauer's
motion. OSG, on the other hand, having already waited years after
the alleged malpractice that forms the basis of the complaint to
initiate this action, will suffer no prejudice from a short delay
in discovery while the court decides the motion to dismiss," the
report further related.

OSG sued Proskauer and four of its partners in March in New York
state court, accusing its former general outside counsel of
saddling it with hundreds of millions of dollars in "completely
avoidable" tax liability, the report recalled.

The cases are Overseas Shipholding Group Inc. v. Proskauer Rose
LLP et al., case number 650765/2014; and Proskauer Rose LLP et al.
v. James Edelson et al., case number 650596/2014, both in the
Supreme Court of the State of New York, County of New York.

                     About Overseas Shipholding

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

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

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

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

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

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

                          *     *     *

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

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

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

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


PACIFIC VECTOR: Creditors File Notices of Default
-------------------------------------------------
Pacific Vector Holdings Inc. is providing this corporate update.

As announced on May 15, 2014, the Company required an immediate
bridge of three hundred thousand dollars which would have allowed
for the payment of current obligations.  The Company was unable to
obtain the required bridge and as a result, a first secured lender
whose one million dollar loan was due April 17, 2014, has filed a
notice of default.  In addition, another secured lender, owed four
hundred thousand dollars which matured on April 21, 2014 and an
unsecured lender, owed one million dollars which matured on
October 31, 2013 have filed notices of default.  The Company is
diligently working to cure the defaults in the next five days.

                       About Pacific Vector

Pacific Vector is an action sports retail and consumer brands
company.


PEM THISTLE: Court Denies Bid to Reconsider Case Dismissal
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied PEM
Thistle Landing TIC 23, LLC's motion to reconsider the case
dismissal order dated April 2, 2014.

The Court said the Debtor lacked reasonable possibility of a
successful reorganization, noting that the Court could not bind
the non-debtor tenants-in-common.

The Debtor, in a supplemental brief in support of its motion for
reconsideration, stated that secured lender DOF IV REIT Holdings,
LLC, did not provide required notice of the motion to dismiss or
the dismissal order.

As reported in the Troubled Company Reporter on April 25, 2014,
the Debtor asked that the Court reconsider the dismissal order for
the limited purposes of (1) withdrawing the reorganization plan,
and (2) seeking immediate authority to sell its property.

The Debtor said it has no intention of submitting another plan to
the Court.

After dismissal, it determined that a sale process was the best
way to proceed.  At this time, the Debtor disclosed, at least five
potential purchasers have presented offers to purchase the
property, with several of such offers in excess of the secured
claim of DOF.  At least one of the purchasers, Lincoln Property
Company, is immediately prepared to close on an all-cash purchase
of the Property for $39.75 million and is willing to effectuate
such purchase through the Chapter 11 case, according to the
Debtor.

DOF IV is the Debtor's secured lender by assignment.  The Debtor
is one of the 31 tenants-in-common of the commercial property
known as Thistle Landing.  Two of the TICs borrowed almost $40
million from PNC Bank, N.A., which later reassigned the loan to
DOF IV.  The loan is secured by the Property.  However, as the
TICs and the Debtor failed to make payments on the loan by early
2013, DOF IV commenced a non-judicial foreclosure sale on the
Property.

After due deliberation, in a ruling entered in early April, Judge
Kevin Gross dismissed the case without prejudice.

"The fatal flaw in Debtor's case is that as a tenant-in-common
with less than a one percent interest, it cannot bind or do the
bidding of the non-debtor TICs (owning interests of more than
99%).  The Debtor cannot force DOF IV to restructure the Security
Interest.  As a result, Debtor cannot establish a "reasonable
possibility of a successful reorganization within a reasonable
time," the judge said in a Memorandum Opinion dated April 2, 2014.

However, the Court finds that Debtor did not file the case in bad
faith.  "The Debtor filed the case in the face of foreclosure to
save the Property after DOF IV refused to negotiate.  While the
Court disagrees with Debtor's legal right to have filed the
bankruptcy petition, Debtor did so for a valid business purpose,
i.e., to preserve its sole asset under pressure of foreclosure.
Under such circumstances, a bad faith finding would be
inappropriate. Dismissal on the ground of bad faith should be
reserved for cases of clear abuse," the judge held.

The Debtor is represented by:

         Christopher P. Simon, Esq.
         Kevin S. Mann, Esq.
         CROSS & SIMON, LLC
         913 N. Market Street, 11th Floor
         P.O. Box 1380
         Wilmington, DE 19899-1380
         Tel: (302) 777-4200
         Fax: (302) 777-4224
         E-mail: csimon@crosslaw.com
                 kmann@crosslaw.com

              - and -

         Thomas R. Fawkes, Esq.
         Edward J. Hannon, Esq.
         FREEBORN & PETERS LLP
         311 South Wacker Brive, Suite 3000
         Chicago, IL 60606-6677
         Tel: (312) 360-6000
         Fax: (312) 360-6520

                       About PEM Thistle

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor is a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B) and its principal asset is located at 4801 East
Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, serves as local counsel.  The board resolution
authorizing the bankruptcy filing says that the Debtor is
authorized to hire the law firm of Freeborn & Peters LLP as
general bankruptcy counsel.

Judge Kevin Gross presides over the case.

The U.S. Trustee has not appointed an official Committee of
unsecured creditor.


PENSON WORLDWIDE: Ex-Execs Said to Violate Securities Lending Rule
------------------------------------------------------------------
Jonathan Stempel, writing for Reuters, reported that the U.S.
Securities and Exchange Commission charged four former officials
at a Penson Worldwide Inc unit with violations of a post-financial
crisis rule on securities lending that was designed to help
markets function by ensuring that trades are completed.

According to the report, Rule 204 of Regulation SHO was adopted by
the SEC in July 2009 to curb abuses in "naked" short sales, where
investors sell shares short without first borrowing those shares
or making sure they can be borrowed. An inability to deliver such
shares in a timely manner is called a "fail," the report related.

According to the SEC, Thomas Delaney, once chief compliance
officer at Penson Financial Services, knew the now-bankrupt
clearing services firm's procedures for selling customer margin
securities were causing rule violations, yet affirmatively
assisted the violations and concealed them from regulators, the
report further related.

The SEC also said Charles Yancey, once the unit's chief executive,
ignored "significant red flags" about Delaney's involvement in the
violations, including the alleged concealment, the report added.


PITT PENN: Ch. 11 Trustee Hires MXI as Environmental Consultant
---------------------------------------------------------------
Norman Pernick, the chapter 11 trustee in the bankruptcy cases of
Pitt Penn Holding Co., Inc., et al., seeks authorization from the
U.S. Bankruptcy Court for the District of Delaware to retain
MXI Environmental Services LLC as environmental consultant to
Debtor Pitt Penn Oil Company, LLC, nunc pro tunc to April 25,
2014.

The Debtor requires MXI to:

   (a) complete an inventory of waste materials;
   (b) classify all of the waste materials;
   (c) develop a plan for cleaning certain storage tanks;
   (d) evaluate condition of waste storage containers; and
   (e) transport and dispose of all waste materials.

MXI will be paid a lump sum of $5,565 for the inventory and
analysis component of its services.  MXI will be compensated at
the rates per gallon/drum/pallet/tote/etc. of waste transported
and disposed of provided in the proposal for the amounts revealed
in its inventory and analysis.  MXI has estimated this cost to be
$142,000.

Ronald Potter, managing member of MXI, 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 28, 2014 at 11:30 a.m.

The firm can be reached at:

          Ronald Potter
          MXI ENVIRONMENTAL SERVICES LLC
          26319 Old Trail Road
          Abingdon, VA 24210

            About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PITT PENN: Ch. 11 Trustee Hires K&F as Litigation Consultant
------------------------------------------------------------
Norman Pernick, the chapter 11 trustee in the bankruptcy cases of
Pitt Penn Holding Co., Inc., et al., seeks authorization from the
U.S. Bankruptcy Court for the District of Delaware to retain
Kazlow & Fields, LLC as litigation consultant, nunc pro tunc to
April 14, 2014.

The Debtor requires K&F to:

   (a) investigate Adversary Proceeding defendants as requested by
       the Trustee, including determination of these defendants'
       assets, liabilities, and addresses; and

   (b) produce reports detailing the results of these
       investigations; and

   (c) research service of process information to the extent
       necessary.

K&F will be paid a per defendant fee of $375 for each
investigation completed.  The Trustee seeks authority to request
that K&F investigate up to 130 defendants at a cost of
approximately $48,750.

Todd Kazlow, president and chief executive officer of Kazlow &
Fields LLC, 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 June 3, 2014.  Objections are due May 27, 2014 at
4:00 p.m.

The firm can be reached at:

          Todd Kazlow, Esq.
          KAZLOW & FIELDS LLC
          8100 Sandpiper Circle, Suite 204
          Baltimore, MD 21236

            About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PRIME PROPERTIES: June 3 Hearing on Joint Chapter 11 Plan
---------------------------------------------------------
Prime Properties of New York, Inc. -- by and through its Vice
President and sole shareholder, Nicholas Gordon -- along with
secured mortgagee FTBK Investor II LLC, as Trustee for NY Brooklyn
Investor II Trust 19, have filed their Joint Plan of
Reorganization for Prime Properties of New York, Inc., dated April
26, 2014, with the United States Bankruptcy Court for the Eastern
District of New York.

The Court has scheduled a combined hearing to consider approval of
the Disclosure Statement and Confirmation of the Joint Plan, on
June 3, 2014 at 1:00 p.m.

Objections, if any, to the Approval of the Disclosure Statement or
Confirmation of the Plan must be filed and served on or before May
27, 2014 at 1:00 p.m. EST.

A full-text copy of the Joint Chapter 11 Plan may be accessed for
free at http://is.gd/XZ0m0c

                      Summary of the Plan

The Joint Plan provides for FTBK or is designated nominee, to
purchase the real property and improvements thereon located at
300-304 10th 1016; Lots 2 and 5 from the Debtor in accordance with
the provisions of the Bankruptcy Code, pursuant to a private sale
pursuant to 11 U.S.C. Section 363 and Federal Rule of Bankruptcy
Procedure 6004(f), with a closing of the Sale immediately
following Confirmation of the Plan.

Proceeds generated from the Sale, in addition to the Cash being
held by the Receiver (the Receivership Funds), will be utilized by
the Debtor to fund distributions under the Plan to satisfy all
Allowed Claims of creditors of the Debtor in full, plus post-
petition interest at 4% per annum from the Petition Date. FTBK or
its designated nominee has agreed to purchase the Property at the
Sale by (i) satisfying and/or credit bidding its Secured Claim;
and (ii) providing an additional cash contribution to the Debtor
in the amount of $3,150,000.00 simultaneously with the closing of
the Sale. In addition, all remaining Receivership Funds will be
turned over to the Debtor by the Receiver. The Cash Contribution
and the Receivership Funds will be utilized to pay all Allowed
Claims, including Administrative Claims and Professional Fees, in
full plus postpetition interest at 4% per annum from the Petition
Date.

Through the Sale, FTBK, or its nominee, will take title to the
Property free and clear of all liens, claims and encumbrances on
confirmation, except that at its election ownership will be
subject to the Mortgage.

           Summary of the Classification and Treatment
                   of Claims and Interests

The figures set forth in the table represent the Plan Proponents
best estimate of the total amount of Claims and Interests filed or
scheduled in the Case:

                                        Estimated Amount
                        Treatment of    of Claims or
Class  Claim/Interest  Claim/Interest  Interests
-----  --------------  --------------  ----------------
  1     IRS Tax Claim   Unimpaired       $0

  2     Priority Claims Unimpaired       $1,117.57
        (Non-IRS)

  3     FTBK Secured    Unimpaired       $13,934,681.193
        Claim

  4     Other Secured   Unimpaired       $88,123.77
        Claims

  5     General         Unimpaired       $240,370.81
        Unsecured
        Claims

  6     Equity          Unimpaired       $0.00
        Interests

In the Plan Proponents' opinion, the treatment of Creditors under
the Plan provides a greater recovery than is likely to be achieved
under any other alternative, including liquidation under Chapter
7.  Since the Plan provides for full payment plus interest of all
Allowed Claimholders, Section 1129(a)(7) of the Bankruptcy Code
has been satisfied as creditors are not entitled to be paid more
than 100% plus interest on account of their claims.

                      FTBK'S Plan Withdrawn

Previously, FTBK filed its Plan of Liquidation and Disclosure
Statement for the Debtor on February 3, 2014, which, inter alia,
proposed the sale of the Property pursuant to an auction with FTBK
acting as the stalking horse with the ability to credit bid the
full amount of its secured claim and providing for a modest
distribution to unsecured creditors depending upon the purchase
price obtained at the auction.

Mr. Gordon filed an objection to FTBK's Disclosure Statement
asserting among other things that the sale process was flawed and
would not garner the highest and best price for the Property.

Amanda Hiller, Deputy Commissioner and Counsel of the New York
Department of Taxation and Finance also filed a limited objection
to FTBK's Plan and Disclosure Statement objecting to the amount of
$252.75 to be paid as a Class 2 priority claim pursuant to the
Disclosure Statement and Plan.  Ms. Hiller said the claim was
amended to reflect corporate tax, interest and penalties based on
tax returns for 2011 and 2012 filed on January 13, 2014.  However,
the taxes owed to the Department are incorrectly identified in the
Disclosure Statement and Plan as real estate taxes.

As a result of the settlement of all disputes between FTBK and Mr.
Gordon embodied in the current Joint Plan and Disclosure
Statement, Mr. Gordon and the Debtor have agreed that the Debtor
is obligated to FTBK for the full amount set forth in FTBK's
Claim.

FTBK's Plan and FTBK's Disclosure Statement are withdrawn, and
instead, FTBK requests that the Court confirm the Joint Plan.

               About Prime Properties of New York, Inc.

Prime Properties of New York, Inc., filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44020) on June 28, 2013.  Prime
Properties of New York's business consists of the ownership and
operation of a property, consisting of two adjacent five-story,
residential apartment buildings, which collectively contain a
total of 55 units, 52 of which are residential units on the corner
of 10th Street and 4th Avenue, in Brooklyn.  The Debtor identified
itself to be Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B).

The Debtor's principal and its 100% shareholder, Nick Gordon,
managed the Property until March 2011, when management of the
Property was taken over by a receiver.  Prior to the Receiver's
appointment, there were well documented disputes between Nick
Gordon and the tenants with respect to the maintenance and upkeep
of the Property.

Bankruptcy Judge Hon. Carla E. Craig oversees the case.  M. David
Graubard, Esq., at Kera & Graubard, in New York, serves as counsel
to the Debtor.  The Debtor estimated up to $12 million in assets
and up to $8.5 million in liabilities.  An affiliate, 234 8th St.
Corp., sought Chapter 11 protection (Case No. 13-42244) on the
March 14, 2013.

Prime Properties of New York, Inc., also sought Chapter 11
protection (Bankr. E.D.N.Y. Case No. 09-46912) on Aug. 12, 2009.
In October 2010, Bankruptcy Judge Joel B. Rosenthal granted the
request by JP Morgan Chase Bank, N.A., to lift the automatic stay
to foreclose on the Debtor's property.  Judge Rosenthal denied the
Debtor's bid to sell the property, free and clear of liens.

In the 2013 case, Prime Properties of New York filed a plan of
reorganization providing for the payment of all administrative
claims and priority claims in full upon confirmation.  The Plan
also offers to pay general unsecured creditors 100% of their
claims, from a fund that will be established by the Debtor for the
purpose of implementing the Plan.  A full-text copy of the
Disclosure Statement dated Sept. 18, 2013, is available for free
at http://bankrupt.com/misc/PRIMEds0918.pdf

Attorneys for FTBK Investor II LLC, as Trustee for NY Brooklyn
Investor II Trust 19, are:

     Jerold C. Feuerstein, Esq.
     Jason S. Leibowitz, Esq.
     KRISS & FEUERSTEIN LLP
     360 Lexington Avenue, Suite 1200
     New York, NY 10017
     Tel: (212) 661-2900
     E-mail: jfeuerstein@kandfllp.com
             jleibowitz@kandfllp.com

Attorney for Nicholas Gordon may be reached at:

   Scott S. Markowitz, Esq.
   TARTER KRINSKY & DROGIN LLP
   1350 Broadway
   New York, NY 10018
   Telephone: (212) 216-8005
   E-mail: smarkowitz@tarterkrinsky.com


QCA HEALTH: A.M. Best Hikes Finc'l. Strength Rating From 'B(fair)'
------------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B++
(Good) from B (Fair) and the issuer credit rating to "bbb" from
"bb" of QCA Health Plan, Inc. (QCA)(Little Rock, AR).  The outlook
for both ratings has been revised to stable from negative.

The rating upgrades reflect the completion of the acquisition of
QualChoice Holdings, Incorporated, the parent company of QCA and
QualChoice Life and Health Insurance Company, Inc. by Catholic
Health Initiatives (CHI).  QCA is expected to benefit from this
integration by creating opportunities for product and market
expansions based on CHI's vast health care network.

Additionally, the ratings acknowledge the explicit financial
support from QCA's ultimate parent company, CHI, which has already
infused capital totaling $10 million into QCA -- $2 million in the
latter part of 2013 and an additional $8 million in May 2014.

The revised outlook is based on A.M. Best's expectation that the
organization will continue to improve its operating performance
and maintain sound balance sheet strength in the near-to-medium
term.

Offsetting these positive rating factors are the ongoing
challenges QCA faces to sustain earnings and premium growth
operating in a significantly price sensitive health insurance
marketplace.  Additionally, the company experienced another year
of declining membership, adding pressure to premium growth;
however, QCA is forecasting growth in 2014 and subsequent years.
A.M. Best is concerned with the additional pressure on margins
that this growth may cause and will continue to monitor the
company's operating results and strategic plans going forward.

One of nation's largest nonprofit health systems, Englewood, CO-
based CHI operates in 18 states and comprises 89 hospitals,
including St. Vincent Health System in Little Rock.  St. Vincent
has been a participant in the provider network of QCA since its
inception and an investor since 1999.

A.M. Best believes QCA is well positioned at its current rating
level. Future negative rating actions could occur if QCA continues
to report significant deterioration in operating performance
and/or a significant decline in its risk-adjusted capitalization.
Also, the ratings could be impacted by changes and/or stoppage in
capital support from its ultimate parent beyond A.M. Best's
guidelines and/or any material changes in the financial condition
of CHI.


RECOMM WIRELESS: Sues Rose Snyder Over $2.9M Tax Refund
-------------------------------------------------------
Law360 reported that the owner of a chain of wireless retail
stores sued Los Angeles-based accounting firm Rose Snyder & Jacobs
LLC over the firm's alleged bad advice and intentional misguidance
on a $3 million tax refund and Chapter 11 bankruptcy filing.

According to the report, Bernard "Skip" Kozacik said Rose Snyder
and one of its accountants, Alan Kazden, intentionally misled him
about Recomm Wireless's eligibility for a huge telecommunications
tax refund.


RECONROBOTICS INC: Wants Involuntary Chapter 11 Petition Denied
---------------------------------------------------------------
ReconRobotics, Inc., asked the Bankruptcy Court on May 16, 2014,
to dismiss the involuntary petition filed by Kent Hann, DK, Inc.,
River Star, Inc. and RiverBend Electronics, Ltd.; and that it be
awarded its costs, attorney fees and damages incurred as the
result of the filing of the petition.

The Debtor explained that it is generally paying its undisputed
debts to the Petitioning Creditors and other significant creditors
of the Debtor as they come due under applicable agreements with
the creditors.

On April 23, Judge Kathleen H. Sanberg fixed May 23 as the
deadline for filing and serving response to the involuntary
petition, pursuant to a stipulation between the Debtor and the
Petitioning Creditors.

Col. Kent Hann, USA, Ret., DK, Inc., RiverStar, Inc., and
RiverBend Electronics, Inc., filed for Involuntary Petition
against Edina, Minnesota-based ReconRobotics, Inc., (Bankr. D.
Minn. Case No. 14-41405) on April 1, 2014.  Bankruptcy Judge
Kathleen H. Sanberg presides over the case.  The petitioners are
represented by:

         Christopher A. Camardello, Esq.
         WINTHROP & WEINSTINE, P.A.
         225 South Sixth St, Suite 3500
         Minneapolis, MN 55402-4629
         Tel: (612) 604-6649
         E-mail: ccamardello@winthrop.com


REFCO PUBLIC: Hires Alston & Bird as Bankruptcy Counsel
-------------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Alston & Bird LLP as bankruptcy
counsel to render the following professional services:

   (a) to prepare all necessary petitions, motions, applications,
       orders, reports, and papers necessary to commence this
       case;

   (b) to advise the Fund of its rights, powers, and duties under
       the Bankruptcy Code;

   (c) to prepare motions, applications, answers, orders, reports,
       and papers in connection with the administration of the
       Fund's estate;

   (d) to take action to protect and preserve the Fund's estate,
       including the prosecution of actions on the Fund's behalf,
       the defense of actions commenced against the Fund in the
       case, the negotiation of disputes in which the Fund are
       involved, and the preparation of objections to claims and
       interests filed against the Fund;

   (e) to prepare the Fund's disclosure statement and any related
       motions, pleadings, or other documents necessary to solicit
       votes on the Fund's plan of liquidation;

   (f) to prepare the Fund's plan of liquidation;

   (g) to prosecute on behalf of the Fund, the plan of liquidation
       and seeking approval of all transactions contemplated
       therein and in any amendments thereto; and

   (h) to perform all other necessary legal services in connection
       with the case.

The principal professionals and paraprofessionals designated to
represent the Fund and their current hourly rates are as follows:

     Dennis J. Connolly           $950
     William S. Sugden            $655
     Suzanne N. Boyd              $480

The firm will also be reimbursed for any necessary out-of-pocket
expenses.  Prior to the Petition Date, the Fund paid A&B a total
retainer of $15,000 in connection with and in contemplation of the
case.  In addition to the Retainer, A&B has received $270,870 from
the Fund in the 90 days preceding the Petition Date for other
prepetition services provided to the Fund.

William S. Sugden, Esq., a partner of Alston & Bird LLP, in
Atlanta, Georgia, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Mr. Sugden, however, discloses
that A&B has acted and continues to act as U.S. counsel to the
liquidation committee appointed in the SPhinX Group liquidations
in the Cayman Islands, as well as U.S. counsel to the Scheme
Committee, which is a subcommittee of the Liquidation Committee
appointed under a scheme of arrangement to address third-party
litigation brought by the liquidators of the SPhinX Group.  The
Fund is a member of both the Liquidation Committee and the Scheme
Committee.

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


REFCO PUBLIC: Employs Richards Layton as Bankruptcy Counsel
-----------------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Richards, Layton & Finger, P.A., as
its bankruptcy counsel to render the following professional
services:

   (a) to prepare all necessary petitions, motions, applications,
       orders, reports, and papers necessary to commence the
       Chapter 11 Case;

   (b) to advise the Fund of its rights, powers and duties under
       Chapter 11 of the Bankruptcy Code;

   (c) to prepare on behalf of the Fund all motions, applications,
       answers, orders, reports, and papers in connection with the
       administration of the Fund's estate;

   (d) to take action to protect and preserve the Fund's estate,
       including the prosecution of actions on the Fund's behalf,
       the defense of actions commenced against the Fund in the
       Chapter 11 Case, the negotiation of disputes in which the
       Fund is involved, and the preparation of objections to
       claims filed against the Fund;

   (e) to assist the Fund with the sale of any of its assets
       pursuant to section 363 of the Bankruptcy Code;

   (f) to prepare or assist with the Fund's disclosure statement
       and any related motions, pleadings, or other documents
       necessary to solicit votes on the Fund's plan of
       reorganization;

   (g) to prepare or assist with the Fund's plan of
       reorganization;

   (h) to prosecute on behalf of the Fund, any proposed Chapter 11
       plan and seeking approval of all transactions contemplated
       therein and in any amendments thereto; and

   (i) to perform all other necessary legal services in connection
       with the Chapter 11 Case.

The principal professionals and paraprofessionals designated to
represent the Fund and their current standard hourly rates are as
follows:

     Russell C. Silberglied          $700
     Paul N. Heath                   $625
     Amanda R. Steele                $390
     Shawna C. Bray                  $250
     Lindsey A. Edinger              $225

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Prior to the Petition Date, the Fund paid RL&F a total retainer of
$186,623 in connection with and in contemplation of the Fund's
Chapter 11 Case.

Mr. Silberglied, a director of the firm of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.  Mr. Silberglied,
however, discloses that his firm represented MAA, LLC, the state
court appointed liquidating trustee of the Fund in the Delaware
Chancery Court, beginning in September 13, 2006.  Prior to the
Petition Date, on February 20, 2014, RL&F resigned as counsel to
the Liquidating Trustee and was retained by the Fund to be its
bankruptcy counsel in this Chapter 11 Case.  RL&F believes that
there is no conflict between the engagements, and in fact that the
engagements are entirely consistent and only of technical
distinction.

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


REFCO PUBLIC: Taps Maples and Calder as Cayman Islands Counsel
--------------------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Maples and Calder as Cayman Islands
counsel.

Specifically, Maples and Calder will render the following
professional services:

   * provide legal services in connection with the SPhinX
     Liquidation; and

   * provide legal services which are reasonably necessary and
     appropriate to advise and assist the Fund with matters of
     Cayman Islands law affecting the Fund, including, without
     limitation, in connection with the Chapter 11 case and the
     SPhinX Liquidation.

In addition, in connection with the legal services provided to the
Fund in the SPhinX Liquidation, Maples and Calder has engaged
Felicity Toube QC and Stephen Robins as barristers to assist it in
its representation of the Fund in the Grand Court.

Maples and Calder's current hourly billing rates are as follows:

     Partners/Consultants                   $865-$990
     Associates                             $475-$740
     Paralegals/Articled Clerks             $235-$425

Aristotelis Alexandros Galatopoulos, Esq., a partner of Maples and
Calder, in Cayman Islands, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The firm may be reached at:

         Aristotelis Alexandros Galatopoulos, Esq.
         MAPLES AND CALDER
         Ugland House, South Church Street
         Grand Cayman KY1-1104, Cayman Islands
         Email: aristos.galatopoulos@maplesandcalder.com

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


REFCO PUBLIC: Wants Court to Establish Claims Bar Date
------------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, asks the U.S. Bankruptcy Court for the District of
Delaware to set the "voting deadline" (as the term is defined in
the solicitation procedures motion) as the bar date for any holder
of a "claim" to file a proof of claim against the Fund and any
holder of an interest.

The Fund asks that the Regular Bar Date be used to establish as
cap on the amount of the number and fix the class of the units the
investor can assert it holds in the Fund, rather than acting as an
ordinary "bar date."

The Fund also asks that the Court set a deadline of Nov. 9, 2014,
as the deadline for any governmental unit to file a proof of
claim.

                     About Refco Public Commodity

Refco Public Commodity Pool, L.P., also known as S&P Managed
Futures Index Fund, L.P., is a fund that was formed in May 2003 to
make investments that substantially track the performance of the
Standard & Poor's Managed Futures Index.  It did this by investing
substantially all of its assets in SPhinX Managed Futures Fund,
SPC, a Cayman Islands domiciled segregated portfolio company.
RefcoFund Holdings, LLC was the general partner of the Fund.

Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014.
Daniel F. Dooley signed the petition as managing member of MAA,
LLC.  The Debtor estimated assets of $17 million and debt of $0.

The case is assigned to Judge Brendan Linehan Shannon.  Alston &
Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel.
Richards, Layton & Finger, in Delaware, acts as local counsel.
Morris Anderson & Associates, Ltd., is the Debtor's financial
advisor, and Maples & Calder serves as the Debtor's Cayman Islands
counsel.


REVSTONE INDUSTRIES: Unit Slams GM's Pursuit Of Post-Asset Sale
---------------------------------------------------------------
Law360 reported that a unit of bankrupt Revstone Industries LLC
fought back against a $10 million collection attempt by General
Motors LLC, saying it doesn't owe the automaker anything after
selling its assets, according to court papers filed in Delaware
bankruptcy court.

TPOP LLC, formerly known as Metavation LLC, said GM had no right
to come after it for the funds because the Detroit auto company
had taken its profits in the asset sale, the report cited an
objection to GM's motion to compel payment.  The unit, which is
itself in bankruptcy, handed its assets over to GM for the sale,
and that should have been the end of TPOP's obligations, it said
in its motion, the report related.

"In short, GM received its benefit under the sales support
agreement, the sale of the debtor's assets," TPOP argued in its
objection, the report further related.  "The harm to the debtor's
estate would be far greater by requiring the debtor to pay a claim
that is invalid or at best substantially overstated," the report
added.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


RICHMOND VALLEY: First Amended Reorganization Plan Confirmed
------------------------------------------------------------
U.S. Bankruptcy Judge Carla E. Craig has confirmed Richmond Valley
Plaza LLC and its affiliates' First Amended Joint Plan of
Reorganization dated Apr. 21, 2014.

The Debtors have demonstrated that, upon closing of the Lot 80
Sale and the CCRE Refinancing, as well as the contributions from
the Debtors' Partners contemplated by the Plan, they will have
sufficient cash with which to make all of the payments required to
be made on the Effective Date.  The Funding Agent will be able to
make all of the payments required pursuant to the Plan and,
therefore, confirmation of the Plan is not likely to be followed
by liquidation or the need for further reorganization.

In summary, under the Plan and in accordance with the Plan Support
Agreement, the Debtors propose the following: (i) Debtor TM will
sell its real property known as Block 7580, Lot 80, on the tax map
or Richmond County, New York, to a third party purchaser, Lot 80,
LLC, or its designee, in the gross amount of $7.5 million, free
and clear of all Claims, Liens, charges, interests and
encumbrances, without recourse to the Debtor TM, and upon closing
of the Lot 80 Sale will satisfy all Governmental Authority Lien
Claims directly from the proceeds of the Lot 80 Sale; (ii) the
Debtors RVP, EB and AET, either directly or through a nominee of
and/or successor in interest to the Debtors, will enter into a
refinancing agreement on the real property known as Block 7580,
Lots, 1, 3 & 5 with Cantor Real Estate Lending, L.P. ("CCRE"), in
the gross amount of $8 million, and upon closing of the CCRE
Refinancing will satisfy all Governmental Authority Lien Claims
directly from the loan proceeds; and (iii) the Debtors' Partners
shall contribute, without recourse to the Debtors, any additional
funds necessary to satisfy the Secured Lender Settlement Amount in
full, as well as any other plan funding requirements
(collectively, the "Plan Funding").  Upon receipt of the Secured
Lender Settlement Amount, the Secured Lender shall release the
Debtors and the Individual Guarantors from the Claims (as defined
in the Plan Support Agreement).

The Debtors shall fund the distributions to creditors under the
Plan, including:

   (a) payment to TD Bank in full satisfaction of its Allowed
       Secured Claims and any unsecured deficiency or Guaranty
       claims that may be asserted against the Debtors or the
       Individual Guarantors (approx. $14.8 million);

   (b) the fees of the Debtors' attorneys (approx. $400,000); and

   (c) an approximate 44% distribution to holders of Allowed
       Unsecured Claims (approx. $100,000, payable in two yearly
       installments commencing on the second anniversary of the
       Effective Date to be paid annually thereafter on a pro rata
       basis).

All Governmental Authority Lien Claims will be satisfied directly
from the proceeds of the Lot 80 Sale and the CCRE Refinancing upon
closing.

As provided in the Plan, Administrative Claims, Priority Tax
Claims, Professional Fee Claims and Other Unclassified Claims have
not been classified and are excluded from the following Classes in
accordance with Section 1123(a)(1) of the Bankruptcy Code,
however, the Debtors intend to satisfy all such claims, in full,
upon the Effective Date.

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

          http://bankrupt.com/misc/TMREAL_122_99_1ds.pdf

                 About Richmond Valley Plaza LLC

Richmond Valley Plaza LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44040) on June 28, 2013 in
Brooklyn, New York.  Yann Geron, Esq. and Kathleen Aiello, Esq.,
of Fox Rothschild LLP, serve as counsel to the Debtor.  The Debtor
estimated up to $8,400,000 in assets and up to $6,517,934 in
liabilities.  Affiliates, A.E.T. Realty Holding Corp., (Case No.
13-44043) and E.B. Realty Holding Corp (Case No. 13-44047) sought
Chapter 11 protections on the same day.

TM Real Estate Holding LLC a/k/a T.M. Realty Holding Corp., filed
a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44046) on
June 28, 2013.  The Debtor scheduled assets of $10,900,000 and
liabilities of $10,497,264.  The petition was signed by John Noce,
manager.

The Debtors' cases are being jointly administered pursuant to an
order of the Court, dated Aug. 8, 2013 [ECF No. 25].


RIVIERA HOLDINGS: Net Loss Narrows to $2.28 Million in 2014 Q1
--------------------------------------------------------------
Riviera Holdings Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended March 31, 2014.

Riviera Holdings said total revenues were higher during the
period. It posted total revenues of $23,214,000 for the first
quarter compared to $16,491,000 for the same period in 2013.  Its
net loss narrowed to $2,282,000 for the first quarter from
$7,549,000 for the same period in 2013.

Riviera Holdings said total assets were $206,485,000 against total
liabilities of $123,189,000 at March 31, 2014.

The Company had $21.7 million in cash and cash equivalents and
$39.3 million in restricted cash as of March 31, 2014.

The Company noted that effective April 1, 2011, it had the ability
to draw up to $10 million against its Working Capital Facility.
However, due to a default under its Series A Credit Agreement and
the Series B Credit Agreement, the Company does not currently have
the ability to draw any additional funds under the Working Capital
Facility until such time as the default is cured or waived.

The lenders under the Series A Credit Agreement and Series B
Credit Agreement also hold 100% of the Company's Class B Non-
Voting Common Stock.  As a result of the default, the Required
Lenders (as defined in the Series A Credit Agreement and the
Series B Credit Agreement, respectively) have the ability to
increase the interest accruing on amounts owed under the Series A
Credit Agreement and the Series B Credit Agreement, respectively.

The Company said, "An increase in the interest rate would
negatively affect our available cash and results from operations.
Further, the Required Lenders and administrative agent under the
Series A Credit Agreement and the Series B Credit Agreement,
respectively, have the right to accelerate repayment of all
amounts owed under each of the agreements and require us to repay
such amounts immediately. We do not currently have sufficient
funds to repay the Series A and Series B debt. Repaying these
amounts and covering our operating losses will require additional
cash, which may include the issuance of additional equity, debt
financing and/or capital contributions from stockholders, if
available to us. There can be no assurance that we will be
successful in obtaining additional capital resources. The
inability to obtain additional capital will restrict our ability
to grow and inhibit our ability to continue to conduct business
operations. Any additional equity financing may result in
substantial dilution to our then existing stockholders. We do not
provide any guarantees or assurances that the Company will have
ample liquidity and capital resources to meet future financial
obligations."

The Company also said: "If repayment of the indebtedness under our
Series A Credit Agreement and Series B Credit Agreement were
accelerated, we do not believe the Company has sufficient
liquidity and capital resources to meet both debt service and
normal operating expenditures. Pursuant to the terms of the
Forbearance Agreement . . . the Required Lenders have agreed to
forbear from exercising their remedies under the Series A Credit
Agreement and the Series B Credit Agreement arising out of the
default for a period up to and including July 31, 2014."

Riviera Holdings also noted that subsequent to its emergence from
bankruptcy, the Company has generated net losses from continuing
operations before income tax benefits of $2.3 million, $26.8
million, $56.6 million and $19.3 million for the three months
ended March 31, 2014, and the years ended December 31, 2013 and
2012 and for the period April 1, 2011 through December 31, 2011,
respectively, and has an accumulated deficit of $73.5 million at
March 31, 2014. The Company has cash and cash equivalents of $21.7
million and a net working-capital deficit of $34.9 million at
March 31, 2014. The net working-capital deficit includes $50.0
million of the Company's Series A Credit Agreement and $34.4
million of the Company's Series B Credit Agreement, both of which
are classified as currently payable due to the defaults.

A copy of the Company's First Quarter report is available at
http://is.gd/YgyYlu

As reported by the Troubled Company Reporter, the default raises
substantial doubt about the Company's ability to continue as a
going concern, according to Ernst & Young LLP, in Las Vegas,
Nevada, the Company's outside auditor, in its March 31, 2014 audit
report.

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located on Las Vegas Boulevard in Las Vegas, Nevada.
Riviera Hotel & Casino, which opened in 1955, has a long-standing
reputation for delivering traditional Las Vegas-style gaming,
entertainment and other amenities.

On July 12, 2010, RHC, ROC and the Riviera Black Hawk casino filed
petitions for relief under the provisions of Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy
Court for the District of Nevada.  On Nov. 17, 2010, the
Bankruptcy Court entered a written order confirming the Debtors'
Second Amended Joint Plan of Reorganization. On December 1, 2010,
the Plan became effective.  On April 1, 2011, the Debtors emerged
from reorganization proceedings under the Bankruptcy Code.

Thomas H. Fell, Esq., at Gordon Silver, represented the Debtors in
the Chapter 11 cases.  XRoads Solutions Group, LLC, served as the
financial and restructuring advisor.  Garden City Group Inc.
served as the claims and notice agent.

On April 26, 2012, RHC completed the sale of Riviera Black Hawk
casino to Monarch Casino and Resorts, Inc., and its wholly-owned
subsidiary Monarch Growth Inc.  The Buyer purchased Riviera Black
Hawk by acquiring all of the issued and outstanding shares of
common stock of RHC's subsidiary Riviera Black Hawk.  The Buyer
paid $76 million for the stock, subject to certain post-closing
working capital adjustments.  At the closing, ROC paid or
satisfied substantially all of RBH's indebtedness (which consisted
of inter-company accounts and equipment leases) and placed $2.1
million of working capital in a restricted bank account.
Accordingly, the Company has reflected the business, including
gain on sale, as discontinued operations.

In July 2013, Moody's Investors Service downgraded Riviera
Holdings' ratings, including its Corporate Family Rating to
Caa3 from Caa2 and its Probability of Default Rating to Caa3-PD
from Caa2-PD. At the same time, Moody's downgraded Riviera's first
lien term loan and revolver to Caa2 from Caa1, its second lien
term loan to Ca from Caa3 and its Speculative Grade Liquidity
rating to SGL-4 from SGL-3. The rating outlook is negative.

The downgrade reflected Moody's view that Riviera's capital
structure is unsustainable given growing operating losses and its
inability to cover debt service and capex needs given limited
available cash balances.  Moody's at that time said that, although
the company continues to pay required interest on time, it remains
in technical default of financial covenants.


RKB GROUP: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: RKB GROUP, LLC
        15 Iris LN
        Crossville, TN 38555

Case No.: 14-04110

Chapter 11 Petition Date: May 21, 2014

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

Judge: Hon. Marian F Harrison

Debtor's Counsel: Richard Dale Bohannon, Esq.
                  DALE BOHANNON ATTORNEY
                  115 S DIXIE AVE
                  Cookeville, TN 38501
                  Tel: 931 526-7868
                  Fax: 931 528-3418
                  Email: dbohannonECF@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Raymond K Mays, chief manager.

The Debtor listed Cumberland County Bank as its largest unsecured
creditor holding a claim of $187,000.


SAGE PHYSICIAN: Trustee Targets K&L Gates In Negligence Suit
------------------------------------------------------------
Law360 reported that the trustee for a bankrupt Texas health care
company hit K&L Gates LLP with a state negligence suit, accusing
the firm and a former lawyer of helping American Physicians
Housecalls' owners monetize APH's medical referrals and cutting
the company out of the deal.

According to the report, the liquidating trustee for APH, also
known as The Sage Physician Partners Inc., claims K&L Gates and
its former attorney Indrajit Majumdar knew APH's owners improperly
rejected an offer to buy a hospice care company.  The owners, D.
Yale Sage and Kirk Short, also intended to take revenue generated
by hospice and other referrals for themselves by creating a
separate company to handle referrals, the complaint said, the
report related.

Majumdar, who is now a partner at Perkins Coie LLP, and K&L Gates
knew the owners had breached their fiduciary duties and failed to
tell APH, according to the complaint, the report further related.
Majumdar also drafted an investment memo referencing AMH's plans
to possibly provide home health, hospice and physical therapy
services itself, the report added.

The case is Shawn K. Brown v. K&L Gates LLP et al., cause number
DC-14-05088, in the District Court of Dallas County, Texas, A-14th
Judicial District.

Plano, Texas-based Sage Physician Partners, Inc., dba American
Physician Housecalls, filed for Chapter 11 bankruptcy (Bankr. E.D.
Tex. Case No. 12-41314) on May 14, 2012.  Larry A. Levick, Esq.,
and Michelle E. Shriro, Esq., at Singer & Levick, P.C., serve as
the Debtor's counsel.  In its petition, the Debtor estimated under
$50,000 in assets and $10 million to $50 million in debts.  The
petition was signed by Christopher L. McAdam, president.


SANCHEZ ENERGY: Moody's Affirms B2 CFR & B3 Sr. Unsec. Rating
-------------------------------------------------------------
Moody's Investors Service changed Sanchez Energy Corporation's
rating outlook to positive following its announcement on May 21,
2014, that it has agreed to acquire 106,000 contiguous acres in
the Eagle Ford from certain subsidiaries of Royal Dutch Shell Plc
(Shell, Aa1 stable) for $639 million. Moody's also affirmed
Sanchez's B2 Corporate Family Rating (CFR), B2-PD Probability of
Default Rating (PDR), and B3 senior unsecured note rating. The
Speculative Grade Liquidity Rating was downgraded to SGL-3 from
SGL-2 to reflect increased funding needs.

"Through this transformational acquisition near its existing Eagle
Ford footprint, Sanchez will double the size of its business from
both a production and reserves standpoint," said Sajjad Alam,
Moody's Analyst. "While the acquired position lies in the
condensate window of the Eagle Ford and won't generate the same
premium margins as Sanchez's oil dominated existing Eagle Ford
properties, these liquids-rich wells (57% liquids) should provide
substantial investment opportunities at relatively low capital
costs to continue the strong growth momentum."

Issuer: Sanchez Energy Corporation

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior Unsecured Rating, B3 (LGD5, 70%)

Ratings Downgraded:

Speculative Grade Liquidity Rating, Downgraded to SGL-3

Outlook Action

Changed Outlook to Positive from Stable

Ratings Rationale

Pro forma for the acquisition, Sanchez will have a production base
of 42,800 barrels of oil equivalent (boe) per day, proved reserves
of 119 million boe (49% oil, 24% NGLs, 51% developed) and a total
leasehold position of 226,000 net acres as of March 31, 2014.
While the proportion of liquids production is somewhere in the
55%-60% range in the acquired assets, the transaction builds size
and scale in an area of the Eagle Ford that has established
infrastructure, takeaway capacity and water handling facilities.
The company has not specified the exact amount of debt it will use
for the acquisition. However, even if the transaction is financed
entirely with debt, leverage metrics in term of average daily
production and proved developed reserves, will remain largely
unchanged in 2014 and in fact improve in 2015 relative to Moody's
prior estimates. The company has secured committed financing from
its bank group and expects to close the transaction by the end of
June.

Shell did not drill any new wells in the acquired acreage in 2014
and has been harvesting cash from 176 producing wells. However,
Sanchez will be able to quickly bring 22 wells that were drilled
by Shell but not completed and another 27 wells that were only
drilled to the surface casing points, to production with
relatively low capital investments. Sanchez believes if it drills
about 50 wells per year with 2-3 rigs, it will be able to hold all
of the acquired leases. Only after Sanchez has drilled many wells
in the acquired properties, Moody's will have a better
understanding of the potential of this asset and its long term
impact on Sanchez's credit profile.

The B2 CFR is underpinned by Sanchez's oil-weighted asset base and
strong cash margins, meaningful leasehold acreage in one of the
largest and most active unconventional resource plays in the US,
improving operational performance notwithstanding its short
operating history, and visible production and reserves growth
trajectory. Sanchez's ratings are restrained by its limited scale,
early stage and concentrated upstream operations in the Eagle Ford
Shale, high leverage in terms of average daily production and PD
reserves, acquisition driven growth strategy, and large
anticipated capital spending program through 2015 that entails
execution and funding risks and involves significant drilling for
lease retention.

Sanchez's $600 million senior unsecured notes are rated B3. The
senior secured borrowing base revolving credit facility has first-
lien claims to substantially all of Sanchez's assets. Given the
priority claim and relatively significant size of the secured
revolver in the capital structure, the unsecured notes are rated
one notch below the B2 CFR under Moody's Loss Given Default
Methodology. If Sanchez uses all first-lien bank financing to
close this acquisition, there is risk that the notes could be
double notched from the CFR.

The company should have adequate liquidity to cover its cash
requirements through mid-2015 which is reflected in the SGL-3
rating. Given its ambitious capital budget of $840-$900 million
for 2014, the company will have to rely on its revolving credit
facility to cover the projected funding gap in the range of $300-
$400 million. Sanchez has a $325 million committed revolving
credit facility (borrowing base $400 million), which was undrawn
at March 31, 2014. Moody's expect a bump to the borrowing base
from this acquisition and expect it to grow over time as the
company adds more reserves which should provide more liquidity
cushion.

The positive outlook reflects Moody's belief that Sanchez will be
able to successfully integrate these assets alongside its other
recently acquired assets and then grow production and reserves
without increasing leverage. Moody's would consider an upgrade if
Sanchez can sustain production in excess of 40,000 boe/day, hold
the debt to average daily production ratio below $35,000 per boe
and maintain an RCF/debt ratio above 35% on a sustained basis.
Accelerated capital spending leading to weak liquidity could
prompt a downgrade. A material increase in leverage could also
trigger a negative rating action; more specifically, if the debt
to average daily production ratio remains above $45,000 per boe
over a protracted period, a downgrade is likely.

Sanchez Energy Corporation is an independent oil and gas
exploration and production company focused on the Eagle Ford Shale
in South Texas.


SANCHEZ ENERGY: S&P Affirms 'B' CCR on Acquisition
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and 'B-' senior unsecured ratings on Houston-based
exploration and production (E&P) company Sanchez Energy Corp.
following the announcement that it will acquire Eagle Ford Shale
region assets for $639 million from subsidiaries of Royal Dutch
Shell PLC.

At the same time, S&P revised the outlook to positive from stable
to reflect its assessment of the company's improving business risk
following the acquisition and potential for an upgrade within the
next 12 months.

"The ratings affirmation and positive outlook reflect the benefits
to scale and asset diversity the acquisition brings to Sanchez,
which should roughly double reserves and production," said
Standard & Poor's credit analyst Paul Harvey.

The ratings on Sanchez Energy Corp. reflect S&P's view of the
company's "weak" business risk, "aggressive" financial risk, and
"adequate" liquidity.  The ratings incorporate Sanchez's limited
scale of operations, short proved developed reserve life, and
continued cash flow deficits in 2014 and 2015 as per S&P's
forecast.  Ratings also reflect improving asset diversity, solid
financial measures, and expectations for continued strong growth
in reserves and production.

The positive outlook reflects S&P's expectation that it could
upgrade Sanchez within the next 12 months if the company continues
to execute its drilling program in Eagle Ford such that reserves
approach 170 mmboe, the average reserve size of the 'B+' peer
group, while maintaining adequate liquidity and FFO to debt in
excess of 25%.

S&P could revise the outlook to stable if the company's operating
performance is weaker than expected and reserves fail to grow
materially.  In addition, S&P could revise the outlook to stable
if Sanchez adopts a more aggressive financial policy such that FFO
to debt falls below 20% and debt to EBITDA exceeds 4x, likely
through aggressive acquisitions or capital spending that raises
debt levels without commensurate cash flows.  Alternatively, this
could occur if Sanchez falls short of production targets and crude
oil and gas prices fall below $80 per barrel and $3.50 per million
cubic feet, respectively.


SHILO INN: California Bank Opposes Plan Outline Approval
--------------------------------------------------------
California Bank & Trust complains that Shilo Inn, Twin Falls, LLC,
et al., have failed to supplement the Disclosure Statement
explaining their Reorganization Plan or make any substantive
changes, rendering the Disclosure Statement inadequate.

Under the proposed Plan, the Debtors attempt to modify the loans
and pay the debt owed to CB&T over a 10-year period with large
balloon payments at the end of the term.

"However, the Debtors' properties are significantly over
encumbered, and the Debtors have not shown that they will have
sufficient cash on hand or future cash flow to service these debts
and continue operating the Hotels," CB&T argues.  "The Debtors'
own financial reports do not support the Debtors' (now outdated)
projected budgets, and there is no evidence that the Debtors will
be able to refinance or sell the Hotels in ten years at a price
sufficient to make the required balloon payments."

Without a realistic plan to pay creditors in full, the Debtors
will almost certainly default again, CB&T says.  Accordingly, CB&T
asks the Court to deny approval of the Disclosure Statement.

In separate papers dated May 1, 2014, the Debtors filed a reply to
CB&T's objection, asserting that CB&T is demanding revisions to
include unnecessary information, and erroneously alleges that the
Plan is unconfirmable.  The Debtors ask the Court to (i) overrule
the Objection, (ii) allow them to amend the Plan and Disclosure
Statement, and (iii) set a briefing schedule with at least 60 days
for the Debtors to file an amended Plan and Disclosure Statement.

The Debtors also ask the Court to strike CB&T's exhibits and not
consider them at all in connection with the Disclosure Statement
hearing.

Shortly thereafter, CB&T filed with the Court an amended objection
-- which basically reiterates the Bank's complaint of inadequate
information and where certain exhibits were attached.  A copy of
CB&T's amended objection is available for free at:

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

California Bank & Trust is represented by:

          BRYAN CAVE LLP
          H. Mark Mersel, Esq.
          Kerry Moynihan, Esq.
          3161 Michelson Drive, Suite 1500
          Irvine, California 92612-4414
          Tel: (949) 223-7000
          Fax: (949) 223-7100
          E-Mail: mark.mersel@bryancave.com
                  kerry.moynihan@bryancave.com

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SKYLINE MANOR: Has Interim Nod to Use Cash Collateral Until May 30
------------------------------------------------------------------
Skyline Manor, Inc., sought and obtained interim authorization
from the Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for
the District of Nebraska to use cash collateral nunc pro tunc to
the Petition Date, through May 30, 2014.

As adequate protection for its interest in the Cash Collateral, to
the extent the Cash Collateral is diminished, secured creditor
Oxford Finance, LLC, is granted a valid, enforceable, perfected
and continuing security interest in and lien upon all post-
petition assets of the Debtor of the same type and to the same
extent and validity as secured the Debtor's indebtedness to Oxford
prior to the Petition Date.  The priority of the Adequate
Protection Liens upon the post-petition collateral will be the
same priority as exists in and upon the pre-petition collateral.

Loans provided under the Pre-Petition Credit Agreements by Oxford
are allegedly secured by first priority liens on and security
interests in all of the Debtor's property and assets.  Oxford
asserts that the proceeds of Oxford's loan and the proceeds
received from pre-petition collateral are cash collateral.  Prior
to, on and after the Petition Date, the Debtor has received and
collected, and continues to receive and collect, cash proceeds
from the pre-petition collateral which has not been remitted to
Oxford, and which constitutes Cash Collateral of Oxford.

On May 16, 2014, the Debtor sought court authorization to use cash
collateral, saying that it needs to pay its payroll, trade
vendors, and other monthly expenses as they become due.  The use
of Cash Collateral, according to the Debtor, would ensure the
continued care of Debtor's residents and allow Debtor to operate
its retirement community.

On May 15, 2104, Oxford filed an emergency motion to prohibit the
use of cash collateral.  Oxford, among other things, did not like
the form in which the proposed budget appeared.  Oxford complained
that Debtor has not "provided any explanation for the proposed
adequate protection payment to Oxford in the budget."  Patrick R.
Turner, Esq., at Stinson Leonard Street LLP, the attorney for the
Debtor said in its May 16 court filing that the Debtor is
proposing to pay Oxford cash, and that Oxford sits on an equity
cushion of somewhere between $6.5 and $14 million dollars.

On May 17, 2014, Oxford filed an objection to the use of cash
collateral, saying that the Debtor asserts that Oxford is not
entitled to adequate protection because it is over-secured by
between $6.5 million and $14 million based upon an appraisal
conducted in July 2013.  Oxford was provided an
appraisal in January 2014 that, based upon the information
provided by the Debtor, valued the Debtor's assets at
$11.6 million.

A final hearing on the Debtor's cash collateral motion and any
timely filed objections to the court order will be held upon
further order of the Court.

Oxford is represented by:

      Paige E. Barr, Esq.
      Kenneth J. Ottaviano, Esq.
      Katten Muchin Rosenman LLP
      525 West Monroe Street
      Chicago, Illinois 60661
      Tel: (312) 902-5200
      Fax: (312) 902-1061
      E-mail: Kenneth.Ottaviano@kattenlaw.com
              Paige.Barr@kattenlaw.com

                  and

      Jeffrey J. Blumel, Esq.
      Robert M. Schartz, Esq.
      Ryan M. Kunhart, Esq.
      Abrahams Kaslow & Cassman LLP
      8712 West Dodge Road, Suite 300
      Omaha, NE 68114
      Tel: (402) 392-1250
      Fax: (402) 392-0816
      E-mail: jblumel@akclaw.com
              rschartz@akclaw.com
              rt@akclaw.com

                        About Skyline Manor

Skyline Manor, Inc., operates a retirement community in Omaha.
The facility offers apartments, assisted-living units, skilled
nursing beds and hospice care.

Skyline Manor filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 14-80934) on May 8, 2014.  The petition
was signed by John W. Bartle as chief restructuring officer.
Judge Thomas L. Saladino presides over the case.

The Debtor estimated assets of at least $10 million and
liabilities between $10 million to $50 million.


SMHC LLC: Has Until June 6 to File Plan and Disclosure Statement
----------------------------------------------------------------
The Bankruptcy Court, according to SMHC LLC's case docket,
established June 6, 2014, as the deadline for SMHC LLC to file a
combined chapter 11 plan and Disclosure Statement.

The Court also set July 22 as the deadline to submit ballots
accepting or rejecting the plan; and to file objections to
disclosure and confirmation of plan.  A confirmation hearing will
be held on July 29, at 10:30 a.m.

                          About SMHC LLC

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. 14-45579 (E.D. Mich.).  The
case is assigned to Judge Marci B. McIvor.  The Debtor's counsel
is Jason W. Bank, Esq., at Kerr, Russell and Weber, PLC, in
Detroit, Michigan; and Daniel G. Byrne, Esq., at Kerr, Russell and
Weber, PLC, in Detroit, Michigan.

SMHC LLC, filed on April 15, 2014, with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,269,557
  B. Personal Property              $137,961
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,211,672
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                                $0
                                 -----------      -----------
        Total                    $14,407,518      $18,211,672

A copy of the schedules is available for free at
http://bankrupt.com/misc/SMHCLLC_31_sal.pdf

The Court had directed the Debtor to file its schedules of assets
and liabilities, statements of financial affairs and attorney
disclosure statement by April 22.


SMHC LLC: Kerr Russell Approved as Bankruptcy Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
according to SMHC LLC's case docket, authorized the Debtor to
employ Kerr, Russell and Weber, PLC as counsel.

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. 14-45579 (E.D. Mich.).  The
case is assigned to Judge Marci B. McIvor.  The Debtor's counsel
is Jason W. Bank, Esq., at Kerr, Russell and Weber, PLC, in
Detroit, Michigan; and Daniel G. Byrne, Esq., at Kerr, Russell and
Weber, PLC, in Detroit, Michigan.

The Debtor disclosed $14,407,518 in assets and $18,211,672 in
liabilities as of the Chapter 11 filing.


SSS PARTNERSHIP: 9889 West Peoria Ave. Asset to be Sold on June 3
-----------------------------------------------------------------
Craig K. Williams, Esq., as agent for trustee U.S. Bank National
Association, under a certain Second Amended Indenture dated
February 2005, for the benefit of the SBA and holders of the BLX
Funding Trust I Notes, will sell the collateral of SSS
Partnership, as debtor/trustor, under a Deed of Trust to the
highest qualified bidder in public on June 3, 2014, 1:30 p.m.

The collateral consists of a real estate asset known as 9889 West
Peoria Avenue, Peoria, AZ, and all fixtures, equipment, inventory
furnishings and personal property related to the Real Estate
Asset.

The sale will be held at the law offices of Snell & Wilmer L.L.P.,
at One Arizona Center, 400 East Van Buren, 19th Floor, in Phoenix,
Arizona.

The successful bidder shall have until 5:00 p.m. (Arizona time) on
June 4, 2014, to pay the entire purchase price at the public sale.


SRKO FAMILY: Informal Mechanics Lienholder Committee Files Plan
---------------------------------------------------------------
The informal mechanics lienholder committee of The SRKO Family
Limited Partnership filed its plan of reorganization, as amended,
dated May 20, 2014, and accompanying disclosure statement, dated
May 21, 2014.

A copy of the disclosure statement is available for free at:

         http://bankrupt.com/misc/SRKOFAMILY_1101_ds.pdf

The Committee consists of G.E. Johnson Construction Company,
Stresscon Corp., Mech-One, Inc., Olson Plumbing and Heating
Company, Rial Heating and Air Conditioning, Inc., E Light Electric
Services, Inc., and Bible Electric, Inc.

Since filing bankruptcy, substantially all of the other assets of
the Debtor have been liquidated, leaving only its Colorado
Crossing real estate development project in Colorado Springs.  The
Plan calls for the vesting of the Colorado Crossing project,
together with related contracts, leases, permits, licenses, and
development rights, and any other assets, in the Debtor, which
will be reorganized and reconstituted as provided for the Plan.
The existing limited and general partnership interests in the
Debtor will be canceled; and Reorganized SRKO will be owned by
certain classes of creditors of SRKO and the Jannie Richardson
bankruptcy estate.  Reorganized SRKO will proceed with the
development of the Colorado Crossing project.  Net proceeds from
the Colorado Crossing project will be used to satisfy the allowed
claims of the vacant lienholders, the exit loan, to satisfy any
assumed liabilities, and to redeem the preferred equity issue
pursuant to the exit interest purchase agreements and any exit
interest subscription agreements.  All remaining proceeds will be
distributed to the holders of the Common Equity in the Reorganized
SRKO.

Reorganized SRKO will be capitalized with an exit loan in the
amount of $4 million and preferred equity of an additional
$4 million to be provided by United Contractors' Capital, LLC, an
entity formed by some of the members of the Committee and their
Affiliates, for the purpose of providing financing to Reorganized
SRKO.  Certain creditors will be given the opportunity to
subscribe to additional preferred equity in Reorganized SRKO.  The
Exit Loan and preferred equity must be repaid in full, before any
funds will be available for distribution to the creditors.

Administrative claims, priority claims, and secured tax claims
will be paid in full on the plan effective date.  Claims of the
vacant lienholders will remain secured by their liens on the
vacant land and will be paid from the proceeds of development and
sale of their collateral.

The existing general and limited partnership interests in the
Debtor will be cancelled.  The claims held by creditors in Classes
1A (priority filing 1 lienholders; 1B (non-priority filing 1
lienholders); and 5 (general unsecured creditors) and the claims
held by the Richardson Estate under the Richardson/SRKO settlement
agreement will be converted into common equity of Reorganized
SRKO.  The Class 1A, 1B, and 5 creditors will get 65% of the
Common Equity of Reorganized SRKO.  The Claims of the Richardson
Estate under the Richardson/SRKO settlement agreement will be
converted in to the remaining 35% of the Common Equity in
Reorganized SRKO.  Reorganized SRKO will adopt the new governance
documents and will appoint the new management.

Alternative Financing

The Committee has met with a number of institutional lenders
regarding the possible financing of Reorganized SRKO.  Wells Fargo
Bank has indicated an interest in making a loan to GEJCC, which
would then advance the funds to Reorganized SRKO.  To the extent,
GEJCC, or another member of the Committee or an Affiliate, is a
borrower or guarantor of the lending provided by an alternative
lender, it is contemplated that, in addition to the cost of that
lending, the borrower or guarantor providing necessary credit
enhancements to secure the underwriting of the loan would be paid
a credit enhancement fee equal to 5% of the amount of its
financial undertaking, annually, until the loan is fully repaid.
In addition, it is contemplated that the terms of the loan would
be conditioned on the grant of a senior lien on all unsold
portions of Colorado Crossing, thus requiring the subordination of
the liens of the vacant lienholders to the financing.

Exit Interest Purchase Agreement

The exit lender has also agreed to enter into the exit interest
purchase agreement, which will be submitted to the Court as a part
of the plan supplement.  The exit lender has agreed to acquire
preferred equity in Reorganized SRKO for $4 million.  The
preferred equity will receive a preferred return of 12% from
Reorganized SRKO, before any distribution is made to the common
equity.  The preferred return will be paid as funds are available
within the Reorganized SRKO, but no preferred return will be paid
until the exit loan, the claims of the vacant lienholders, and any
assumed liabilities have been paid in full.  Reorganized SRKO may
redeem the preferred equity, in full or in part, at any time after
the senior obligations have been paid; so long as the preferred
return then outstanding is paid in full at the same time.

Exit Interest Subscription Agreement

Each holder of an allowed claim in Classes 1A, 1B, 2, and 5 who
held claims against the Debtor as of the Petition Date, and their
Affiliates, but excluding any Richardson Party, will be given the
opportunity to subscribe to preferred equity in Reorganized SRKO,
for a total subscription amount equal tot he total amount of the
holder's allowed claim.

Governance of Reorganized SRKO

Reorganized SRKO will have a 5-person board of directors, which
will serve without compensation.  Holders of preferred equity will
be entitled to elect three member of the board of directors; and
holders of common equity will elect two members.  Upon full
redemption of all preferred equity, the common equity will elect
all board members.  Creditors which held allowed claims as of the
Petition Date and who receive preferred equity or common equity
under the Plan, and the Richardson Estate, will be entitled to
vote in matters requiring the vote of equity interest holders.

The board of directors will have the authority to make all
management decisions for Reorganized SRKO without a vote of the
equity holders, except in the sale or liquidation of substantially
all of the remaining assets of Reorganized SRKO, other than the
final sale of development lots by Reorganized SRKO in the ordinary
course of business.

The board of directors will elect the officers of Reorganized
SRKO.  The initial officers will be James E. Sorensen, Chief
Executive Officer; and Peter Speiser, President.  Messrs. Sorensen
and Speiser have agreed to serve without compensation.

Reorganized SRKO will indemnify its officers, director, and
employees to the fullest extent permitted by applicable law in
Colorado, other than on account of acts of gross negligence or
willful misconduct.

The Committee is represented by:

      Caroline C. Fuller, Esq.
      Fairfield and Woods, P.C.
      1801 California Street, Suite 2600
      Denver, CO 80202
      Tel: (303) 830-2400
      Fax: (303) 830-1033
      E-mail: cfuller@fwlaw.com

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


SRKO FAMILY: Wants Loan Agreement With JSGE Extended to Oct. 15
---------------------------------------------------------------
C. Randel Lewis, in his capacity as the Chapter 11 Trustee of the
Jannie Richardson bankruptcy estate, and The SRKO Family Limited
Partnership ask the U.S. Bankruptcy Court for the District of
Colorado to enter an order further extending the loan agreement
entered into among JSGE, LLC, and the estate of Jannie Richardson
and SRKO, as the borrower, to Oct. 15, 2014.

On Jan. 31, 2012, the Court approved the Loan Agreement, which was
entered into to provide post-petition financing to SRKO.  JSGE was
authorized to loan up to $750,000 to the SRKO Estate.  The
Richardson Estate was authorized, but not obligated, to loan up to
$1 million to the SRKO Estate.  The original Loan Agreement
terminated on Feb. 13, 2013, which was extended by agreement of
the Parties to July 15, 2013.

JSGE made advances under the Loan Agreement totaling $314,915.41.
SRKO paid off the JSGE loan with an advance from the Richardson
Estate in August 2013.  The Richardson Estate has made additional
advances under the Loan Agreement to date totaling $390,000.
Accordingly, the Richardson Estate has advanced a total of
$704,915.41 under the Loan Agreement.

An Informal Creditors Committee has filed a plan of
reorganization.  Also, SRKO has employed NRC Realty and Capital
Advisors, LLC, to conduct an auction of the Colorado Crossing
property as an alternative to the plan of reorganization.  ?Under
either of these scenarios, SRKO will not have the cash available
to pay its monthly administrative operating costs during the
confirmation or auction process that are estimated to be
approximately $45,000 per month,? Lee M. Kutner, Esq., at Kutner
Brinen & Garber, P.C., the attorney for SRKO, says in the May 21
court filing.

SRKO had requested, and JSGE and the Trustee, on behalf of the
Richardson estate, have agreed to advance additional funds under
the loan agreement and to extend the maturity date.

Under the Second Extension, the Parties have agreed that JSGE will
advance $250,000 in two installments of $125,000 to SRKO
under the Loan Agreement.  JSGE  will be authorized to make
additional advances up to $500,000 under the Loan Agreement.  The
Richardson estate will be authorized to make additional advances
up to the $1 million limit of the Loan Agreement.  The Maturity
Date of the Loan Agreement is extended through Oct. 15, 2014.

The Chapter 11 Trustee of the Jannie Richardson bankruptcy estate
is represented by:

      Harrie F. Lewis, Esq.
      Lindquist & Vennum LLP
      600 17th Street, Suite 1800 South
      Denver, CO 80202-5441
      Tel: (303) 573-5900
      Fax: (303) 573-1956
      E-mail: hlewis@lindquist.com

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


STARR PASS: Tucson Asset to be Sold on June 6
---------------------------------------------
Trustee will sell the collateral of Starr Pass Resort Developments
LLC, as borrower under a 2006 Deed of Trust, to the highest bidder
on June 6, 2014, at 1:00 p.m.

The collateral property is located at 3555 West Starr Pass
Boulevard, Tucson, Arizona.

The Deed of Trust was assigned by the original lender to U.S. Bank
National Association.  The original principal balance was
$145,000,000.

The name of trustee is:

          Jeffrey S. Pitcher, Esq.
          Ballard Spahr LLP
          1 East Washington Street, Suite 2300
          Phoenix, Arizona 85004-2555
          Tel No: (602) 798-5400


SUN GROVE: 10134 West Mohawk Lane Asset to be Auctioned on June 13
------------------------------------------------------------------
A trust property located at 10134 West Mohawk Lane, Peoria,
Arizona 85382, will be sold at public auction to the higher bidder
at the law offices of Quarles & Brady LLP, in Maricopa County,
Arizona, on June 13, 2014 at 10:00 A.M.

The sale will be made for cash or other form satisfactory to the
Trustee to pay, in full or in part, the remaining principal sum of
notes and other obligations secured by a 2008 Deed of Trust
between Sun Grove Senior Living, LLC, as borrower/trustor, and
Fannie Mae - Multifamily Loss Mitigation, as beneficiary.

The original principal balance of Promissory Note shown on the
Deed of Trust was $3,573,100.

The Trustee under the parties' Deed of Trust is:

          James L. Ugalde, Esq.
          Quarles & Brady LLP
          Renaissance One
          Two North Central Avenue
          Phoenix, Arizona 85004-2391
          Tel No.: 602-229-5200
          For information, contact: elizabeth.hibbs@quarles.com


USEC INC: Hearing on Credit Agreement Now Scheduled for June 2
--------------------------------------------------------------
The Bankruptcy Court for the District of Delaware will convene a
hearing on June 2, 2014, at 11:00 a.m., to consider USEC Inc.'s
motion to enter into an Amended and Restated Debtor-in-Possession
Credit Agreement with its subsidiary United States Enrichment
Corporation.

The Debtor said the hearing was rescheduled.  In its motion, the
hearing was set for June 9.

The Amended DIP Credit Agreement reflects certain proposed
modifications to that certain DIP Credit Agreement between the
Debtor and Enrichment Corp dated as of March 6, 2014, that have
been necessitated by, among other things, the expiration of
and discontinuation of funding with respect to that certain
cooperative cost-sharing research, development and demonstration
agreement between the Debtor and the U.S. Department of Energy;
and (ii) modifying the final order (i) authorizing the Debtor to
(a) obtain postpetition secured financing, and (b) use cash
collateral to permit future amendments to the Amended DIP Credit
Agreement without the necessity of obtaining prior approval from
the Court unless such modification is both material and adverse to
the Debtor.

A copy of the Amended Credit Agreement is available for free at
http://bankrupt.com/misc/SMHCLLC_31_sal.pdf

The Debtor is represented by:

         Amanda R. Steele, Esq.
         Mark D. Collins, Esq.
         Michael J. Merchant, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         920 N. King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         E-mails: collins@rlf.com
                  merchant@rlf.com
                  steele@rlf.com

              - and -

         D. J. Baker, Esq.
         Rosalie Walker Gray, Esq.
         Adam S. Ravin, Esq.
         Annemarie V. Reilly, Esq.
         LATHAM & WATKINS LLP
         885 Third Avenue
         New York, NY 10022-4834
         Tel: (212) 906-1200
         Fax: (212) 751-4864
         E-mails: dj.baker@lw.com
                  rosalie.gray@lw.com
                  adam.ravin@lw.com
                  annemarie.reilly@lw.com

                            About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.  Lazard
Freres & Co. LLC acts as the Debtor's investment banker.  AP
Services, LLC, provides management services to the Debtor.  Logan
& Company Inc. serves as the Debtor's claims and noticing agent.
Deloitte Tax LLP are the Debtor's tax professionals.  The Debtor's
independent auditor is PricewaterhouseCoopers LLP.  KPMG LLP
provides fresh start accounting services to the Debtors.


USEC INC: Wants Limited Demobilization of Centrifuge Project
------------------------------------------------------------
USEC Inc., asks the Bankruptcy Court to enter an order authorizing
the (i) limited demobilization of certain of the Debtor's business
operations related to the American Centrifuge Project --
commercial activities related to the development of gas centrifuge
technology; (ii) termination of executory contracts in accordance
with their terms or as may otherwise be agreed by the parties
thereto; and (iii) directions to non-Debtor subsidiaries to take
actions necessary to effect the limited demobilization and make
expenditures to cover the costs of such subsidiary actions.

According to the Debtor, the U.S. Department of Energy proposed a
research, development and demonstration (RD&D) cooperative
agreement, deferring consideration of Debtor's pending application
for a loan guarantee to permit the construction of a new plant
using gas centrifuge technology to be constructed on property
leased from the DOE in Piketon, Ohio, until sometime in the
future.

The Debtor has determined that it is necessary to ensure that the
costs of its continued activities with respect to the American
Centrifuge Project are in line with the amount of funding that it
will receive from Oak Ridge National Laboratory (ORNL) under the
ACTDO (American Centrifuge Technology Demonstration and
Operations) Agreement because any costs that exceed the funding
provided by ORNL will be borne exclusively by the Debtor.  In
order to meet these objectives, the Debtor has determined that it
is important to effectuate the Limited Demobilization.

The Debtor had created several subsidiaries -- the Non-Debtor ACP
Subsidiaries -- to carry out commercial activities related to the
development of gas centrifuge technology and the financing,
construction and deployment of the American Centrifuge Plant.

The Non-Debtor ACP Subsidiaries include American Centrifuge
Holdings, LLC, American Centrifuge Operating, LLC, American
Centrifuge Manufacturing, LLC, American Centrifuge Enrichment,
LLC, American Centrifuge Technology, LLC and American Centrifuge
Demonstration, LLC.

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


USEC INC: AP Services' Castellano Approved as CRO
-------------------------------------------------
The Bankruptcy Court authorized USEC Inc., to employ AP Services,
LLC to provide interim management services to the Debtor, and
appoint John R. Castellano to serve as chief restructuring
officer.

As reported in the Troubled Company Reporter on April 11, 2014, as
provided in the Engagement Letter, AP Services has agreed that
Mr. Castellano will serve as the Debtor's CRO.  Working with the
Debtor's senior management team and board of directors, as well as
the Debtor's other professionals, Mr. Castellano will assist the
Debtor in evaluating and implementing strategic and tactical
options through the restructuring process.

In addition, AP Services has agreed to provide certain temporary
staff to assist Mr. Castellano and the Debtor in its restructuring
efforts (collectively, the "Temporary Staff").

The Debtor anticipates that during the Chapter 11 Case, in
addition to the ordinary course duties of a CRO, Mr. Castellano
and the Temporary Staff will perform a broad range of services,
including, without limitation:

   (a) assisting the Chief Executive Officer in providing overall
       leadership to the restructuring process, working with the
       Debtor's senior management team, including working with a
       wide range of stakeholder groups;

   (b) assisting the Debtor and its professionals in working with
       the day-to-day requests put forth by the Debtor's lenders
       and their respective advisors in diligence related
       matters;

   (c) assisting the Debtor and its management team in
       coordinating and managing the communications and due
       diligence requests and efforts of the various constituents
       within the Debtor's capital structure;

   (d) assisting the Debtor in evaluating short-term liquidity
       requirements, including reviewing and analyzing forecasts,
       actual cash flows, and short-term weekly cash flow
       projections;

   (e) assisting in the preparation for a Chapter 11 filing as
       well as assisting with complying with the bankruptcy
       administration requirements;

   (f) working with the Debtor's senior management team and its
       advisors in evaluating potential business plan options and
       alternative strategies to address the Debtor's current
       situation; and

   (g) assisting with such other matters as may be requested that
       fall within APS's expertise and that are mutually
       agreeable.

AP Services will be paid at these hourly rates:

       Managing Director              $875-$1,010
       Dennis Cassidy                    $875
       John Castellano                   $940
       Jim Mesterharm                    $990
       Barry Folse                       $940
       Director                       $665-$815
       Richard Whitlock                  $715
       Vice President                 $490-$590
       Associate                      $335-$435
       Patrick Hoban                     $441
       Brice Little                      $335
       Analyst                        $290-$320
       Paraprofessional               $220-$240

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

AP Services received an initial retainer of $200,000 on Nov. 1,
2013 from the Debtor.  During the 90 days prior to the
commencement of the Chapter 11 Case, the Debtor paid AP Services a
total of $1,971,565.69, incurred in providing services to the
Debtor in contemplation of, and in connection with, prepetition
restructuring activities.

The Debtor and AP Services have agreed that AP Services will earn
a success fee of $500,000 upon the consummation of a transaction,
which will be deemed to have been consummated upon the earliest of
any of the following events:

   -- The consummation of any material debt restructuring or
      recapitalization of the Debtor or its subsidiary Enrichment
      Corp;

   -- The sale, transfer, or other disposition (in one
      transaction or a series of transactions) of all or a
      substantial portion of the assets or equity of the Debtor
      or Enrichment Corp;

   -- Any merger, consolidation, or similar transaction involving
      the Debtor or Enrichment Corp;

   -- The individuals who constitute the Board of Directors of
      the Debtor on Feb. 27, 2014 cease to constitute a majority
      of the Board of Directors of the Debtor in conjunction with
      a material debt restructuring, sale of all or a substantial
      portion of the assets of the Debtor, merger, or a
      confirmation of a chapter 11 plan of reorganization or
      chapter 11 liquidation; or

   -- The confirmation of a chapter 11 plan of reorganization or
      chapter 11 liquidation accomplishing any of the foregoing.

Mr. Castellano assured the Court his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


VALITAS HEALTH: S&P Lowers CCR to 'B-'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Valitas Health Services Inc. to 'B-' from 'B'.  The
rating outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's term loan B to 'B-' from 'B', in conjunction with the
lowered corporate credit rating.  The recovery rating on this debt
remains '3', reflecting S&P's expectation for meaningful (50% to
70%) recovery for lenders in the event of default.

The downgrade reflects S&P's revised expectations following
Valitas' first-quarter results that fell meaningfully short of
S&P's base-case scenario, despite a recent downward revision.
S&P's view of its future EBITDA prospects and near term covenant
pressures puts into doubt the company's ability to meet its
covenant requirements and to generate sufficient cash flow to meet
its operational needs.  Given erratic and declining operating
performance, S&P believes lenders could be less-inclined to amend
terms again on its credit agreement.

"Valitas' "highly leveraged" financial risk profile reflects its
elevated adjusted leverage, slim cash flow generation, and its
sponsored ownership status," said credit analyst Lucy Patricola.
"We based the company's "vulnerable" business risk profile on the
narrow market and slow growth potential for outsourced
correctional facility health care.  Additional risks include
contract pricing, thin operating margins, and erosion of customer
loyalty."

The negative outlook on Valitas reflects S&P's belief that the
company remains vulnerable to future disruptions underperformance
on its existing contracts, given its recent erratic operating
performance.  Further erosion in EBITDA generation would result in
cash flow deficits and potentially a liquidity event, leading S&P
to conclude that the company's capital structure is unsustainable
in the long term.  The negative outlook also reflects the
unlikelihood that margins will recover given increased competition
and erosion of customer loyalty, which has adversely affected
contract pricing.

Downside Scenario

S&P could lower the rating if, in the coming quarters, EBITDA does
not meaningfully recover.  In such a scenario, covenants on both
its debt leverage and EBITDA interest coverage ratios would likely
be breached.  Furthermore, discretionary cash flow (DCF) to debt
would result in a deficit on a sustained basis.  S&P believes in
this scenario Valitas' capital structure is unsustainable on a
long term basis.

Upside Scenario

A stable outlook would be predicated on a higher comfort level
that S&P's base-case scenario will be achieved or exceeded.  Such
a scenario includes consecutive quarters of stabilized and
expanding EBITDA, and a conviction that the company can generate
at least a 10% cushion against covenants into 2015.


VISTEON CORP: 3rd Circ. Pressed to Make Co. Pay Retiree Benefits
----------------------------------------------------------------
Law360 reported that the United Auto Workers asked the Third
Circuit to overturn a district court ruling that found retirees
formerly belonging to the union were not entitled to a
reinstatement of health care benefits from auto parts manufacturer
Visteon Corp.

According to the report, John Adam of Legghio & Israel PC, an
attorney for the UAW, contended that a bankruptcy court had acted
properly in forcing Visteon to resume payment of the benefits,
even though the union was not part of an earlier challenge to the
appeals court.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represented the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, served as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor were Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent was Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor was Alvarez & Marsal North America,
LLC.

The Bankruptcy Court entered an order on Aug. 31, 2010, confirming
the Fifth Amended Plan of Reorganization of Visteon Corporation
and its debtor-affiliates.  Visteon emerged from Chapter 11 on
Oct. 1.

                           *     *     *

The Troubled Company Reporter, on March 27, 2014, reported that
Moody's Investors Service assigned a B1 rating to Visteon's
proposed $800 senior secured bank credit facility.  In a related
action Moody's affirmed the B1 Corporate Family Rating, B1-PD
Probability of Default Rating and the company's existing debt
ratings. Visteon's Speculative Grade Liquidity Rating was affirmed
at SGL-3. The rating outlook remains stable.

The TCR, on the same day, also reported that Standard & Poor's
Ratings Services said that it assigned 'BB-' issue ratings to Van
Buren Township, Mich.-based global auto supplier Visteon's
proposed senior secured debt comprising a $600 million term loan B
maturing 2021 and a new five-year $200 million revolving credit
facility.  The recovery rating is '2', which indicates S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the events of a payment default or bankruptcy.  The term loan
issuance, along with some cash from balance sheet, will repay the
remaining $400 million 6.75% Senior Notes (rated 'B+', with a '3'
recovery rating) due 2019 and finance the acquisition of JCI
Electronics.


WORLDCOM INC: High Court Bid Puts Data Taxation On The Line
-----------------------------------------------------------
Law360 reported that WorldCom Inc.'s bankruptcy estate is urging
the U.S. Supreme Court to review its 12-year tax spat with the
Internal Revenue Service, and if the high court takes the case,
the outcome could affect the agency's ability to impose a decades-
old communications excise tax on current and future data
technology.

According to the report, Verizon Business Global LLC, a WorldCom
successor-in-interest, asked the high court last month to review a
2012 Second Circuit decision saying a 1965 local telephone excise
tax applies to WorldCom's now-obsolete central office-based remote
access, or COBRA, dial-up Internet service.  Yet Verizon says
COBRA was a data-only service that couldn't be used to make or
receive voice calls, setting the stage for a battle over the IRS'
authority to apply outdated congressional statutes to emerging
technology, attorneys say, the report related.

"One of the issues at play involves the notion that the IRS can
apply a nearly 50-year-old statute and interpret it at its own
whim, because obviously the technology in the statute doesn't have
applicability to technologies today," the report cited Mark
Allison, a Caplin & Drysdale Chtd. member, as saying.  "The
Supreme Court may have concerns about any kind of regulator
applying interpretations that could result in inconsistent
treatments among taxpayers who are left at the whim of the IRS and
how the agency feels about a particular technology at any given
moment," the report further cited.

The case is WorldCom Inc. v. IRS, case number 13-1269, in the U.S.
Supreme Court.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
02-13532) on July 21, 2002.  On March 31, 2002, WorldCom disclosed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on April 20, 2004, the Company formally emerged from Chapter 11
protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with Verizon
Communications, Inc.  MCI is now known as Verizon Business, a unit
of Verizon Communications.


XTREME POWER: Hearing Today on Bid to Extend Plan Exclusivity
-------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott entered a bridge order
extending Xtreme Power Inc., et al.'s exclusive plan filing period
from May 21, 2014 through May 27, 2014, to allow adequate time for
comment and review by noticed parties.

Judge Mott also ordered that the Court will hear on May 27 at
10:00 a.m. in Austin, Texas, the Debtors' Motion for an additional
order extending the exclusive period to file a Plan for an
additional 24 days to June 20, 2014, and for the extension of the
exclusive period to solicit votes on that Plan until August 29,
2014.

The Debtors request a short extension of exclusivity -- 30 days
-- to allow the deadline for creditors to file proofs of claim to
expire so that the universe of claims can be considered in the
plan the Debtors file; and allow time for the entry of the so-
called Allocation Motion pretrial order, and allow time for the
Debtors to discuss the Plan terms with the Creditors Committee
prior to filing as agreed prior to the expiration of exclusivity.

                          About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP.  The
Committee tapped Baker Botts L.L.P. as special counsel.


ZOWAA INC: Agent to Sell Phoenix, AZ Collateral on May 29
---------------------------------------------------------
Douglas V. Drury, Esq., as agent for secured party Business Loan
Center, LLC, as lender, will sell the collateral of ZOWAA, Inc.,
to the highest qualified bidder, in public on May 29, 2014, at
11:30 a.m.

The collateral consists of all building materials and equipment
and other items of personal property related to the premises
located at 1146 E. Northern Avenue, Phoenix, AZ 85010.

The sale will be held at the offices of Mueller & Drury, P.C., at
8110 E. Cactus Road, Ste. 100, in Scottsdale, AZ 85260.


* Disbarred Texas Atty Pleads Guilty to Ch. 13 Forgery
------------------------------------------------------
Law360 reported that a disbarred Texas attorney pled guilty to a
felony perjury charge, stemming from his alleged forgery of a
signature in a Chapter 13 bankruptcy for a debtor who didn't
authorize or know about the filing, according to the U.S.
Department of Justice.

According to the report, Aaron Rene Ramirez, 43, faces up to five
years in prison and a $250,000 fine after he stipulated that he
knowingly and fraudulently made a material false statement in a
2009 bankruptcy proceeding.


* Chicago Crisis Obscures $8.4 Billion Pension Gap in Small Towns
-----------------------------------------------------------------
Tim Jones, writing for Bloomberg News, reported that Larry
Morrissey, mayor of the old industrial hub of Rockford, Illinois,
says that if bankruptcy revived the U.S. auto industry, it might
save his city of 151,000 from "the slow death" of pension costs.

"Bankruptcy is designed to avert that kind of a slow, perpetual
indentured servitude for individuals and corporations -- why the
hell should cities be treated differently?" Morrissey told
Bloomberg.

This borders on fantasy in Illinois, where municipalities can't
file for court protection without legislative approval, the report
said.  Yet the discussion reveals alarm over mounting shortfalls
among the 650 pensions in large and small towns outside Chicago
that cover police and firefighters, the report related.  Fiscal
crises in the state and its biggest city have diverted attention
from the $8.4 billion in liabilities those systems faced in 2012,
up from $4.1 billion in 2001, the report further related.


* Attorney General Holder Tightens the Squeeze on Banks
-------------------------------------------------------
Devlin Barrett, writing for The Wall Street Journal, reported that
the Justice Department's effort to secure a guilty plea from
Credit Suisse Group AG in coming days is expected to kick off a
number of multibillion-dollar bank settlements, in what may be
Attorney General Eric Holder's last push to pursue Wall Street for
past conduct.

According to the report, while those cases have moved at a slow
pace for years, there has been a flurry of activity in recent
days, suggesting a quickening tempo among the prosecutors
investigating major financial institutions.

Justice Department officials met with Bank of America Corp. in a
bid to hammer out a multibillion-dollar settlement related to the
bank's handling of mortgage-backed securities in the run-up to the
2008 financial crisis, the report related, citing people familiar
with the meeting.  Later this month, Citigroup Inc. will meet with
department lawyers to discuss a settlement stemming from an
investigation into mortgage-backed securities that racked up large
losses, the report further related.

Mr. Holder earlier this month listened to entreaties from European
government officials weighing in on behalf of their home-country
banks, the report said, citing people familiar with the
discussions.


* Mortgage, Home-Equity Woes Linger
-----------------------------------
Conor Dougherty, writing for The Wall Street Journal, reported
that nearly 10 million U.S. households remain stuck in homes worth
less than their mortgage and a similar number have so little
equity they can't meet the expenses of selling a home, trends that
help explain recent sluggishness in the housing recovery.

At the end of the first quarter, some 18.8% of U.S. homeowners
with a mortgage -- 9.7 million households -- were "underwater" on
their mortgage, the Journal related, citing a report by real-
estate information site Zillow Inc.  While that is an improvement
from 19.4% at the end of last year and a peak of 31.4% 2012, those
figures understate the problem, the report further related.

According to the report, in addition to the homeowners who are
underwater, roughly 10 million households have 20% or less equity
in their homes, which makes it difficult for them to sell their
homes without dipping into their savings. Most move-up homeowners
typically use their home equity to cover broker fees, closing
costs and a down payment for their next home, the report said.


* States Assert Standing in DC Circ. Dodd-Frank Challenge
---------------------------------------------------------
Law360 reported that 11 states urged the D.C. Circuit to overturn
a lower court's dismissal of their constitutional challenge to key
provisions of the Dodd-Frank Act, saying they have standing to
bring the suit because the legislation has already stripped them
of their property rights under the U.S. Bankruptcy Code.

According to the report, the states -- South Carolina, Michigan,
Oklahoma, Georgia, West Virginia, Kansas, Alabama, Nebraska,
Texas, Ohio and Montana -- told the appellate court in their final
opening brief that the D.C. district court wrongfully found they
lacked standing to bring challenges against Title II of the Act,
which created a process under which the Treasury Department could
order the liquidation of a financial company outside the scope of
traditional Chapter 7 or 11 proceedings.

No matter when or if they ultimately lose money in a so-called
orderly liquidation, the fact that they lost statutory rights when
Title II was enacted gave them standing enough to bring their
case, the states said, the report related.

"To focus exclusively on possible future financial losses, as the
district court and government did, is to fundamentally
misunderstand the basic point of these creditors' rights, which
serve as the legal framework around which creditors and other
stakeholders arrange their affairs today, before any company
defaults," the states said, the report further related.


* Bankruptcy Firm Peitzman Weg Combines With Robins Kaplan
----------------------------------------------------------
Robins, Kaplan, Miller & Ciresi L.L.P. is pleased to announce that
Peitzman Weg LLP, a nationally known and leading corporate
restructuring and bankruptcy boutique, will join the firm with
four partners who will reside in the Los Angeles office of the
firm.

Peitzman Weg LLP, a boutique firm with a stellar reputation
founded in 1999 by veteran attorneys from elite, global firms, has
been recognized in Chambers USA and U.S. News & World Report as
among the top-ranked national firms for business restructuring and
bankruptcy. Partners Howard J. Weg, Scott F. Gautier, James P.
Menton, Jr., and David B. Shemano have a collective experience
that spans decades of practice in high-profile corporate
restructuring, bankruptcy, and commercial litigation matters in
California and nationwide. Several associates are also expected to
join.

"These attorneys are an exceptionally talented group of legal
minds with a deep capacity for the reality of modern business and
how to help companies, creditors and equity holders navigate
bankruptcies and restructurings," said Roman Silberfeld, managing
partner of the Los Angeles office. "There are a number of clear
crossover areas including business litigation, intellectual
property and insurance, where our existing clients and matters
face a risk or a threat of insolvency or an effort by an adverse
party to use the bankruptcy process or a restructuring play to
avoid or diminish liability. This team greatly expands the broad-
level financial services we offer our clients and provides a
custom approach to facing their most serious business challenges.
Complex restructuring and bankruptcy related litigation will
continue to be a fertile area of work and we look forward to
bringing our firm's litigation talent to bear on restructuring and
bankruptcy related issues."

"Our firm's focus is always on deliberate and thoughtful strategic
expansion, and this is a terrific opportunity that is mutually
beneficial for our firms and our respective clients. We identified
early on that we share many of the same values and our cultures
are very similar, rooted in integrity, excellence, collaboration,
respect, hard work, service to our communities, diversity and
inclusion." said Martin Lueck, chairman of the board at Robins,
Kaplan, Miller & Ciresi L.L.P. "Both our firms are entrepreneurial
in spirit and that offers us many opportunities to be flexible to
meet client needs on any level. We both also strongly value
expedient and efficient business solutions that our firms' clients
have come to expect, and that have sustained our long-standing
client relationships."

"The highly experienced national platform offered by Robins,
Kaplan, Miller & Ciresi L.L.P. provides significantly greater
depth to the litigation and corporate law capabilities and
resources than we could provide in our boutique practice alone,"
said Howard Weg, who will serve as chair of the firm's new
Restructuring and Business Bankruptcy practice and is a founding
partner of Peitzman Weg LLP. "This is a great moment to join
Robins, Kaplan and bring our expertise to the firm's clients,
while having direct access to the firm's skilled national
litigation practice for our restructuring and bankruptcy
practice."

Howard Weg's experience includes prominent and complex
restructurings, both in and out of chapter 11 cases, such as for
the owners of the "Terminator" and other motion picture franchises
and movie rights, restaurant franchises, the Los Angeles
Bonaventure Hotel and other hotels and casinos, office buildings,
industrial properties, hospitals and power companies. He serves on
the board of directors of the American College of Bankruptcy.

Scott Gautier represents constituents in all facets of corporate
insolvency, both in and out of court proceedings. His noteworthy
debtor representations include such nationally recognized names as
Bugle Boy, Sexy Hair, one of the largest KFC franchisees and the
Terminator movie franchise. He has had significant roles in
bankruptcy cases of national prominence and also represents mid-
market companies and official committees in corporate chapter 11
cases.

James Menton, Jr. is primarily focused on business litigation,
bankruptcy and creditor's rights. He draws upon his extensive
professional network to provide clients with strategic resources
and solutions in their cases. His experience includes matters
involving commercial and contract disputes, bankruptcy related
litigation, creditor and shareholder rights, director and officer
liability, fraud and fraudulent transfers, lender liability and
real estate.

David Shemano represents chapter 11 debtors, creditors'
committees, trustees, secured creditors and general unsecured
creditors in all aspects of corporate bankruptcy and bankruptcy
litigation. He has in-depth experience handling bankruptcy,
restructuring and bankruptcy litigation matters related to real
estate, entertainment, franchising and manufacturing.


* Mintz Levin Attorneys Featured in 2014 Chambers USA Guide
-----------------------------------------------------------
The 2014 Chambers USA: America's Leading Lawyers for Business
guide names 50 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
attorneys as "Leaders in Their Fields."  With 22 attorneys ranked
in 2009, the firm has more than doubled its presence in the
highly-regarded national attorney directory in the last five
years.  Mintz Levin attorneys selected for inclusion in this
year's guide, including six newly ranked individuals, span 14
practice areas.  Four Mintz Levin attorneys moved into a higher
band in the 2014 edition, including one new national ranking.
Additionally, the firm's Health Law practice moved up a band in
the District of Columbia.

Chambers USA rankings are based on extensive in-depth interviews
with attorneys and clients, and are designed to assess: technical
legal ability, professional conduct, client service, commercial
awareness/astuteness, diligence, commitment and other qualities
most valued by the client.

The Mintz Levin attorneys featured in the 2014 Chambers USA guide
are listed below.  Those appearing in bold were newly selected in
2014.

Bankruptcy/Restructuring (Nationwide)
Richard Mikels

Employee Benefits & Executive Compensation (Nationwide)
Alden Bianchi

Healthcare: Regulatory & Litigation (Nationwide)
Hope Foster

Immigration (Nationwide)
Susan Cohen

Life Sciences (Nationwide)
Jonathan Kravetz: Corporate/Commercial
Jeffrey Wiesen: Corporate/Commercial (Band 1)

Privacy & Data Security (Nationwide)
Cynthia Larose

Antitrust (District of Columbia)
Bruce Sokler

Banking & Finance: Public Finance (Massachusetts) (Firm Band 1)
Meghan Burke (Band 1)
Colin McNiece (Associate to Watch)
Richard Moche
Poonam Patidar (Associate to Watch)
John Regier (Band 1)
Gregory Sandomirsky

Bankruptcy/Restructuring (Massachusetts) (Firm Band 1)
Daniel Bleck
William Kannel
Richard Mikels (Star Individual)
Paul Ricotta
Adrienne Walker
Kevin Walsh

Corporate/M&A (Massachusetts)
Daniel Follansbee (Up and Coming)
Jonathan Kravetz: Capital Markets
William Whelan
Jeffrey Wiesen

Employee Benefits & Executive Compensation (Massachusetts)
Alden Bianchi (Band 1)

Employee Benefits & Executive Compensation (New York)
Andrew Bernstein

Employee Benefits & Executive Compensation (District of Columbia)
Raymond Cotton

Environment (Massachusetts)
Ralph Child (Band 1)
Susan Phillips
Jeffrey Porter (Band 1)

Healthcare (District of Columbia)
Susan Berson
Theresa Carnegie (Up and Coming)
Hope Foster (Band 1)
Karen Lovitch

Healthcare (Massachusetts)
Deborah Daccord
Ellen Janos
Daria Niewenhous
Stephen Weiner (Band 1)

Healthcare (New York)
Brian Platton
Andrew Roth

Labor and Employment (District of Columbia)
David Barmak

Labor and Employment (Massachusetts)
Bret Cohen
Robert Gault
Donald Schroeder

Litigation (California)
Jonathan Shapiro: Securities

Litigation (Massachusetts)
Tracy Miner: White-Collar Crime & Government Investigations
R. Robert Popeo: General Commercial (Senior Statesman)
Jack Sylvia: Securities

Litigation (New York)
Robert Bodian: General Commercial
Peter Chavkin: White-Collar Crime & Government Investigations
(Band 1)

Real Estate (Massachusetts)
Eric Freeman
Daniel Gaquin
Frederick Pittaro
Andrew Urban

Real Estate (New York)
Jeffrey Moerdler


* Goodwin's Glosband Named Star Individual in Bankruptcy Category
-----------------------------------------------------------------
Goodwin Procter, a national Am Law 50 firm, on May 23 disclosed
that Chambers USA: America's Leading Lawyers for Business has
recognized the firm and its attorneys for excellence in numerous
practice areas.  A total of 103 of the firm's attorneys were named
as leading lawyers in the legal directory's 2014 edition.
Goodwin's practice groups were selected for ranking in 48
categories overall and garnered top-tier rankings in 23
categories.  A complete listing of Goodwin's rankings is available
online at http://www.chambersandpartners.com/firm/3620/5

Twenty-three Goodwin attorneys were ranked in multiple practice
areas/categories this year.  On a national level, Goodwin added
rankings in three categories: Capital Markets: Debt and Equity,
ERISA Litigation, and Food and Beverages: Regulatory and
Litigation.  Goodwin also added rankings in two New York
categories, Litigation: White Collar Crime & Government
Investigations and Real Estate: Mainly Corporate & Finance; one
Massachusetts category, Technology; and one California category:
Corporate/M&A: Private Equity.

For the eighth consecutive year, Goodwin partner Gilbert G. Menna
was named a "Star Individual" in REITs, Chambers' most select
designation for attorneys.  In addition, Brian E. Pastuszenski was
named a "Star Individual" in the Massachusetts Litigation:
Securities category and Daniel M. Glosband was named a "Star
Individual" in the Massachusetts Bankruptcy/Restructuring
category.  Robert S. Basseches was honored as a "Senior Statesman"
in the Nationwide: Transportation: Shipping: Regulatory (outside
New York) category, James S. Dittmar was honored as a "Senior
Statesman" in the Massachusetts Litigation: Securities category,
and Paul F. Ware was honored as a "Senior Statesman" in both the
Massachusetts Intellectual Property and Massachusetts Litigation:
General Commercial categories.

Goodwin partners ranked in Chambers USA 2014 were:

National

Daniel P. Adams: REITs

Marco E. Adelfio: Investment Funds: Registered Funds

Jonathan Axelrad: Investment Funds: Venture Capital

Christopher B. Barker: Leisure & Hospitality

Lynne B. Barr: Financial Services Regulation: Consumer Finance
(Compliance) and Financial Services Regulation: Banking
(Compliance)

Robert T. Basseches: Transportation: Shipping, Regulatory (outside
NY)

John J. Cleary: Employee Benefits & Executive Comp

David B. Cook: Transportation: Shipping, Regulatory (outside NY)

Alison Douglass: ERISA Litigation

John J. Egan III: Investment Funds: Venture Capital

James O. Fleckner: ERISA Litigation

Eric R. Fischer: Financial Services Regulation: Banking
(Compliance)

Elizabeth Shea Fries: Investment Funds: Hedge Funds

Edward L. Glazer: REITs

Michael H. Glazer: Real Estate

Teresa K. Goebel: Leisure & Hospitality

Joanne M. Gray: Food & Beverages: Regulatory & Litigation

Thomas M. Hefferon: Financial Services Regulation: Consumer
Finance (Litigation)

Mark Holland: Securities: Litigation

Robert M. Kurucza: Investment Funds: Registered Funds

John R. LeClaire: Private Equity: Buyouts

Richard L. Matheny III: International Trade: Export Controls &
Economic Sanctions

William P. Mayer: Financial Services Regulation: Financial
Institutions M&A

Gilbert G. Menna: REITs

Phillip H. Newman: Investment Funds: Registered Funds

Christopher E. Palmer: Investment Funds: Registered Funds

Brian E. Pastuszenski: Securities: Litigation

Regina M. Pisa: Financial Services Regulation: Financial
Institutions M&A

H. Neal Sandford: REITs

Ettore A. Santucci: REITs

Mark Schonberger: REITs

William E. Stern: Financial Services Regulation: Banking
(Compliance)

Richard M. Strassberg: Litigation: Trial Lawyers

Kingsley L. Taft: Life Sciences: Corporate/Commercial

Benjamin C. Tschann: Leisure & Hospitality

Marian A. Tse: Employee Benefits & Executive Comp

California

Jonathan Axelrad: Corporate/M&A: Venture Capital

Lewis G. Feldman: Real Estate

Forrest Hainline III: Litigation: General Commercial

J. Hovey Kemp: Corporate/M&A: Private Equity

Richard A. Kline: Capital Markets: Debt & Equity

Anthony J. McCusker: Corporate/M&A (Northern California and
Venture Capital)

Dean C. Pappas: Real Estate

Rezwan D. Pavri: Capital Markets: Debt & Equity

Douglas A. Praw: Real Estate

Daniel J. Tyukody Jr.: Litigation: Securities

District of Columbia

John D. Aldock: Litigation: General Commercial

Michael S. Giannotto: Environment

Mark A. Heller: Healthcare: Pharmaceutical/Medical Products
Regulatory

James A. Hutchinson: Corporate/M&A and Private Equity

Laurence S. Kirsch: Environment

Mark S. Raffman: Litigation: General Commercial

Massachusetts

Christopher B. Barker: Real Estate

Lynne B. Barr: Banking & Finance: Corporate & Regulatory

Thomas A. Beaudoin: Private Equity: Fund Formation

Wilfred J. Benoit: Labor & Employment

Mark T. Bettencourt: Corporate/M&A

Gregory A. Bibler: Environment

Mitchell S. Bloom: Corporate/M&A

James M. Broderick: Real Estate

Mark H. Burnett: Corporate/M&A and Private Equity: Buyouts

Stuart M. Cable: Corporate/ M&A

Stephen G. Charkoudian: Technology

John J. Cleary: Employee Benefits & Executive Comp

R. Todd Cronan: Litigation: White Collar Crime & Government
Investigations

Howard A. Cubell: Tax

James M. Curley: Private Equity: Buyouts

James S. Dittmar: Litigation: Securities

J. Anthony Downs: Intellectual Property

John J. Egan III: Private Equity: Venture Capital Investment and
Corporate/M&A

John C. Englander: Intellectual Property

Jennifer Merrigan Fay: Labor & Employment

Eric R. Fischer: Banking and Finance: Corporate & Regulatory

Robert H. Fitzgerald: Environment

Elizabeth Shea Fries: Hedge and Mutual Funds

Michael H. Glazer: Real Estate

Daniel M. Glosband: Bankruptcy/Restructuring

Duncan A. Greenhalgh: Intellectual Property

John T. Haggerty: Corporate/M&A: Capital Markets

Robert M. Hale: Labor & Employment

Martin R. Healy: Real Estate: Zoning/Land Use

Laura C. Hodges Taylor: Private Equity: Buyouts

Joseph L. Johnson III: Corporate/M&A

Lawrence E. Kaplan: Real Estate: Zoning/Land Use

Minta E. Kay: Real Estate

Michael J. Kendall: Private Equity: Buyouts

Samantha M. Kirby: Banking & Finance: Corporate & Regulatory

Mark D. Kirshenbaum: Tax

Douglas J. Kline: Intellectual Property

John R. LeClaire: Private Equity: Buyouts

Mark J. Macenka: Private Equity: Venture Capital Investment

William P. Mayer: Banking & Finance: Corporate & Regulatory

Gilbert G. Menna: Corporate/M&A: Capital Markets

James M. Nagle: Labor & Employment

Phillip H. Newman: Hedge Funds & Mutual Funds

Michael J. Pappone: Bankruptcy/Restructuring

Brian E. Pastuszenski: Litigation: Securities

Edmund R. Pitcher: Intellectual Property

Stephen D. Poss: Litigation: Securities and Litigation: General
Commercial

James C. Rehnquist: Litigation: White Collar Crime & Government
Investigations

H. Neal Sandford: Tax

Ettore A. Santucci: Corporate/M&A: Capital Markets

Joseph F. Savage: Litigation: White Collar Crime & Government
Investigations

William J. Schnoor: Private Equity: Venture Capital Investment and
Corporate/M&A

Paul D. Schwartz: Real Estate

Edward Matson Sibble: Banking and Finance

Bradford J. Smith: Labor & Employment

Derek Steingarten: Hedge and Mutual Funds

Andrew C. Sucoff: Real Estate

Joseph C. Theis, Jr.: Corporate/M&A

Marian A. Tse: Employee Benefits & Executive Comp

Paul F. Ware: Intellectual Property and Litigation: General
Commercial

David W. Watson: Private Equity: Fund Formation

Scott A. Webster: Employee Benefits & Executive Comp

William H. Whitledge: Tax

Elise N. Zoli: Environment

New York

Mark J. Abate: Intellectual Property: Patent

David M. Hashmall: Intellectual Property: Patent

Mark Holland: Litigation: Securities

Christopher B. Price: Real Estate: Corporate

Richard M. Strassberg: Litigation: White Collar Crime & Government
Investigations

Chambers USA: America's Leading Lawyers for Business surveys and
interviews clients and lawyers across the United States to
determine which firms and attorneys are considered leaders in
their field.  Rankings assess key qualities in the legal field,
including technical legal ability, professional conduct, client
service, commercial awareness/astuteness, diligence and
commitment.

                       About Goodwin Procter

Goodwin Procter LLP -- http://www.goodwinprocter.com-- is a
Global 100 law firm, with offices in Boston, Hong Kong, London,
Los Angeles, New York, San Francisco, Silicon Valley and
Washington, D.C.  The firm provides corporate law and litigation
services, with a focus on matters involving real estate, REITs and
real estate capital markets; private equity; technology and life
sciences; financial institutions; intellectual property; products
liability and mass torts; and securities litigation and white
collar defense.


* Thompson Hine Named Top Firm in Bankruptcy by Chambers USA
------------------------------------------------------------
Thompson Hine LLP has been recognized for the 12th year in a row
as a leading law firm in Chambers USA: America?s Leading Lawyers
for Business, which ranks lawyers according to technical legal
ability, professional conduct, customer service, commercial
awareness, diligence and commitment, based on interviews with
clients and peers.

In the 2014 edition, Thompson Hine is named a top firm in 11
practice areas, three of which -- Construction, Transportation:
Rail (for Shippers) and Transportation: Road (Carriage/Commercial)
-- are ranked nationally:

Banking & Finance

Bankruptcy/Restructuring

Construction

Corporate/M&A

Employee Benefits & Executive Compensation

Intellectual Property

Litigation: General Commercial

Natural Resources & Environment

Real Estate

Transportation: Rail (for Shippers)

Transportation: Road (Carriage/Commercial)

In addition, the following 44 Thompson Hine lawyers are recognized
as leading lawyers in their practices:

Banking & Finance
Eduardo Kim
Leslee W. Miraldi
Adam R. Nazette

Bankruptcy/Restructuring
Jeremy M. Campana
John F. Isbell
Alan R. Lepene
Louis F. Solimine
Curtis L. Tuggle

Construction
Jeffrey R. Appelbaum
Thomas J. Kirkwood
Lawrence M. Prosen
Patrick J. Sweeney

Corporate/M&A
Thomas A. Aldrich
Frank D. Chaiken
David J. Willbrand

Employee Benefits Executive
Compensation
Timothy R. Brown
Jack F. Fuchs
J. Shane Starkey
Karen D. Youngstrom

Franchising
Thomas J. Collin

Intellectual Property
Louis K. Ebling
Mark P. Levy
Beverly Lyman, Ph.D.

Intellectual Property
John W. Ryan

Labor & Employment
Eric S. Clark
Tim McDonald

Litigation: Antitrust
Thomas J. Collin

Litigation: General Commercial
Scott A. King
James D. Robenalt

Natural Resources & Environment
Wray Blattner
Terrence M. Fay
Heidi B. Goldstein
Michael L. Hardy
Andrew L. Kolesar

Real Estate
James B. Aronoff
Dianne S. Coscarelli
Corporate/M&A
Thomas J. Coyne
Robert M. Curry
Linda A. Striefsky

Transportation:
Aviation: Regulatory
Charles A. Hunnicutt

Transportation: Rail
(for Shippers)
Karyn A. Booth
Sandra L. Brown
Nicholas J. DiMichael
Jeffrey O. Morenon

                      About Thompson Hine LLP

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com
-- is a business law firm dedicated to providing superior client
service.  The firm has been ranked among the top four in the
country for "Value for the Dollar" and "Commitment to Help" by in-
house counsel, and among the top ten firms for client service
excellence, according to The BTI Client Service A-Team: Survey of
Law Firm Client Service Performance.  With offices in Atlanta,
Cincinnati, Cleveland, Columbus, Dayton, New York and Washington,
D.C., Thompson Hine serves premier businesses worldwide.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN          133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE   ALSWF US        133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE   OU1 GR          133.7      (10.5)      (5.9)
ACHAOGEN INC       AKAO US          13.8       (0.0)       2.1
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US         452.2      (91.1)     (90.7)
ADVENT SOFTWARE    AXQ GR          452.2      (91.1)     (90.7)
AEROHIVE NETWORK   HIVE US          69.9       (3.3)      21.5
AEROHIVE NETWORK   2NW GR           69.9       (3.3)      21.5
AIR CANADA-CL A    AIDIF US      9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH GR        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH TH        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    AC/A CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AIDEF US      9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AC/B CN       9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC   3A9 GR           26.7      (32.0)       2.5
ALDER BIOPHARMAC   ALDR US          26.7      (32.0)       2.5
ALLIANCE HEALTHC   AIQ US          465.3     (136.6)      59.5
AMC NETWORKS-A     AMCX US       3,484.7     (478.3)     642.3
AMC NETWORKS-A     9AC GR        3,484.7     (478.3)     642.3
AMER RESTAUR-LP    ICTPU US         33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US         236.8     (112.5)      33.5
ANGIE'S LIST INC   ANGI US         124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL GR          124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL TH          124.3      (20.3)     (30.0)
ARRAY BIOPHARMA    ARRY US         135.2      (23.3)      72.2
ATLATSA RESOURCE   ATL SJ          773.6      (14.1)      30.2
AUTOZONE INC       AZ5 TH        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 GR        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZO US        7,262.9   (1,710.3)    (860.8)
BARRACUDA NETWOR   CUDA US         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR          236.2      (90.1)     (66.5)
BERRY PLASTICS G   BP0 GR        5,367.0     (135.0)     684.0
BERRY PLASTICS G   BERY US       5,367.0     (135.0)     684.0
BIOCRYST PHARM     BCRX US          43.4       (5.7)      22.0
BIOCRYST PHARM     BO1 TH           43.4       (5.7)      22.0
BIOCRYST PHARM     BO1 GR           43.4       (5.7)      22.0
BOULEVARD ACQUIS   BLVD US           0.5       (4.3)      (4.7)
BOULEVARD ACQUIS   BLVDU US          0.5       (4.3)      (4.7)
BRP INC/CA-SUB V   DOO CN        1,951.2      (40.8)     155.6
BRP INC/CA-SUB V   B15A GR       1,951.2      (40.8)     155.6
BRP INC/CA-SUB V   BRPIF US      1,951.2      (40.8)     155.6
BURLINGTON STORE   BUI GR        2,621.1     (150.5)     112.7
BURLINGTON STORE   BURL US       2,621.1     (150.5)     112.7
CABLEVISION SY-A   CVC US        6,542.9   (5,210.9)     281.8
CABLEVISION SY-A   CVY GR        6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI   C08 GR       24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI   CZR US       24,376.7   (2,276.8)     566.0
CANNAVEST CORP     CANV US          10.7       (0.2)      (1.3)
CANNAVEST CORP     0VE GR           10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      14,597.1   (9,128.0)     643.8
CELLADON CORP      CLDN US          24.6      (44.3)      20.1
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,206.8     (511.7)     145.0
CHOICE HOTELS      CZH GR          554.9     (454.6)     109.5
CHOICE HOTELS      CHH US          554.9     (454.6)     109.5
CIENA CORP         CIEN US       1,800.6      (86.9)     800.8
CIENA CORP         CIEN TE       1,800.6      (86.9)     800.8
CIENA CORP         CIE1 TH       1,800.6      (86.9)     800.8
CIENA CORP         CIE1 GR       1,800.6      (86.9)     800.8
CINCINNATI BELL    CBB US        2,101.5     (670.7)       7.7
DEX MEDIA INC      DXM US        2,275.0     (782.0)     162.0
DIRECTV            DTV US       22,520.0   (6,512.0)    (929.0)
DIRECTV            DTV CI       22,520.0   (6,512.0)    (929.0)
DIRECTV            DIG1 GR      22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA     EZV GR          524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV TH          524.3   (1,269.0)     113.5
DOMINO'S PIZZA     DPZ US          524.3   (1,269.0)     113.5
DUN & BRADSTREET   DB5 GR        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DNB US        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DB5 TH        1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC    EDG US          883.8       (0.8)     409.2
EGALET CORP        EGLT US          14.4       (1.5)      (3.1)
ELEVEN BIOTHERAP   EBIO US           5.1       (6.1)      (2.9)
EMPIRE STATE -ES   ESBA US       1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US       1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN   FONN GR       1,546.4     (338.8)      25.3
FAIRPOINT COMMUN   FRP US        1,546.4     (338.8)      25.3
FERRELLGAS-LP      FGP US        1,620.8     (101.2)      20.0
FERRELLGAS-LP      FEG GR        1,620.8     (101.2)      20.0
FIVE9 INC          FIVN US          56.3       (3.0)       1.1
FIVE9 INC          1F9 GR           56.3       (3.0)       1.1
FREESCALE SEMICO   FSL US        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS GR        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS TH        3,100.0   (3,851.0)   1,244.0
GAMING AND LEISU   2GL GR        2,561.9      (68.0)     (44.7)
GAMING AND LEISU   GLPI US       2,561.9      (68.0)     (44.7)
GENTIVA HEALTH     GHT GR        1,234.9     (297.6)      99.2
GENTIVA HEALTH     GTIV US       1,234.9     (297.6)      99.2
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLORI ENERGY INC   GLRI US           0.1       (0.0)       -
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
GREENSHIFT CORP    VD4B GR           8.4      (39.6)     (41.2)
HCA HOLDINGS INC   2BH TH       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   HCA US       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH GR       29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN   HDS US        6,324.0     (764.0)   1,210.0
HD SUPPLY HOLDIN   5HD GR        6,324.0     (764.0)   1,210.0
HORIZON PHARMA I   HZNP US         299.1     (229.2)      93.2
HORIZON PHARMA I   HPM TH          299.1     (229.2)      93.2
HORIZON PHARMA I   HPM GR          299.1     (229.2)      93.2
HOVNANIAN ENT-A    HOV US        1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-A    HO3 GR        1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-B    HOVVB US      1,787.3     (456.1)   1,131.9
HOVNANIAN-A-WI     HOV-W US      1,787.3     (456.1)   1,131.9
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP        INCY US         666.8     (162.4)     474.2
INCYTE CORP        ICY GR          666.8     (162.4)     474.2
INCYTE CORP        ICY TH          666.8     (162.4)     474.2
INFOR US INC       LWSN US       6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA   I4P TH          141.9     (153.7)    (148.2)
INTERCEPT PHARMA   ICPT US         141.9     (153.7)    (148.2)
INTERCEPT PHARMA   I4P GR          141.9     (153.7)    (148.2)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN         1,642.6     (117.4)     221.0
JUST ENERGY GROU   JE US         1,642.6     (117.4)     221.0
JUST ENERGY GROU   1JE GR        1,642.6     (117.4)     221.0
L BRANDS INC       LTD TH        7,198.0     (369.0)   1,324.0
L BRANDS INC       LB US         7,198.0     (369.0)   1,324.0
L BRANDS INC       LTD GR        7,198.0     (369.0)   1,324.0
LEAP WIRELESS      LWI GR        4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US       4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI TH        4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US          797.3     (155.6)       0.8
LORILLARD INC      LLV TH        3,912.0   (2,161.0)     897.0
LORILLARD INC      LO US         3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV GR        3,912.0   (2,161.0)     897.0
LUMENPULSE INC     LMP CN           29.4      (38.4)       3.5
LUMENPULSE INC     0L6 GR           29.4      (38.4)       3.5
MACROGENICS INC    M55 GR           42.0       (4.0)      11.7
MACROGENICS INC    MGNX US          42.0       (4.0)      11.7
MALIBU BOATS-A     MBUU US          57.2      (32.5)      (2.0)
MALIBU BOATS-A     M05 GR           57.2      (32.5)      (2.0)
MARRIOTT INTL-A    MAR US        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ GR        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ TH        6,665.0   (1,625.0)  (1,031.0)
MAUI LAND & PINE   MLP US           56.7      (36.0)     (54.8)
MDC PARTNERS-A     MD7A GR       1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDZ/A CN      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDCA US       1,570.3      (94.1)    (218.7)
MERITOR INC        MTOR US       2,531.0     (782.0)     298.0
MERITOR INC        AID1 GR       2,531.0     (782.0)     298.0
MERRIMACK PHARMA   MACK US         165.0      (65.8)      81.9
MERRIMACK PHARMA   MP6 GR          165.0      (65.8)      81.9
MIRATI THERAPEUT   26M GR           18.5      (24.3)     (25.3)
MIRATI THERAPEUT   MRTX US          18.5      (24.3)     (25.3)
MONEYGRAM INTERN   MGI US        4,761.4      (39.5)     115.9
MORGANS HOTEL GR   M1U GR          572.8     (172.9)       6.5
MORGANS HOTEL GR   MHGC US         572.8     (172.9)       6.5
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US         998.4     (179.2)      99.9
NATIONAL CINEMED   XWM GR          998.4     (179.2)      99.9
NAVISTAR INTL      IHR TH        7,654.0   (3,877.0)     645.0
NAVISTAR INTL      IHR GR        7,654.0   (3,877.0)     645.0
NAVISTAR INTL      NAV US        7,654.0   (3,877.0)     645.0
NEKTAR THERAPEUT   ITH GR          487.0       (9.8)     225.5
NEKTAR THERAPEUT   NKTR US         487.0       (9.8)     225.5
NEXSTAR BROADC-A   NXZ GR        1,148.8       (8.4)     134.7
NEXSTAR BROADC-A   NXST US       1,148.8       (8.4)     134.7
NII HOLDING INC    NIHD* MM      8,189.7       (8.8)   1,078.9
NYMOX PHARMACEUT   NYMX US           1.0       (6.1)      (3.2)
OCI PARTNERS LP    OCIP US         460.3      (98.7)      79.8
OCI PARTNERS LP    OP0 GR          460.3      (98.7)      79.8
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPOWER INC         38O TH           63.1       (6.3)     (11.9)
OPOWER INC         38O GR           63.1       (6.3)     (11.9)
OPOWER INC         OPWR US          63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD   OSGIQ US      3,658.3      (51.3)     480.8
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE   PAHC LN         480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAO EU          480.8      (63.5)     179.9
PHIBRO ANIMAL HE   PAO GR          480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PAHC US         480.8      (63.5)     179.9
PHIBRO ANIMAL-A    PB8 GR          480.8      (63.5)     179.9
PHILIP MORRIS IN   PM1 EU       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM US        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 GR       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1CHF EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 TE       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 TH       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM FP        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1EUR EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PMI SW       36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLUG POWER INC     PLUG US          35.4      (15.5)      11.1
PLUG POWER INC     PLUN GR          35.4      (15.5)      11.1
PLY GEM HOLDINGS   PG6 GR        1,033.7     (107.2)     199.4
PLY GEM HOLDINGS   PGEM US       1,033.7     (107.2)     199.4
PROTALEX INC       PRTX US           1.2       (8.6)       0.6
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QDZ GR          443.2      (51.2)     106.0
QUALITY DISTRIBU   QLTY US         443.2      (51.2)     106.0
QUINTILES TRANSN   QTS GR        3,061.9     (559.5)     571.3
QUINTILES TRANSN   Q US          3,061.9     (559.5)     571.3
RADNET INC         PQI GR          737.2       (9.3)      61.4
RADNET INC         RDNT US         737.2       (9.3)      61.4
REGAL ENTERTAI-A   RGC US        2,787.3     (751.2)     142.6
REGAL ENTERTAI-A   RETA GR       2,787.3     (751.2)     142.6
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
RETROPHIN INC      RTRX US          21.4       (5.8)     (10.3)
RETROPHIN INC      17R GR           21.4       (5.8)     (10.3)
REVANCE THERAPEU   RTI GR           18.9      (23.7)     (28.6)
REVANCE THERAPEU   RVNC US          18.9      (23.7)     (28.6)
REVLON INC-A       RVL1 GR       2,123.9     (596.5)     246.4
REVLON INC-A       REV US        2,123.9     (596.5)     246.4
RITE AID CORP      RAD US        6,944.9   (2,113.7)   1,777.7
RITE AID CORP      RTA GR        6,944.9   (2,113.7)   1,777.7
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SABRE CORP         19S TH        4,755.7     (317.7)    (273.6)
SABRE CORP         SABR US       4,755.7     (317.7)    (273.6)
SABRE CORP         19S GR        4,755.7     (317.7)    (273.6)
SALLY BEAUTY HOL   SBH US        2,106.0     (268.8)     715.8
SALLY BEAUTY HOL   S7V GR        2,106.0     (268.8)     715.8
SILVER SPRING NE   9SI TH          524.4      (97.1)      97.5
SILVER SPRING NE   SSNI US         524.4      (97.1)      97.5
SILVER SPRING NE   9SI GR          524.4      (97.1)      97.5
SMART TECHNOL-A    SMA CN          374.2      (29.4)      71.6
SPORTSMAN'S WARE   SPWH US         224.2     (121.1)      83.2
SPORTSMAN'S WARE   06S GR          224.2     (121.1)      83.2
SUNEDISON INC      SUNE* MM      7,166.1     (236.5)     250.8
SUNEDISON INC      SUNE US       7,166.1     (236.5)     250.8
SUNEDISON INC      WFR TH        7,166.1     (236.5)     250.8
SUNEDISON INC      WFR GR        7,166.1     (236.5)     250.8
SUNGAME CORP       SGMZE US          0.1       (2.2)      (2.3)
SUPERVALU INC      SVU US        4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 TH        4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 GR        4,374.0     (738.0)      52.0
SURNA INC          SRNA US           0.0       (2.6)      (2.6)
THRESHOLD PHARMA   THLD US          94.7      (29.0)      50.3
TRANSDIGM GROUP    TDG US        6,399.3     (125.6)     975.5
TRANSDIGM GROUP    T7D GR        6,399.3     (125.6)     975.5
TRINET GROUP INC   TN3 GR        1,434.7     (270.4)      65.1
TRINET GROUP INC   TN3 TH        1,434.7     (270.4)      65.1
TRINET GROUP INC   TNETEUR EU    1,434.7     (270.4)      65.1
TRINET GROUP INC   TNET US       1,434.7     (270.4)      65.1
ULTRA PETROLEUM    UPL US        2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM    UPM GR        2,881.8     (227.7)    (374.8)
UNISYS CORP        UIS US        2,399.2     (659.6)     421.4
UNISYS CORP        UIS1 SW       2,399.2     (659.6)     421.4
UNISYS CORP        UISEUR EU     2,399.2     (659.6)     421.4
UNISYS CORP        USY1 TH       2,399.2     (659.6)     421.4
UNISYS CORP        USY1 GR       2,399.2     (659.6)     421.4
UNISYS CORP        UISCHF EU     2,399.2     (659.6)     421.4
VARONIS SYSTEMS    VS2 GR           33.7       (1.5)       1.8
VARONIS SYSTEMS    VRNS US          33.7       (1.5)       1.8
VECTOR GROUP LTD   VGR US        1,459.2      (12.6)     422.5
VECTOR GROUP LTD   VGR GR        1,459.2      (12.6)     422.5
VENOCO INC         VQ US           714.9     (138.0)     (49.9)
VERISIGN INC       VRSN US       2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS TH        2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS GR        2,609.3     (457.6)    (253.6)
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         346.7      (16.3)     106.1
WEIGHT WATCHERS    WW6 GR        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WW6 TH        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WTW US        1,483.1   (1,452.8)     (31.0)
WEST CORP          WSTC US       3,544.1     (709.4)     405.3
WEST CORP          WT2 GR        3,544.1     (709.4)     405.3
WESTMORELAND COA   WME GR        1,407.1     (206.2)     (30.5)
WESTMORELAND COA   WLB US        1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG   XRM US          631.1      (11.8)     104.4
YRC WORLDWIDE IN   YRCW US       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 TH       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 GR       2,215.1     (363.1)     193.6


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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