TCR_Public/140530.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 30, 2014, Vol. 18, No. 148

                            Headlines

AZ-TEC WATERWORKS: Gets Sued by Platte River for $15K Claim
ABLEST INC: FTI Okayed as Operational Improvement Advisor
ALLIANCE FOR COLLEGE-READY: S&P Cuts Issuer Credit Rating to BB+
ALOOJIAN ENTERPRISES: Case Summary & 20 Top Unsecured Creditors
AMERI-KAL INC: Case Summary & 20 Largest Unsecured Creditors

AMERIFORGE GROUP: Moody's Affirms 'B2' Corporate Family Rating
AMERIFORGE GROUP: S&P Affirms 'B' Corp. Credit Rating
ARIANA ENERGY: Case Summary & 8 Largest Unsecured Creditors
AUDATEX NORTH AMERICA: S&P Affirms 'BB-' Rating After Upsizing
AWR WHOLESALE: Voluntary Chapter 11 Case Summary

BAPTIST HOME: Retirement Home Sets Auction for Aug. 15
BARRINGTON SPRING HOUSE: Sold Without Auction for $1.5 Million
BERNARD L. MADOFF: Gov't Urges High Court to Reject Trustee Suit
BILO CORPORATION: Case Summary & 5 Largest Unsecured Creditors
BRINK'S COMPANY: Moody's Cuts Rating on $480MM Unsec. Debt to Ba1

CHINA GINSENG: Late-Filed Form 10-Q Shows $675,000 Net Loss
CIVITAS SOLUTIONS: IPO Filing No Impact on Moody's 'B3' CFR
COLDWATER CREEK: Disclosure, Loan Hearings Postponed
COMMACK HOSPITALITY: Plan Outline Hearing Moved to June 25
COMMACK HOSPITALITY: Can Use Stabilis Cash Collateral Thru June 16

CUMULUS MEDIA: Stockholders Elected 7 Directors at Annual Meeting
CONNECTEDU INC: FTC Seeks Protection of Student Privacy Risk
CONNECTEDU INC: FTC Says Consumer Ombudsman Necessary
CONQUEST SANTA FE: Court Dismisses Chapter 11 Case
CUBIC ENERGY: Calvin Wallen Reports 41.4% Equity Stake

DETROIT, MI: Detroit Blight Removal Task Force Presents Plan
DIRECTCASH PAYMENTS: Moody's Affirms 'B1' CFR; Outlook Stable
DOLAN CO: Defends Prepackaged Restructuring Plan
DOLAN CO: Bayside Insists Claims Are Valid, Enforceable in Full
DOLAN CO: Albertelli Defends Bid for Stay Relief

DOLAN CO: U.S. Trustee Fights to Retain Equity Committee
DYNAVOX INC: Sells to Sweden's Tobii Technology after Auction
EDENOR SA: Three Directors Appointed to Audit Committee
EINSTEIN NOAH: S&P Affirms 'B+' CCR on Improved Business Risk
EMPRESAS INTEREX: Court Approves CRIM Settlement Agreement

ENCORE ACCEPTANCE: Case Summary & Largest Unsecured Creditors
ENERGY FUTURE: Amends Restructuring Support and Lock-Up Agreement
EPR PROPERTIES: Fitch Affirms BB Rating on $346MM Preferred Stock
ERF WIRELESS: Files Form 10-Q, Reports $1 Million Net Loss in Q1
EVANS & SUTHERLAND: Stockholders Elected Two Directors

EXIDE TECHNOLOGIES: Obtains Approval of DIP Agreement Amendment
FIBERMARK INC: Can't Revive Nuisance Suit Against NJ DEP
FLUX POWER: Incurs $1.7 Million Net Loss in March 31 Quarter
FRESH & EASY: Creditors' Committee Backs Chapter 11 Plan
FRIENDSHIP VILLAGE: Fitch Affirms BB- Rating on 3 Rev. Bond Series

FULLCIRCLE REGISTRY: Incurs $95,000 Net Loss in First Quarter
G & Y REALTY: June 2 Hearing on Bid to Dismiss Involuntary Case
GENCO SHIPPING: June 3 Hearing on Employment of Deloitte FAS
GENCO SHIPPING: Judge Slows Case, Schedules Valuation Trial
GENCO SHIPPING: Objects to Adjournment of Confirmation Hearing

GENERAL MOTORS: $1B Left In Trust For Creditors, Victims
GENIUS BRANDS: Late-Filed Form 10-Q Shows $854,000 Q1 Net Loss
GILES-JORDAN: Hires Oppel & Goldberg as Attorney-in-Charge
GMF CANADA: Moody's Rates $400MM 3-Yr. Sr. Unsecured Notes 'Ba2'
GULFCO HOLDING: Order Dismissing Ch.11 Case Stayed Until June 11

HIGH MAINTENANCE: Delays Plan Hearing Amid Noteholders' Opposition
HOWREY LLP: Trustee Beats Motion to Disqualify Lawyer
HUNTSMAN INT'L: S&P Keeps 'B+' Unsec. Debt Rating After Add-on
INTERSTATE BANKERS: A.M. Best Cuts Fin. Strength Rating to 'E'
JBS S.A.: Fitch Retains 'BB-' IDR Over PPC-Hillshire Transaction

KAHN FAMILY: Hearing on Plan Outline Continued Until June 20
KEEN EQUITIES: Can File Chapter 11 Plan Until June 10
LEHMAN BROTHERS: LBI Trustee Proposes Hwang as Staff Attorney
LEHMAN BROTHERS: Intel Bid to Remove Breach Claim Denied
LEHMAN BROTHERS: Investors Continue Fight Over 'Customer Status'

LEHMAN BROTHERS: Dist. Court Flips Committee Member Fee Ruling
LEHMAN BROTHERS: Sells Former Goldman Sands Hotel
LEHMAN BROTHERS: Calpers, E&Y Reach $13-Mil. Settlement
LEHMAN BROTHERS: Files 53rd Status Report on Claims Settlement
LOCATION BASED TECH: Releases Letter to Shareholders From CEO

LONG BEACH MEDICAL: Court Okays Sale of Property to South Nassau
LONG BEACH MEMORIAL: Can Hire Wolf Haldenstein & Rosenbluth
LONGVIEW POWER: Starts Fight with Title Company in Two Courts
MARKWEST ENERGY: Fitch Affirms Then Withdraws 'BB' IDR
METRO FUEL: Adjourns Status Hearing on Global Deal to June 3

MI PUEBLO SAN JOSE: NUCP Plan Appeal Referred to Appellate Panel
MI PUEBLO SAN JOSE: Plan Confirmed Over Objections
MILESTONE SCIENTIFIC: Appoints President & CEO Dental Division
MILESTONE SCIENTIFIC: BP4 S.r.l. Reports 23.9% Equity Stake
MINT LEASING: Incurs $81,000 Net Loss in First Quarter

MMODAL HOLDINGS: Wins Final Approval to Incur $30MM DIP Financing
MMODAL HOLDINGS: Amends Plan Outline; Court Approves PSA
MMODAL HOLDINGS: June 3 Hearing on KPMG Hiring as Accountants
MMODAL HOLDINGS: Files Schedules of Assets and Liabilities
MOMENTIVE PERFORMANCE: Payment of Critical Vendors' Claims OK'd

MONEY CENTERS: Trustee Says Bankrupt Company Must Liquidate
MOORE FREIGHT: June 10 Hearing on Confirmation Order Compliance
N-VIRO INTERNATIONAL: Delays Q1 Form 10-Q for Review
NAVISTAR INTERNATIONAL: Sets June 5 Web Cast to Discuss Results
NET ELEMENT: Incurs $3.6 Million Net Loss in First Quarter

NTELOS HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive
OVERLAND STORAGE: Cyrus Capital Reports 66.5% Equity Stake
OVERSEAS SHIPHOLDING: Wins Court Okay to Begin Plan Solicitation
PACIFIC STEEL: Court Approves Arch & Beam as Committee Advisor
PACIFIC STEEL: Files Amended Schedules of Assets and Liabilities

PANACHE BEVERAGE: Delays First Quarter Form 10-Q
PEAK 10: Moody's Assigns B3 Corp. Family Rating to Merger Company
PEAK 10: S&P Affirms 'B' CCR Over Buyout Deal
PETROLOGISTICS LP: Moody's Puts 'B1' CFR on Review for Upgrade
PETROLOGISTICS LP: S&P Puts 'B' CCR on CreditWatch Positive

PLUG POWER: Widens Net Loss to $75.8-Mil. in First Quarter
POLYMER GROUP: Moody's Lowers Corp. Family Rating to 'B2'
POLYMER GROUP: S&P Assigns 'B-' Rating on $355-Mil. Term Loan
PRECISION DRILLING: Moody's Rates New $400MM Unsecured Notes Ba1
PRINTPACK INC: UK Operations Sale No Impact on Moody's 'B3' CFR

QUANTUM FOODS: Status Conference Set for June 26
QUANTUM FUEL: Expects to Pay $1 Million in Damages to Iroquois
R.E. HOLDINGS: West Thomas Road Assets to be Sold on July 18
REPUBLIC OF TEXAS: Presents Amended Bankruptcy Reorganization Plan
RICEBRAN TECHNOLOGIES: Incurs $1.8-Mil. Net Loss in First Quarter

RIVER ROCK: Fails to Make Scheduled Interest Payment on Notes
RUSSELL HOLDINGS: Casa Granda Lot to be Auctioned Off on July 18
RYMAN HOSPITALITY: S&P Affirms 'B+' CCR & Rates $400 Loan 'BB'
SCHUYLKILL RAIL CAR: Case Summary & 20 Largest Unsecured Creditors
SEVEN ARTS: First Quarter Form 10-Q Delayed

SHASHTRIJI INC: Case Summary & 12 Largest Unsecured Creditors
SIFCO SA: Hearing on Brazilian Proceeding Adjourned to Aug. 6
SKY VENTURES: Files Chapter 11 to Sell Pizza Hut Outlets
SKY VENTURES: Case Summary & 20 Largest Unsecured Creditors
SOPAK ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors

SPENDSMART PAYMENTS: Reports $3.3-Mil. Net Loss in March 31 Qtr.
SPIRE CORP: Incurs $3.1 Million Net Loss in First Quarter
SPIRE CORP: Number of Directors Fixed at Seven
STELLAR BIOTECHNOLOGIES: To Present at Two Upcoming Conferences
TEMPLE UNIVERSITY: Fitch Affirms 'BB+' Rating on 4 Bond Series

THOMPSON CREEK: Appoints Anne Giardini as New Board Member
TMT GROUP: Court Okays Amendment of DIP Financing Final Order
TORSPO HOCKEY: Case Summary & 20 Largest Unsecured Creditors
TRANSDIGM GROUP: Fitch Affirms 'B' LT Issuer Default Rating
TRIPLANET PARTNERS: Files Schedules of Assets and Liabilities

UNIVERSITY GENERAL: Deal Gives Humana Members In-Network Benefits
UPPER VALLEY: US Trustee's Motion for Ch. 7 Conversion Withdrawn
UPPER VALLEY: Has Court's Nod to Hire Johnson Group as Accountant
USEC INC: Disclosure Statement Hearing Set for June 9
USEC INC: Files Schedules of Assets and Liabilities

VALEANT PHARMACEUTICALS: Moody's Keeps Ba3 CFR Over Allergan Deal
VICTORY ENERGY: Q1 Revenues Increased 108% Year-Over-Year
VYCOR MEDICAL: Files Form 10-Q, Incurs $787,000 Net Loss in Q1
WALKER LAND: Court Approves Davidson Backman as Panel Attorneys
XTREME POWER: Wants Until June 21 to File Reorganization Plan

ZALE CORP: Faces Lawsuits Over Proposed Merger with Signet

* Judge Weighs If Helping Prosecutors Violates Automatic Stay
* Law Firm in Hot Water for Collecting Fees Improperly

* Fitch Says LBOs 29% of Defaults Since Financial Crisis
* Junk Company Liquidity and Covenant Stress Remain Low
* U.S. Broadens Hunt for Tax Evaders

* Stewart Kagan Joins Fried Frank's New York Office as Partner

* BOOK REVIEW: Hospitals, Health and People


                             *********


AZ-TEC WATERWORKS: Gets Sued by Platte River for $15K Claim
-----------------------------------------------------------
Platte River Insurance Company filed a breach of contract
complaint in the Superior Court of Arizona against AZ-TEC
Waterworks P&M, L.L.C. and Ernesto de la Huerta, Jr.

Platte River said it issued an employer license and permit bond
for $20,000 to AZ-TEC pursuant to the agreement.  Mr. de la Huerta
also executed an agreement of indemnity in relation to AZ-TEC.
Under the Agreement and Indemnity, AZ-TEC and Mr. de la Huerta
were responsible for repaying any and all sums that Platte River
paid out to third party claimants against the Bond, less any
collateral applied toward the Bond payout.

Platte River related that a claim was made against the Bond, but
AZ-TEC and Mr. de la Huerta have failed and refused to pay the
sums that were expended on their behalf to pay claims that were
made against the Bond.

Thus, under its complaint, Platte River is asking the Superior
Court to issue an order to direct the Defendants to pay the
present principal sum of $15,000, with interest thereon at the
contractual rate of 4.25%  from November 23, 2009, until paid.
Platte River is also seeking reasonable prejudgment and
postjudgment attorneys' fees and costs incurred in the prosecution
of the action.

Platte River Insurance is represented by:

          PARKER LAW FIRM, P.L.C.
          John D. Parker, II, Esq.
          P.O. Box 63098
          Phoenix, Arizona 85082-3098


ABLEST INC: FTI Okayed as Operational Improvement Advisor
---------------------------------------------------------
Ablest Inc. and its debtor-affiliates won authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc. as operational improvement advisors, nunc pro
tunc to Apr. 1, 2014 petition date.

FTI Consulting's scope of services and terms of retention are
segregated between (A) Operational and Diligence Services and (B)
Evaluation and Improvement Services.  The Operational and
Diligence Services provided to the Debtors by FTI Consulting are:

   -- assist management with workers compensation insurance
      matters;

   -- assist with Decca Resdin and Vaugh ("DRV") projections and
      related diligence;

   -- provide support for additional due diligence around the
      Debtors' quality of earnings reports previously issued;

   -- assist with dataroom management as requested; and

   -- render other general business consulting or other
      operational and diligence related assistance as Debtors'
      management or counsel may deem necessary that are consistent
      with the role of an operational improvement advisor and not
      duplicative of services provided by other professionals in
      this proceeding.

The Evaluation and Improvement Services to be provided to the
Debtors by FTI Consulting will be performed in two phases as
follows:

   I. Phase One - Finance Organization Evaluation

      - a diagnostic will be performed to evaluate areas of risk
        and opportunity within the Finance Organization.  This
        will be based on a quick-look assessment across Finance
        operations focusing on the current business state.  A
        review of key areas of responsibility, including
        supporting processes and systems, for the Finance
        Organization will be performed to identify areas of
        improvement, focusing on those that potentially create
        significant business risk or for which improvement could
        provide material short term benefit.

   II. Phase Two - Executiion Advice

       Following the completion of Phase One, FTI would provide
       the following advisory services at the direction of, and
       reporting to, the Chief Executive Officer ("CEO"):

       - Support New Corporate Structure and Processes;

       - Corporate Services to Field and Franchisees;

       - Enhance Budgeting and Forecasting Processes;

       - Improve Financial Reporting;

       - Observe Operational Performance;

       - Merger Integration Planning;

       - FTI Consulting will provide Chris LeWand to manage and
         supervise the Evaluation and Improvement Services.

For Operational and Diligence Services, the customary hourly
rates, subject to periodic adjustments, charged by FTI Consulting
professionals anticipated to be assigned to this case are as
follows:

       Senior Managing Directors          $690-$925
       Directors/Managing Directors       $500-$765
       Consultants/Senior Consultants     $300-$550
       Administrative/Paraprofessionals   $135-$250

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

For services rendered in connection with the Evaluation and
Improvement Services, FTI Consulting shall receive a monthly fee.
The rates per month of services are as follows.  Partial months
will be rounded in quarterly payments of the amounts that follow:

FTI Rate Schedule:

       Rate 1: Senior Managing Director     $95,000
       Rate 2: Managing Director            $75,000
       Rate 3: Director                     $65,000
       Rate 4: Consultant and
               Sr. Consultant               $55,000

For Phase One Services, Mr. LeWand (Rate 1) will be accompanied by
two staff to focus on the Finance Organization Evaluation.  The
Finance Organization Evaluation shall cost $100,000, plus
applicable expenses and will last up to 3 weeks.  Thereafter, the
size of the FTI team and scope of work can be adjusted as need be
in mutual agreement with the Debtors and fees will be based on the
FTI Rate Schedule above.

For Phase Two Services, FTI will provide Mr. LeWand and two
additional staff at a monthly rate of $205,000 plus applicable
expenses, with any partial months pro-rated.

In addition to the fees outlined above, FTI will bill for
reasonable direct documented expenses which are alike to be
incurred on the Debtors' behalf during FTI's employment.  Direct
expenses will not exceed $30,000 per month without the prior
consent of the Debtors.  However, for each staff member added with
the consent of the Debtors as additional support resources, the
monthly expense cap will increase by $10,000, subject to the prior
consent of the Debtors.  Further, if FTI an any of its employees
are required to testify or provide evidence at or in connection
with any judicial administrative proceeding related to this
matter, FTI will be compensated at its regular hourly rates and
reimbursed for reasonable allocated and direct expenses, which
expenses will not exceed $30,000 without the prior consent of the
Debtors.

FTI holds a $150,000 retainer as of the petition date.

Michael A. Tucker, senior managing director with FTI Consulting,
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.

FTI Consulting can be reached at:

       Brian Kushner
       FTI CONSULTING, INC.
       2001 Ross Avenue, Suite 400
       Dallas, TX 75201
       Tel: (512) 415-2741
       Fax: (214) 614-9999
       E-mail: brian.kushner@fticonsulting.com

                         About Ablest Inc.

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

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

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

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

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

                          *     *     *

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


ALLIANCE FOR COLLEGE-READY: S&P Cuts Issuer Credit Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its school issuer
credit rating (ICR) to 'BB+' from 'BBB-' on the California
Statewide Communities Development Authority's school revenue
bonds, series 2012A, issued for Alliance for College-Ready Public
School's 46th and Main Project.  The outlook is stable.  The
rating only applies to the series 2012A bonds and does not apply
to Alliance as an organization.

"The revised rating incorporates our view that High School No. 5
has been challenged operationally in fiscal 2013 and 2014,
resulting in maximum annual debt service coverage of below 1x and
only 23 days' cash on hand for fiscal 2013," said Standard &
Poor's credit analyst Debra Boyd.  "In addition, the rating
reflects the application of the group ratings methodology,
including the strength of the Alliance organization as a whole,"
added Ms. Boyd.

Bond proceeds financed the acquisition and construction of a
parking lot and public charter high school facility in Los Angeles
for High School No. 5.  The borrower, 4610 S. Main Street Charter
Facilities LLC, is a limited liability company, the sole member of
which is Alliance for College-Ready Public Schools Facilities
Corp.  The sole member is a recently formed California nonprofit
public benefit corporation formed as a support organization for
charter schools formed and controlled by Alliance.  The borrower
is a single-purpose entity with no assets other than the facility.


ALOOJIAN ENTERPRISES: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Aloojian Enterprises LLC
        4419 N. Figueroa Street
        Los Angeles, CA 90065-3024

Case No.: 14-19565

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Hon. Sheri Bluebond

Debtor's Counsel: Sandford Frey, Esq.
                  CREIM MACIAS KOENIG & FREY LLP
                  633 W Fifth St 51st Fl
                  Los Angeles, CA 90071
                  Tel: 213-614-1944
                  Email: Sfrey@cmkllp.com


Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joe Abraham, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-19565.pdf


AMERI-KAL INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ameri-Kal Inc.
        P.O. Box 3157
        Wichita Falls, TX 76301

Case No.: 14-70145

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Wichita Falls)

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW & MEDIATOR
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Djoko Soejoto, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-70145.pdf


AMERIFORGE GROUP: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Ameriforge Group, Inc.'s (AFGlobal) Corporate Family Rating (CFR)
was affirmed at B2 while its Probability of Default rating was
affirmed at B2-PD. Concurrently, Moody's Investors Service
affirmed the B1 ratings for the company's senior secured revolving
credit facility which was upsized by $27.5 million (now $110
million revolving credit facility) and $535 million senior secured
first lien term loan ($65 million add-on). It also affirmed the
Caa1 rating for the $235 million senior secured second lien term
loan ($35 million add-on). The rating outlook was changed to
negative from stable.

The upsizing of the company's first lien and second lien debt
instruments increased the company's leverage sufficiently so as to
warrant a change in outlook but not in the CFR. The proceeds will
be used primarily to fund the company's acquisition of a
manufacturer and designer of customized subsea diverless
connection systems utilized in deepwater development projects. The
acquisition will broaden AFGlobal's current subsea product
offerings within the expanding diverless connector market. In
Moody's decision to affirm the B2 CFR, the growth prospects for
AFGlobal overall and the target's product and service offerings
were considered. The negative ratings outlook reflects the
leveraging nature of this debt-funded acquisition which raises the
company's proforma leverage to over 5.5 times. Although Moody's
expect leverage to improve, it is expected to be primarily through
significant EBITDA growth as opposed to free cash flow, thereby
making the pace of deleveraging uncertain. The rating also
reflects the expectation for continued growth through largely debt
financed acquisitions.

Affirmations:

Issuer: Ameriforge Group, Inc.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Affirmations:

Senior Secured Bank First Lien Revolving Credit Facility
(upsized) due December 19, 2017, Affirmed B1 (LGD3, 35%)

Senior Secured Bank First Lien Term Loan (upsized) due Dec. 19,
2019, Affirmed B1 (LGD3, 35%)

Senior Secured Bank Second Lien Term Loan (upsized) due Dec. 19,
2020, Affirmed Caa1 (LGD5, 85%)

Outlook Actions:

Issuer: Ameriforge Group, Inc.

Outlook, changed to negative from stable.

Ratings Rationale

The B2 CFR reflects customer segment concentration in the highly
cyclical oil and gas and aerospace and defense markets,
integration risks associated with the company's historical growth
through acquisition strategy, and its small size relative to the
market which includes some of the major OEM suppliers to the
energy industry. While annual sales and EBITDA have grown both
organically and through acquisitions over the few past years, the
additional $100 million of funded debt will increase AFGlobal's
Pro Forma Debt-to-EBITDA to 5.7 times (including Moody's standard
adjustments), however the B2 rating reflects Moody's expectation
that adjusted Debt-to-EBITDA will decline from this level over the
next year. The rating also incorporates Moody's expectation for an
improvement in the company's operating performance and working
capital management such that cash flow will turn positive and
EBITDA coverage of interest (including Moody's standard
adjustments) will approach 3 times by year end 2014 and be
sustained going forward. However, such improvement will require a
rapid pace of revenue and operating income growth over the
remainder of 2014 and into 2015.

The facilities are jointly and severally guaranteed by the parent
and each of the Borrower's existing and future direct or indirect
domestic subsidiaries. The revolver and term loan are secured by a
first priority interest in substantially all the tangible and
intangible domestic assets of the borrower and the guarantors
while the second lien term loan is secured on the same assets on a
second lien basis.

The negative ratings outlook reflects the elevated leverage
following this most recent debt-funded acquisition which will
require reliance on significant EBITDA growth to delever the
balance sheet over the near-term. The outlook also considers the
company's vulnerability to cyclical downturns.

What Could Pressure the Ratings

If the company's leverage was expected to increase to over 6
times, even for a short period of time or EBITDA coverage of
interest was anticipated to be sustained below 2 times, the rating
could be downgraded. A decrease in year-over-year margins or
ongoing weak free cash flow generation could also pressure the
ratings, particularly if it is accompanied by revenue contraction.
Additionally, another large debt financed acquisition before
leverage improves meaningfully could also pressure the ratings.

What Could Cause Positive Ratings Traction

Moody's anticipate further acquisitions and expansionary capital
expenditures to constrain the level of cash flow available to
reduce debt thereby making a ratings upgrade unlikely.
Nevertheless, the rating outlook could revert to stable if the
company's leverage was to decline to under 5.5 times for a
sustained period. The rating could be upgraded if the company's
free cash flow to debt were to increase to over 8% annually.

Ameriforge Group Inc., (AFGlobal) headquartered in Houston, Texas,
is a manufacturer of mission-critical products for a number of
segments within the oil and gas, general industrial, power
generation, and Aerospace/Transportation segment. Revenues for the
LTM period ended March 31, 2014 are anticipated to be over $800
million pro forma for the transaction.


AMERIFORGE GROUP: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Houston-based Ameriforge Group
Inc., doing business as AFGlobal Corp., and its 'B+' issue rating
on the company's first-lien senior secured term loan.  The
recovery rating on the first-lien term loan remains '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
in the event of a payment default.  At the same time, S&P affirmed
its 'B-' issue rating on the company's second-lien term loan debt.
The recovery rating remains '5', indicating S&P's expectation of
modest (10% to 30%) recovery in the event of a payment default.
The outlook is stable.

As of March 31, 2014, the company had $469.8 million of first-lien
term loan debt due in 2019 and $200 million of second-lien term
loan debt due in 2020.  The incremental issue amounts increase the
aggregate amounts on the first- and second-lien term loans to
$534.8 million and $235 million, respectively.  The company's
upsized $110 million revolving credit facility due in 2018 is not
rated.

S&P expects net proceeds from the proposed term loan issuance to
be used primarily to fund the planned acquisition and that the
upsized revolving credit facility will provide additional
liquidity.  Pro forma for the transaction, S&P estimates total
debt to EBITDA to be about 5.7x on a pro forma basis.  Based on
S&P's expectation for fiscal 2014, we project pro forma leverage
(including the impact of the planned acquisition, which S&P
expects will be completed in June 2014) would be reduced to the
mid-4x area by the end of 2014 and closer to 4x by the end of
2015.

"The stable rating outlook reflects our expectation that revenue
growth from new product offerings and strong demand in its
offshore E&P segment will continue to drive operating performance
and enable the company to improve profitability and strengthen
credit measures from current levels in line with our forecast.  We
also expect liquidity will remain adequate over the next 12 to 24
months," said Standard & Poor's credit analyst Mark Salierno.

S&P could lower ratings if operating performance falls short of
its expectations and leads to weaker cash flow generation and
tighter liquidity, such that total liquidity falls to less than
$50 million with no near-term improvement expected.  S&P believes
this could occur if a substantial drop in commodity prices leads
to a protracted decrease in spending by the company's E&P
customers, resulting in lower EBITDA levels and weaker credit
measures.  Based on pro forma debt levels, S&P estimates a
decrease in EBITDA in excess of 15% would cause the company to
approach its first-lien springing covenant requirement, which
would limit borrowing availability under the revolving credit
facility.

S&P would consider an upgrade if it believed that Ameriforge would
adopt a less aggressive financial policy, which would include the
company maintaining debt to EBITDA comfortably below a 5x
threshold on a sustained basis throughout the business cycle, with
a low likelihood of releveraging.  S&P considers this less likely
in the next one to two years given its expectation that the
company will continue to pursue small-to-midsize acquisitions to
support its growth objectives.


ARIANA ENERGY: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ariana Energy, LLC
        Suite 320, 2704 Old Rosebud Road
        Lexington, KY 40509-8631

Case No.: 14-51199

Chapter 11 Petition Date: May 13, 2014

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Judge: Hon. Tracey N. Wise

Debtor's Counsel: Mary L Fullington, Esq.
                  WYATT, TARRANT & COMBS, LLP
                  250 West Main Street, Suite #1600
                  Lexington, KY 40507-1746
                  Tel: (859) 233-2012
                  Email: lexbankruptcy@wyattfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael J. Robinson, authorized
representative.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/kyeb14-51199.pdf


AUDATEX NORTH AMERICA: S&P Affirms 'BB-' Rating After Upsizing
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue-level
ratings and '4' recovery ratings on Audatex North America Inc.'s
(a subsidiary of Solera Holdings Inc.) 6% senior notes due 2021
and 6.125% senior notes due 2023 are unaffected by the upsizing of
its existing $1.36 billion 6% notes and its existing $340 million
6.125% notes by an aggregate of $100 million.  The specific
allocation between the 6% notes and the 6.125% notes will be
determined upon pricing.

The '4' recovery rating indicates S&P's expectation of average
(30%-50%) recovery for lenders in the event of a payment default.
The proposed additional notes will have the same terms as the
company's existing senior notes.

The company will use the proceeds for working capital and other
general corporate purposes, which may include funding the
acquisition of the Insurance and Services Division of Pittsburgh
Glass Works LLC (I&S), potential put or call options on securities
of the company's Service Repair Solutions joint venture, and other
strategic initiatives.

S&P's 'BB-' corporate credit rating and outlook on Solera Holdings
Inc. are unchanged by the additional debt.  At close of the
transaction, S&P's pro forma adjusted leverage will increase to
the mid-3x area from about 3.3x at March 31, 2014 (S&P nets 75% of
the company's surplus cash balance against debt in S&P's
assessment of the company's leverage), which is still within the
parameters of the rating and outlook.  Any meaningful and
sustainable leverage improvement is unlikely, based on S&P's
expectation that Solera will continue using its available cash and
additional debt to fund future acquisitions, in line with its
objective of becoming a $2 billion company by fiscal 2020.

S&P's rating on Solera reflects its "fair" business risk profile
and "significant" financial risk profile, incorporating its
relatively narrow product focus, concentrated market in the U.S.,
and largely acquisition-driven growth that results in spikes in
leverage.  These factors offset Solera's leading position in
international markets, increasing diversification of its auto-
related business, its growing property claims business, as well as
its solid free cash flow generation.

Solera recently announced its planned acquisition of I&S, the
claims-related business from the Sherwood group of companies, and
sachcontrol AG, a property claims business.  S&P believes the
proposed acquisitions complement and enhance Solera's current
offerings through addition of glass claims processing (I&S
acquisition), car rental billing services and pet insurance claims
processing (Sherwood acquisition), and strengthen Solera's
property claims platform (sachcontrol acquisition).  S&P expects
these acquisitions to provide for cross-sell opportunities and
contribute to increase in revenue per household.


AWR WHOLESALE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: AWR Wholesale Inc.
           aka Alan Moss
        436 Lafayette Street
        New York, NY 10003

Case No.: 14-11604

Chapter 11 Petition Date: May 28, 2014

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Gilbert A. Lazarus, Esq.
                  LAZARUS & LAZARUS, P.C.
                  240 Madison Avenue, 8th Floor
                  New York, NY 10016
                  Tel: (212) 889-7400
                  Fax: (212) 684-0314
                  Email: gillazarus@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Alan Moss, president.

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


BAPTIST HOME: Retirement Home Sets Auction for Aug. 15
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Deer Meadows Retirement Community, a 491-bed facility
in Philadelphia, is on track to go up for auction on Aug. 15,
although no buyer is yet under contract.

According to the report, a hearing is set for June 25 to consider
approval of procedures governing the bidding and sale of the
retirement home's assets.  Interested buyers have until July 8 to
submit a so-called stalking horse bid.  The owner and the lenders
will select the stalking horse by July 25, the report related.

Other initial offers are due by Aug. 8, prior to an Aug. 15
auction and a hearing on Aug. 27 for sale approval, the report
added.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia estimated $10 million to $50 million
in assets and debt.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.


BARRINGTON SPRING HOUSE: Sold Without Auction for $1.5 Million
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 685-unit Riverside Park Apartment complex near
Dayton, Ohio, sold for $1.5 million in the absence of a higher
offer.  The U.S. Bankruptcy Court in Dayton approved procedures to
sell the property absent a higher offer, the report related.
According to the report, the trustee said in a court filing that
the sale to Brisben Properties LLC should be completed by June 4.

Barrington Spring House, LLC, dba Riverside Park Apartments,
sought protection under Chapter 11 of the Bankruptcy Code on
Jan. 9, 2014.  The case is In re Barrington Spring House,
14-30054 (S.D. Ohio).  The Debtor's counsel is James A Coutinho,
Esq., and Myron N Terlecky, Esq., at STRIP HOPPERS LEITHART
MCGRATH & TERLECKY CO., LPA, in Columbus, Ohio.  The Debtor said
its estimated assets range from $1 million to $10 million and its
estimated liabilities range from $1 million to $10 million.  The
petition was signed by Geoffrey W. Edelsten, managing member.


BERNARD L. MADOFF: Gov't Urges High Court to Reject Trustee Suit
----------------------------------------------------------------
Law360 reported that the U.S. Department of Justice's Office of
the Solicitor General filed an amicus brief asking the U.S.
Supreme Court to affirm the Second Circuit's decision denying the
bid of the trustee for Bernard Madoff's investment group to pursue
damages from HSBC Bank PLC and other banks he alleges facilitated
Madoff's Ponzi scheme.

According to the report, the brief said the Second Circuit had
correctly upheld the rulings of two district court judges when it
found in June that Picard -- the Securities Investor Protection
Act trustee for Madoff's brokerage Bernard L. Madoff Investment
Securities LLC, or BLMIS -- lacked standing to sue the banks
either on behalf of BLMIS or its customers, ruling that as a SIPA
trustee he stood in the shoes of Madoff, and as such he could not
sue a third party over a wrong participated in by Madoff.

The case is Picard v. JPMorgan Chase & Co. et al., case number 13-
448, in the U.S. Supreme Court.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BILO CORPORATION: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Bilo Corporation
        1580 Chapel Street
        New Haven, CT 06511

Case No.: 14-30909

Chapter 11 Petition Date: May 12, 2014

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Hon. Julie A. Manning

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, PC
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: 203-777-4206
                  Email: ressmul@yahoo.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stuart Rosencrantz, vice president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-30909.pdf


BRINK'S COMPANY: Moody's Cuts Rating on $480MM Unsec. Debt to Ba1
-----------------------------------------------------------------
Moody's Investors Services downgraded the rating on The Brink's
Company $480 million unsecured revolving credit facility to Ba1
from Baa3 and assigned a Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) of Ba1 and Ba1-PD
respectively. In addition a Speculative Grade Liquidity rating of
SGL-3, designating adequate liquidity, was assigned. The rating
outlook is stable. The actions conclude a review for downgrade
announced on April 15, 2014.

At the same time, the rating agency lowered the rating on the
Peninsula Ports Authority of Virginia -- Dominion Terminal
Associates bonds (DTA), guaranteed by Brink's, to Ba2 from Ba1.

Ratings Rationale

Brink's disclosed in April that it would start to apply a new
exchange rate (SICAD II) for results of its 61% owned subsidiary
in Venezuela. This led to a re-measurement of its net monetary
assets in that country as well as a downward revision in the
outlook for consolidated 2014 performance. Compared to previous
expectations the revised guidance, when the new exchange rate
would be used for a full-year's activity, would lower expected
revenues by some 10% but closer to a 25% reduction in the
company's defined segment profits. Over the last few years,
stronger profitability in its Latin American operations had served
to offset challenges in mature markets such as North America and
Europe in which it generally earned lower margins. With the
company's debt burden essentially unchanged by the exchange
development, leverage has become more elevated and coverage
measures weaker. Moreover, this comes at a time when further
investment to improve operating efficiencies in its home market
may be required yet internal capital generation available to fund
such investment or other restructuring is likely to be limited.
Qualitative factors also weighed on the downgrade. Those included:
weak operating profitability and mounting pre-tax losses in the
US; funding needs for legacy liabilities; and ongoing translation,
repatriation and geo-political risk concerns in several of its
offshore markets.

The Ba1 CFR incorporates Brink's ongoing market leadership across
a number of security related services, geographic diversification
and moderate financial leverage. The company remains profitable
with reasonable prospects for organic growth and it continues with
adequate liquidity. However, coverage metrics and margins have
diminished and are viewed as reflective of the Ba1 rating
category. As a service company, margins are comparatively thin but
have been under pressure in developed economies. Stronger margins
in international markets, where Brink's earns over 90% of its
profits, had mitigated much of this but will have less capacity to
do so going forward. Moody's expects adjusted debt/EBITDA leverage
to hover close to 3 times with adjusted EBIT/interest also around
3 times. While adjusted free cash flow is still anticipated, much
of this is dedicated toward pension contributions. Along with
qualitative issues, this left insufficient cushion in quantitative
metrics to accommodate any prospective growth initiatives or
further margin pressure.

The SGL-3 liquidity rating designates adequate liquidity which
stems from the company's continuing cash balances and expectations
of modest levels of free cash flow. While the minimal amount of
operating cash needed in any one country is small, given the
number of countries and currencies in which it operates, the total
required across the organization in aggregate can be relatively
high. Required payments under operating and capital leases as well
as an approaching installment in January 2015 under a private
placement (roughly $7 million) add to fixed charges but are
expected to be satisfied with internal resources. Brink's
continues with both a syndicated revolving credit ($480 million)
and several bi-lateral unsecured credit facilities ($64 million in
aggregate). Combined availability at the end of March would have
been around $330 million. Headroom under applicable financial
covenants provides sufficient flexibility to tap the unused
portion of the commitments.

The stable outlook is premised upon sustained margins which may
benefit from management actions to improve performance over time
and adequate liquidity.

An extended improvement in financial performance through
consistent earnings growth and material free cash flow generation,
resulting in consolidated debt/EBITDA below 2.5 times,
EBIT/interest above 4 times, and free cash flow-to-debt exceeding
10% on a sustainable basis could have positive rating
implications. Conversely, adjusted debt/EBITDA above 3.5 times,
EBIT margins at 5% or lower, EBIT/interest less than 2.5 times, or
a deterioration in liquidity could pressure the rating as could an
increase in structural subordination from higher debt levels at
international subsidiaries.

The Ba1 rating for the $480 million unsecured revolving credit
reflects its senior claims at the borrower level supported by up-
streamed guarantees from certain material domestic subsidiaries.
The DTA bonds are guaranteed by Brink's but lack the set of
upstreamed domestic guarantees, effectively making their claims
junior to those of the banks. This lowers their expected recovery
in downside scenarios and results in a Ba2 rating, one notch below
the CFR. Still, claims under both the revolving credit and DTA
bonds would be subordinate to liabilities at the collection of
international subsidiaries where Brink's generates the bulk its
profitability.

Ratings assigned:

The Brink's Company

Corporate Family, Ba1

Probability of Default, Ba1-PD

Speculative Grade Liquidity, SGL-3

Ratings downgraded:

The Brink's Company

$480 million revolving credit agreement, to Ba1 from Baa3,
Assigned a range of LGD4, 63 %

Peninsula Ports Authority of Virginia -- Dominion Terminal
Associates

$43.2 million bonds due in 2033, to Ba2 from Ba1, Assigned a
range of LGD6, 96 %

Outlook, Changed To Stable From Rating Under Review

The last rating action was on April 15, 2014 at which time the
company's ratings and stable outlook were placed under review for
downgrade.

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

The Brink's Company, headquartered in Richmond, VA, provides
security-related services on a global basis through its primary
operating entity, Brink's, Inc.. Services include cash-in-transit,
secure transportation of valuables, ATM servicing, payment
services, guarding, and related logistics. Reported revenue in
2013 was approximately $3.9 billion.


CHINA GINSENG: Late-Filed Form 10-Q Shows $675,000 Net Loss
-----------------------------------------------------------
China Ginseng Holdings Inc. previously filed with the U.S.
Securities and Exchange Commission a Notification of Late Filing
on Form 12b-25 with respect to its quarterly report on Form 10-Q
for the period ended March 31, 2014.

"The Registrant is in the process of preparing its consolidated
financial statements as of and for the three months ended March
31, 2014.  The process of compiling and disseminating the
information required to be included in its Form 10-Q interim
report for the three months and nine months ended March 31, 2014,
as well as the completion of the required review of the
Registrant's financial information, could not be completed by
May 15, 2014 without incurring undue hardship and expense," the
Company stated in the filing.

China Ginseng filed with the SEC on May 20, 2014, its Quarterly
Report disclosing a net loss of $674,564 on $0 of revenues for the
three months ended March 31, 2014, as compared with a net loss of
$1.42 million on $497,943 of revenues for the same period last
year.

For the nine months ended March 31, 2014, the Company reported a
net loss of $1.45 million on $2.55 million of revenues as compared
with a net loss of $3.06 million on $2.69 million of revenues for
the same period during the previous year.  The Company's balance
sheet at March 31, 2014, showed $11.60 million in total assets,
$14.30 million in total liabilities and a $2.70 million total
stockholders' deficit.

                        About China Ginseng

Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China.  The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards.  However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production.  Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.

                           Going Concern

"As indicated in the accompanying consolidated financial
statements, the Company had an accumulated deficit of $10,864,299
as of March 31, 2014 and there are existing uncertain conditions
the Company foresees relating to its ability to obtain working
capital and operate successfully.  Management's plans include the
raising of capital through the debt and equity markets to fund
future operations and the generating of revenue through its
businesses.  Failure to raise adequate capital and generate
adequate sales revenues could result in the Company having to
curtail or cease operations.

"Additionally, even if the Company does raise sufficient capital
to support its operating expenses and generate adequate revenues,
there can be no assurances that the revenues will be sufficient to
enable it to develop business to a level where it will generate
profits and cash flows from operations.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern," the Company stated in the Quarterly Report for the
period ended March 31, 2014.


CIVITAS SOLUTIONS: IPO Filing No Impact on Moody's 'B3' CFR
-----------------------------------------------------------
Moody's Investors Service commented that Civitas Solutions, Inc.'s
(the indirect parent of National Mentor Holdings, Inc.) filing of
a Form S-1 registration statement with the SEC on
May 27th, indicating the company's intention of making a public
equity offering, is credit positive. This plan does not currently
impact National Mentor's B3 Corporate Family Rating (CFR), B1
rating for its senior secured credit facilities, Caa2 rating for
the company's senior unsecured notes, or stable outlook.

The principal methodology used in this rating was the Global
Healthcare Service Providers 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.

Headquartered in Boston, MA, National Mentor provides home and
community-based health and human services to (i) individuals with
intellectual/developmental disabilities ("I/DD"); (ii) persons
with acquired brain injury ("ABI") and other catastrophic injuries
and illness; and (iii) at-risk youth with emotional, behavioral or
medically complex needs and their families ("ARY"). Most of the
company's services involve residential support, typically in small
group homes, host homes, and small specialized community
facilities. Non-residential services consist primarily of day
programs and periodic services in various settings. National
Mentor is privately-owned by sponsor Vestar Capital Partners V,
L.P. The company generated net revenue of approximately $1.2
billion for the twelve months ended March 31, 2014.


COLDWATER CREEK: Disclosure, Loan Hearings Postponed
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy court in Delaware rescheduled for
June 12 the hearings on Coldwater Creek Inc.'s request for final
approval of its debtor-in-possession financing and the disclosure
statement explaining its Chapter 11 liquidating plan.

According to the report, the Official Committee of Unsecured
Creditors asked the judge to rescind approval of a $42 million
loan to finance the bankruptcy, which the creditors said was never
necessary.  As for the proposed liquidating Chapter 11 plan, the
committee said it's principally designed to dispense lawsuit
immunity to officers, insiders and lenders, the report related.

                      About Coldwater Creek

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

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

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

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

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

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


COMMACK HOSPITALITY: Plan Outline Hearing Moved to June 25
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
adjourned the hearing on Commack Hospitality, LLC's Disclosure
Statement to June 25, 2014, at 11:30 a.m. prevailing Eastern Time.

The adequacy hearing on the Plan outline was last scheduled for
April 23.

                   1st Amended Plan Outline Filed

Shortly before the April hearing, the Debtor filed a First Amended
Disclosure Statement with respect to the Plan of Reorganization it
proposed.

Under the First Amended Disclosure Statement, Allowed Unsecured
Claims are reclassified as Class II Claims and Interest Holders
are reclassified as Class III Claims.

About $300,000 will be distributed on the Plan Effective Date pro
rata to Class II claim members.  Starting on the first month after
the Effective Date, Class II claim holders will get its pro rata
share of $30,000 until such time the Holder gets an aggregate of
50% of its Allowed Claim.  In the event of a sale of the Property
pursuant to the "LIWEN Option", an amount equal to the then unpaid
amount of their then Allowed Claim will be paid.

LIWEN or the Long Island Women's Empowerment Network and the
Debtor are parties to a five-year lease as of March 2013.  LIWEN
was awarded a contract with Suffolk County to operate a temporary
shelter for homeless families prior to Hurricane Sancy.  When the
Debtor signed the Lease, it granted LIWEN an option to purchase
the Shelter Property.  The current option price is $15,200,000.

A copy of the First Amended Disclosure Statement dated April 22 is
available at http://bankrupt.com/misc/COMMACK_1stAmdDS.PDF

                 Disclosure Statement Objections

Before the First Amended Disclosure Statement was filed, two
parties filed objections to the Plan outline.  They are Stabilis
Master Fund III, LLC, and Wingate Inns International, Inc.

Stabilis expressed concern that the Debtor's future depends solely
on the political vagaries of local government.  Stabilis cited
that the Debtor proposed a five-year restructuring of its secured
debt where its only source of income is generated by a lease with
its tenant, LIWEN, which is totally dependant on a contract from
Suffolk County which is a grant to run a homeless shelter expiring
in June 2015.

Stabilis noted that the Plan proposed to pay it over a time period
that extends beyond the term of the Suffolk County grant, with a
future balloon payment from a sale or refinance at a time when the
Home Shelter Property will general zero income.

For its part, Wingate Inns said the Disclosure Statement (1)
contain insuffient information regarding the LIWEN lease, and (2)
fails to contain adequate information as to the value of the
Debtor's assets and fails to provide a proper liquidation
analysis, among other things.

In response, the Debtor argued that the DS Objections represent an
attempt by the Objecting Parties to derail the Plan process to
improve their leverage.  The Parties seek disclosure of
information that either has no relevance to the adequacy of the
Disclosure Statement, the Debtor said.  The Debtor also said it
was amending the Disclosure Statement to provide clarification.

A summary of the Objections and the Debtor's responses to them is
set forth in a chart available at:

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

Stabilis Master Fund III, LLC is represented by:

          THOMPSON & KNIGHT LLP
          Michael V. Blumenthal, Esq.
          Jennifer A. Christian, Esq.
          900 Third Avenue, 20th Floor
          New York, New York 10022
          Tel No: (212) 751-3001
          Fax No: (212) 751-3113
          Email: michael.blumenthal@tklaw.com
                 Jennifer.christian@tklaw.com

Winsgate Inns International is represented by:

          FORMAN HOLT ELIADES & YOUNGMAN LLC
          David S. Catuogno, Esq.
          Constance N. DeSena, Esq.
          80 Route 4 East
          Paramus, New Jersey 07652
          Tel No: (201) 845-1000
          Fax No: (201) 845-9112
          Email: dcatuogno@formanlaw.com
                 cdesena@formanlaw.com

                   About Commack Hospitality

Commack Hospitality, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70931) on March 10, 2014.  The
petition was signed by Viral Patel as managing member.  In its
schedules and statements, the Debtor listed $17 million in assets
and $13 million in liabilities.  Laurence May, Esq., and Mark
Tsukerman, Esq., of Cole Schotz Meisel Forman & Leonard PA serve
as the Debtor's counsel.  Judge Alan S. Trust presides over the
case.


COMMACK HOSPITALITY: Can Use Stabilis Cash Collateral Thru June 16
------------------------------------------------------------------
Commack Hospitality LLC and Stabilis Master Fund III, LLC,
executed a stipulation that provides for the turnover of funds
held by the rent receiver and the use of those funds, which
constitute Stabilis' cash collateral within the meaning of 11
U.S.C. Sec. 636(a), to make adequate protection payments to
Stabilis to be applied to reduce Stabilis's claim and for the
payment of property taxes.

The Bankruptcy Court entered an interim approval on the Turnover
Stipulation on May 5, 2014.  Through the earlier of (i) June 16,
2014, (ii) confirmation of a plan of reorganization or (iii)
termination pursuant to paragraph 9 of the Stipulation and Order,
unless the parties extend the terms of the Stipulation and Order
or its terms are otherwise extended by order of this Court, Cash
Collateral will be held and disbursed solely in accordance with
the Stipulation and Order.

                   About Commack Hospitality

Commack Hospitality, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70931) on March 10, 2014.  The
petition was signed by Viral Patel as managing member.  In its
schedules and statements, the Debtor listed $17 million in assets
and $13 million in liabilities.  Laurence May, Esq., and Mark
Tsukerman, Esq., of Cole Schotz Meisel Forman & Leonard PA serve
as the Debtor's counsel.  Judge Alan S. Trust presides over the
case.


CUMULUS MEDIA: Stockholders Elected 7 Directors at Annual Meeting
-----------------------------------------------------------------
The 2014 annual meeting of stockholders of Cumulus Media Inc. was
held on May 22, 2014, at which the stockholders:

   (1) elected Lewis W. Dickey, Jr., Brain Cassidy, Ralph B.
       Everett, Alexis Glick, Jeffrey A. Marcus, Robert H.
       Sheridan, III, and David M. Tolley to Board of Directors;

   (2) approved, on an advisory basis, the compensation of the
       Company's executive officers; and

   (3) ratified the appointment of PricewaterhouseCoopers LLP as
       the Company's independent registered public accounting firm
       for 2014.

                       About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is an operator of
radio stations, currently serving 110 metro markets with more than
525 stations.  In the third quarter of 2011, Cumulus Media
purchased Citadel Broadcasting, adding more than 200 stations and
increasing its reach in 7 of the Top 10 US metros.  Cumulus also
acquired the Citadel/ABC Radio Network, which serves 4,000+ radio
stations and 121 million listeners, in the transaction

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

Cumulus Media reported net income attributable to common
shareholders of $165.40 million in 2013 following a net loss
attributable to common shareholders of $54.16 million in 2012.
As of Dec. 31, 2013, the Company had $3.87 billion in total
assets, $3.35 billion in total liabilities and $512.74 million in
total stockholders' equity.

                        Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure
the debt under the Credit Agreement.  If the lenders accelerate
the required repayment of borrowings, we may be forced to
liquidate certain assets to repay all or part of such borrowings,
and we cannot assure you that sufficient assets will remain after
we have paid all of the borrowings under such Credit Agreement.
If we were unable to repay those amounts, the lenders could
proceed against the collateral granted to them to secure that
indebtedness and we could be forced into bankruptcy or
liquidation," the Company said in the 2013 Annual Report.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed its
'B' corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith.  "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


CONNECTEDU INC: FTC Seeks Protection of Student Privacy Risk
------------------------------------------------------------
The Federal Trade Commission has authorized staff of the FTC's
Bureau of Consumer Protection to send a letter to the court
overseeing the bankruptcy proceedings of education technology
company ConnectEdu raising concerns about the proposed sale of the
company's assets, which include student information. The company
collected data from high school and college students, along with
their parents and counselors, to provide guidance on career
choices.

In its privacy policy, ConnectEdu promised consumers that prior to
any sale of the company, consumers would be notified and have the
ability to delete their personally identifiable data. The letter
states that the terms of the sale of the company and its
subsidiary Academic Management Systems, Inc., in bankruptcy do not
provide consumers the notice and choice set forth in the privacy
policy and could potentially run afoul of both the FTC Act and the
Bankruptcy Code.

Commission staff has weighed in before to help protect consumers'
privacy interests in bankruptcy proceedings such as in Borders
bookstores and XY Magazine.

The Commission vote approving the issuance of the letter was 5-0.
The letter was filed in In re ConnectEdu, Inc., No. 14-11238, in
U.S. Bankruptcy Court in the Southern District of New York.

The Federal Trade Commission works for consumers to prevent
fraudulent, deceptive, and unfair business practices and to
provide information to help spot, stop, and avoid them. To file a
complaint in English or Spanish, visit the FTC's online Complaint
Assistant or call 1-877-FTC-HELP (1-877-382-4357). The FTC enters
complaints into Consumer Sentinel, a secure, online database
available to more than 2,000 civil and criminal law enforcement
agencies in the U.S. and abroad. The FTC's website provides free
information on a variety of consumer topics. Like the FTC on
Facebook, follow us on Twitter, and subscribe to press releases
for the latest FTC news and resources.

CONTACT INFORMATION
MEDIA CONTACT:
Jay Mayfield
Office of Public Affairs
202-326-2181

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

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


CONNECTEDU INC: FTC Says Consumer Ombudsman Necessary
-----------------------------------------------------
Jessica L. Rich, Director of Bureau of Consumer Protection of the
Federal Trade Commission, sent a letter dated May 22 to Bankruptcy
Judge Shelley C. Chapman regarding the Chapter 11 case of
ConnectEdu, Inc.

"I am the Director ofthe FTC's Bureau of Consumer Protection (BCP)
and am writing to express BCP's concerns about the ConnectEDU
matter referenced above.  It is our understanding, based on
publicly available information, that ConnectEDU and its
subsidiaries, including Academic Management Systems, Inc., have
filed for Chapter 11 bankruptcy protection and have proposed
selling substantially all of their assets, potentially including
personal information about individuals. . . . Further, it is our
understanding that this information . . . was collected over 12
years from users ofthe www.ConnectEDU.com and affiliated websites
and services operated under the ConnectEDU brand name. We are
writing to express our concern that a sale that includes
ConnectEDU PI may violate Section 363(b)(1)(A) of the Bankruptcy
Code, as well as the prohibition on deceptive practices under the
Federal Trade Commission Act, 15 U.S.C. Sec. 45(a)," Ms. Rich
said.

She also wrote, "Many users would likely consider the protection
of their personal information to be very important. In addition,
information about teens is particularly sensitive and may warrant
even greater privacy protections than those accorded to adults.
These users as well as their parents would likely be concerned if
their information transferred without restriction to a purchaser
for unknown uses."

"We understand that ConnectEDU is proposing to sell its assets
through a bankruptcy proceeding. . . .  The sale may include the
transfer of ConnectEDU PI to one or more purchasers,
including North Atlantic Capital, which, according to its public
website, manages investment funds.

"If the sale includes the transfer of personal information,
ConnectEDU must comply with Section 363(b)(1)(A) of the Bankruptcy
Code, which states that a debtor may not sell personally
identifiable information about an individual covered by a privacy
policy prohibiting the transfer of that information to a third
party, unless the sale is consistent with the policy.

"Alternatively, a consumer privacy ombudsman must be appointed to
assist the court in determining whether the sale would violate
applicable nonbankruptcy law.

"We believe that any sale of the personal information of
ConnectEDU's customers would be inconsistent with ConnectEDU's
privacy policy, unless ConnectEDU provides those customers with
notice and an opportunity to delete the information," Ms. Rich
said.

She said the agency's concerns about the sale, transfer, or use of
users' personal information inconsistent with privacy promises
would be greatly diminished if ConnectEDU: (1) provided users with
notice of the sale of their personal information and opportunity
for its removal; or (2) destroyed the personal information.
Alternatively, under Section 363(b)(1)(B), the Court could appoint
a privacy ombudsman to ensure that the privacy interests of
ConnectEDU's customers are protected.

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

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

On May 16, 2014, Bankruptcy Judge Shelley C. Chapman approved
procedures with respect to the sale of the Debtor's assets.  Bids
were due May 23 and an auction was set for May 27.  The sale
approval hearing was set for May 29.

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


CONQUEST SANTA FE: Court Dismisses Chapter 11 Case
--------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona has dismissed Conquest Santa Fe, L.L.C.'s
Chapter 11 bankruptcy case.

As reported by the Troubled Company Reporter on Nov. 5, 2013, the
Debtor asked the Court to dismiss its case, saying that it and its
secured lender, LPP Mortgage Ltd., filed a joint motion to approve
settlement agreement and for stay relief, which sought court
approval of a settlement agreement between the Debtor and
LPP.  ?If the Settlement Agreement is approved by this Court,
after notice and hearing, LPP will be provided with stay relief,
thereby allowing LPP to proceed with the pending foreclosure of
all of the Debtor's real and personal property and to obtain a
receiver for the Hotel.  Once the receiver is appointed or the
foreclosure occurs, the Debtor will no longer have any assets
remaining in its possession or in the Estate, leaving the Debtor
with no ability or reason to reorganize under Chapter 11," the
Debtor said.

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Lowell E.
Rothschild, Esq., Scott H. Gan, Esq., and Frederick J. Petersen,
Esq., at Mesch, Clark & Rothschild, P.C., in Tucson, Arizona,
serve as counsel to the Debtor.

The Debtor owns and operates the 92-room Hyatt Place Hotel on
Cerillos Road in Santa Fe, New Mexico, which opened for business
on May 25, 2010.

The Debtor filed its First Amended Chapter 11 Plan and Disclosure
Statement on May 20, 2013.


CUBIC ENERGY: Calvin Wallen Reports 41.4% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission on May 27, 2014, Calvin A. Wallen, III,
disclosed that he beneficially owned 45,348,171 shares of common
stock of Cubic Energy, Inc., representing 41.4 percent based on
77,505,908 shares of Common Stock outstanding on May 7, 2014, as
disclosed in the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 2014.  Mr. Wallen previously reported
beneficial ownership of 50,131,548 common shares at Oct. 8, 2013.

Mr. Wallen is a director and Chairman of the Board of Directors of
the Company and president and chief executive officer of the
Company, and president of each of Tauren Exploration, Inc., and
Langtry Mineral & Development, LLC, entities that are wholly owned
by Mr. Wallen.

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

                       http://is.gd/38C4VQ

                        About Cubic Energy

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

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

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


DETROIT, MI: Detroit Blight Removal Task Force Presents Plan
------------------------------------------------------------
The Detroit Blight Removal Task Force presented its plan and
recommendations to eliminate blight in the city of Detroit on
Tuesday before hundreds of residents and community leaders as well
as Detroit Mayor Mike Duggan and Emergency Financial Manager Kevyn
Orr.

The plan, "Every Neighborhood Has a Future . . . And It Doesn't
Include Blight," is based on eight months of research, data
collection and analysis targeted to remove all blight within
Detroit's 139 square mile geography.  The plan was presented by
Detroit Blight Removal Task Force chairpersons Dan Gilbert,
founder and chairman of Rock Ventures and Quicken Loans Inc., Dr.
Glenda Price, president of the Detroit Public Schools Foundation,
and Linda Smith, executive director of U-SNAP-BAC.

Mr. Gilbert, Ms. Price and Ms. Smith provided an overview of their
work, including a brief demonstration of the data tool enlisted to
survey all 380,000 parcels in the city of Detroit, and summarized
the Task Force's recommendations to remove blight in Detroit.

Mr. Gilbert, who read from the report's chairperson introduction,
said, "Just like removing only part of a malignant cancerous tumor
is no real solution, removing only part or incremental amounts of
blight from neighborhoods and the city as a whole is also no real
solution.  Because, like cancer, unless you remove the entire
tumor, blight grows back."

Background

In September 2013, the Obama Administration convened the Detroit
Blight Removal Task Force to develop a detailed implementation
plan to remove every blighted structure and clear every blighted
vacant lot in the City of Detroit as quickly as possible using an
environmentally-conscious approach.  The chairpersons led a team
of experts from the city, state and federal government, public and
private sectors and the foundation community to collect data and
create a set of recommendations.

Process

The Task Force's first mission was to physically assess and
quantify blight in the city.  More than 150 Detroit residents were
hired and trained to survey every real estate parcel in the City
of Detroit between mid-December 2013 and late January 2014.
Utilizing a recently developed technology called Motor City
Mapping, created by Loveland Technologies and Data Driven Detroit,
the teams photographed and documented the condition, occupancy and
other factors visibly available on each structure and vacant lot
in the city.  Then 24 data sets from the local, state, federal,
and private sector -- such as utility connections, postal service
data and foreclosure information -- were added to the Motor City
Mapping database.  For the first time in Detroit's history, a deep
and complete picture of each property in the city is now
accessible for strategic, tactical analytics and decision making.

"Community participation and input was essential to our work,"
said Ms. Smith.  She noted that resident and community groups
provided valuable feedback that impacted the Task Force's final
blight removal recommendations.

The Task Force also set out to define blight by studying city and
state descriptions, and identified "blight indicators," or parcel
characteristics that would likely lead to a property becoming
blighted in the near future.  The Task Force defined blight as a
parcel that exhibited any of the following characteristics:

a public nuisance;

an attractive nuisance;

fire damaged or otherwise dangerous;

have code violations posing a severe and immediate health or
safety threat;

are open to the elements and to trespassing;

are already on the City's Buildings, Safety, Engineering, and
Environmental Department (BSEED) Demolition list;

are owned or under the control of a land bank;

previously had utilities, plumbing, heating or sewerage
disconnected, destroyed, removed, or rendered ineffective;

are a tax-reverted property;

have been vacant for five consecutive years;

or, have not been maintained to code.

Properties with "blight indicators" are those properties and
structures which did not meet our definition of blight, yet had
the following characteristics: were occupied and/or abandoned
(regardless of duration), or were publicly owned by local or state
authorities, or owned by Government Sponsored Entities (such as
Fannie Mae and Freddie Mac).  While a small number of these
properties may appear in fair condition today, there is a high
probability that they will become blighted in the near future and
need to be removed.  The Task Force recommends the approach of
further inspection, data gathering and analysis to determine the
appropriate intervention.

The team also set out to understand how blight had become such an
overwhelming condition within the city's borders, and how it had
been addressed in the past.  The Task Force immersed itself in the
various legal processes necessary to banish blight and identified
the procedural barriers that have allowed blight to spread.  The
Task Force also met with leading demolition and deconstruction
experts to better understand those processes and estimate costs
for future work.  During the presentation, Ms. Price said through
this specific research the Task Force identified several process,
legal and funding recommendations to eliminate blight and equally
important, to impede its further spread.  "Once blight is removed
all kinds of possibilities will exist," Ms. Price said.

Findings

The survey identified a total of 84,641 "neighborhood blight"
parcels (defined as residential, small commercial structure and
vacant lots only).  Among those, the Task Force recommends 40,077
structures and 6,135 vacant lots for immediate action, and further
evaluation for an additional 38,429 structures that exhibited
blight indicators.

Recommendation Highlights

Detroit Future City's land use policies and Mayor Duggan's 10-
Point Plan provided the framework for the Task Force's
recommendations to tackle the enormous mission to eliminate blight
in Detroit.  The recommendations rely heavily on an approach to
community engagement, supported by technology, that will
continually gather insights into blight removal from residents and
apply that information to shape the best possible interventions
for all Detroiters.  Recommendation highlights include:

Annual survey of all 380,000 parcels, conducted by the Detroit
Land Bank Authority, utilizing Motor City Mapping.  Future updates
to the tool will allow the public to submit real-time information
as conditions change in their neighborhoods, and will make the
data accessible to residents as well as all municipal departments.
A second phase of Motor City Mapping will soon be available,
thanks to a recent $1 million investment by J.P. Morgan Chase &
Co.  The new version, "People's Property Dashboard" will provide
the public with a transparent view of all parcels in the city and
enable residents to update neighborhood property information in
real-time.

Support ongoing city efforts to strengthen codes, update
ordinances and change laws that support a proactive approach to
parcel intervention.  In addition, the city should continue to
take aggressive action to attain title and remove blight in
abandoned and vacant properties by improving the hearing process
and establishing a new demolition review board that would be
dedicated to reviewing such requests.

Use the Strategic Assessment Triage Tool (SATT) that will help
prioritize data from annual parcel survey and define neighborhoods
where intervention will be most effective in the near term.

Removal recommendations for blighted neighborhood structures that
are beyond opportunity to be stabilized or rehabilitated.
Recommendations for environmental measures, deconstruction
opportunities, demolition needs and recycling potential are
provided.  The Task Force recommends that the city establish two
new construction and demolition recycling centers within the city
limits, funded by the Michigan Economic Development Corporation,
in partnership with the Michigan Department of Environmental
Quality, to add capacity for the influx of refuse from the
deconstruction process.

Initiate a call to action to all Detroit stakeholders --
businesses, churches and residents -- to focus philanthropic
funding and volunteer resource programming on clearing and
maintaining vacant lots in the city.  In addition, the city and
Detroit Land Bank Authority should actively provide property
owners the opportunity to purchase adjacent vacant lots at low
cost.

Stay ahead of future blight by promoting property tax policy that
encourages participation and addresses properties at risk of
foreclosure.  In turn, using and strengthening existing fines and
penalties for blight offenders.

The City should maximize the impact of Plan of Adjustment funds by
deploying them in ways that increase the potential for future
revenue.  This includes expanding the use of funds to
rehabilitation in neighborhoods as well as for clearing
residential, commercial, and vacant lots.

Timeline & Funding

The Blight Task Force projects a total cost of $850 million to
remove all neighborhood blight in the City of Detroit.  To date,
approximately $456 million in funding has been identified for
blight removal, including $88 million which is accessible
immediately.  An additional $368 million is expected to be made
available over the next five years through the "Plan of
Adjustment," pending bankruptcy court approval.

"The great news is that before this plan is underway, more than
half of the funds needed to eliminate neighborhood blight is in
place," Mr. Gilbert said.  "These funds provide a meaningful
runway to start this blight removal work.  I am confident that as
residents, stakeholders and others see the progress, more funding
will naturally be committed because it will be clear that the
return on investment will be more than significant," he said.

The Task Force believes that all blight in Detroit can be removed
in five years or less, and acknowledged that this timeline will
require additional funding, tremendous coordination and
partnerships among residents, as well as the public, private and
philanthropic sectors.

                  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.


DIRECTCASH PAYMENTS: Moody's Affirms 'B1' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service changed DirectCash Payments Inc.'s
ratings outlook to stable from negative and upgraded the company's
speculative grade liquidity rating to SGL-2 from SGL-3. At the
same time, Moody's affirmed DirectCash's B1 corporate family
rating (CFR), B1-PD probability of default rating and B3 senior
unsecured notes rating.

"The outlook change to stable reflects DirectCash's recent debt
repayment which has enabled leverage to decline by about half a
turn to 3.1x, a level supportive of the B1 CFR, and which is
expected to be maintained through the next 12 to 18 months", said
Peter Adu, Moody's lead analyst for DirectCash. "The SGL rating
upgrade reflects increased availability under the company's
revolving credit facility as well as improved covenant cushion
following amendments in late 2013," Mr. Adu added.

Upgrade Action:

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

Ratings Affirmed

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

$125M Senior Unsecured Regular Notes due 2019, B3, LGD5, 77%
from (LGD5, 79%)

Outlook Action:

Changed to Stable from Negative

Ratings Rationale

DirectCash's B1 CFR primarily reflects its narrowly-focused
business and small scale, limited free cash flow generating
potential given its large dividend payment (about 30% of EBITDA),
acquisitive growth orientation which periodically increases
leverage, and key person risk with its CEO. The company operates
in a competitive and fragmented industry and is challenged by
limited organic growth prospects due to an ongoing shift to online
payment methods. The rating considers the company's strong market
position, good geographic diversity, relatively stable recurring
revenue which is enhanced by the use of long term contracts, and
moderate leverage (adjusted Debt/EBITDA of 3.1x at Q1/14). Given
the secular decline in the ATM market, Moody's expects DirectCash
to sustain leverage around 3x through the next 12 to 18 months to
remain firmly in the rating category.

The outlook is stable to reflect expectations that key credit
metrics will be maintained at levels that are appropriate for the
B1 rating through the next 12 to 18 months.

The rating could be upgraded if the company maintains a good
liquidity position, sustains adjusted Debt/EBITDA below 2.5x and
EBITDA-Capex/ Interest towards 3x through its future acquisitions
and addresses key person risks. The rating could be downgraded if
adjusted Debt/EBITDA is sustained above 3.5x and EBITDA-Capex/
Interest is maintained below 2x. The rating could also be
downgraded if free cash flow were to remain negative for an
extended period or if DirectCash pursues a material debt-financed
acquisition.

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

DirectCash Payments Inc. is an ATM provider in Canada, Mexico,
Australia, New Zealand and the U.K. The company also provides
debit and ATM transaction processing services and sells prepaid
cards and debit terminals. Revenue for the twelve months ended
March 31, 2014 was $250 million.


DOLAN CO: Defends Prepackaged Restructuring Plan
------------------------------------------------
In support of the approval of disclosure statement for the
prepackaged plan of reorganization, and in response to the
objection of the Official Committee of Equity Security Holders,
The Dolan Company, et al. stated that there is no basis for the
assertions in the law or in the facts of the Chapter 11 cases.
Dolan said the Equity Committee has raised serious allegations
against certain of their advisors -- Kevin Nystrom, the Debtors
chief restructuring officer, and Durc Savani, the Debtors'
investment banker at Peter J. Solomon Company -- asserting that
each advisor has been duplicitous in the process.

According to the Debtor:

   1. the Plan is fair and equitable to holders of Dolan
interests.  The Peter J. Solomon Company valuation is the result
of careful analysis and the application of generally accepted
valuation methods, unlike the Goldin Valuation; and

   2. the PJSC Valuation's accuracy is validated by the Debtors'
prepetition marketing process.

Additionally, the Debtors assert that the Plan must be confirmed.

The Debtors noted that since the middle of 2012, they have been
engaged in arm's-length, good-faith negotiations with their major
stakeholders to restructure their long-term debt obligations.  The
Plan satisfies each of the requirements for confirmation and
represents the best possible outcome for the Debtors, the estates,
and all parties in interest in the Chapter 11 cases.  To enable
the Debtors to implement the value-maximizing Restructuring
Transactions contemplated by the Plan, the Plan must be confirmed.

Meanwhile, Bayside Capital, Inc. and its affiliates joined in and
adopted the legal and factual arguments set forth in the
confirmation and valuation briefs; and requested that the Court
(i) overrule the Plan Objection and (ii) confirm the Plan.

Bayside, as (a) successor administrative agent and significant
lender under the Debtors' prepetition secured credit agreement,
dated Dec. 6, 2010, and (b) administrative agent and significant
lender under the Debtors' postpetition secured credit agreement
dated March 26, 2014,

Bayside is represented by:

         David M. Fournier, Esq
         David B. Stratton, Esq.
         John H. Schanne II, Esq.
         PEPPER HAMILTON LLP
         Hercules Plaza, Suite 5100
         1313 N. Market Street
         P.O. Box 1709
         Wilmington, DE 19801-1709
         Tel: (302) 777-6500
         Fax: (302) 421-8390

              - and -

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

              - and -

         Sarah Link Schultz, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1700 Pacific Avenue, Suite 4100
         Dallas, TX 75201
         Tel: (214) 969-2800
         Fax: (214) 969-4343

On May 23, the Debtors submitted a modified joint prepackaged Plan
of Reorganization which provides that all existing Dolan Interest
will be canceled as of the Effective Date and New Topco will issue
the Reorganized Equity to Holders of Prepetition Credit Agreement
claims entitled to receive Reorganized Equity pursuant to the
Plan.

A copy of the Modified Plan is available for free at
http://bankrupt.com/misc/DOLANCOMPANY_modifiedplan.pdf

As reported in the Troubled Company Reporter on May 19, 2014, the
Equity Committee has said Bayside Capital, who voted on the plan
designed to reduce debt by about $100 million to some $50 million
by giving lenders all the new stock and at least $50 million in
new debt, bought the secured debt and proceeded to limit borrowing
ability under the loan, tighten covenants, collect "egregious
fees" and raise interest rates.

The Equity Committee has objected to Bayside's secured claim,
which they say is about $150 million.  From the total, the
committee wants the judge to toss out $15 million, representing
what they call "outrageous fees" and "exorbitant rates," Bloomberg
further related.  The committee added that the remainder of the
claim should be equitably subordinated.

The H.I.G. Capital LLC that is poised to become Dolan's majority
owner and is an affiliate of Bayside denied accusations that its
$150 million in prepetition secured claims should be rejected over
what the Equity Committee calls "predatory behavior" that
allegedly forced the Debtor into Chapter 11.

The U.S. Trustee has contended that the disclosure statement
didn't explain a $50 million decline in the Company's value over a
space of six weeks just before bankruptcy.

                      About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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


DOLAN CO: Bayside Insists Claims Are Valid, Enforceable in Full
---------------------------------------------------------------
Bayside Capital, Inc. and its affiliates, responded to the
objection of the Official Committee of Equity Security Holders,
which seeks to disallow the senior secured claims asserted by The
Dolan Company's lenders in their entirety.  The Committee alleges
bad faith or improper conduct on the part of the lenders or the
Debtors.

Bayside asserted that their claims are valid and enforceable in
full.  There is no legal basis to disallow any of the claims.

Bayside is successor administrative agent and significant lender
under The Dolan Company, et al.'s prepetition secured credit
agreement, dated Dec. 6, 2010, and (b) administrative agent and
significant lender under the Debtors' postpetition secured credit
agreement dated March 26, 2014.

Bayside noted that the claims had nothing to do with any of the
three other amendments that materially changed the Credit
Agreement's economics:

   * the Third Amendment of Oct. 5, 2012, which, among other
things, (i) converted $100 million of the Revolver in the Term
Loan, (ii) increased interest rate margins, and (iii) required
certain payments under the Credit Agreement;

   * the Fifth Amendment of July 8, 2013, which, among other
things, (i) mandated divesture of the mortgage default processing
services (NDeX), (ii) required the NDeX sales proceeds be used to
pay down the Term Loan, and (iii) authorized the lenders'
Administrative Agent to retain a financial consultant at the
Debtors' expense; and

   * the Sixth Amendment of Oct. 31, 2013, which, among other
things, (i) accelerated the Credit Agreement's maturity date by
one year to Dec. 31, 2014, (ii) increased the applicable interest
rate margins, and (iii) required the Debtors generate, by
March 31, 2014, at least $50 million in cash through one or more
liquidity transactions outside of the normal operations, and
"tightened certain financial covenants."

Each of these three amendments was made between approximately 1.5
years and 1.5 months before Bayside bought any Dolan debt.

On May 22, Bayside filed under seal their response to the
objection of the Equity Committee to prepetition credit agreement
claims.

In a separate filing, the Debtors responded to the objection of
the Equity Committee stating that the objection must be denied.

The Equity Committee, on May 20, submitted a supplement to its May
19 objection to the Prepetition Lender Claims.  The supplement
reiterated its earlier request that the Court enter an order
disallowing the Prepetition Lender Claims.

                      About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

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


DOLAN CO: Albertelli Defends Bid for Stay Relief
------------------------------------------------
James E. Albertelli, P.A., doing business as Albertelli Law and
The Albertelli Firm, P.C., replied to The Dolan Company, et al.'s
objection to Albertelli Law's motion for relief from stay or any
applicable plan injunction.

Albertelli Law requested for the stay relief to litigate its
claims against Debtor, American Processing Company, LLC, doing
business as NDeX, by commencing litigation in an appropriate
federal or state court in the State of Florida.

According to Albertelli Law, the Debtors' objection sought to
overcome its lack of substance by larding on the sarcasm and
dismissiveness.  Additionally, (i) the Debtors have failed to
satisfy their burden of proof that Albertelli Law lacks adequate
protection as to its interest in its setoff rights; and the
Debtors' arguments in opposing the request for stay relief based
on cause other than adequate protection inherently lack
credibility.

The Debtors responded to the motion of Albertelli Law, stating
that it must be denied because Albertelli's claim is concocted and
the Debtors are prepared to timely adjudicate the validity and
amount of Albertelli's claim in the Court.

The Official Committee of Equity Security Holders submitted its
limited joinder in support of relief requested in the Debtors'
objection, notwithstanding that it may not agree with all of the
factual and legal allegations contained therein.

As reported in the Troubled Company Reporter on May 20, 2014,
Albertelli Law seeks to pursue a $27 million claim against Dolan
subsidiary NDeX, a software company, which it says erased its
files.  Albertelli alleged NDeX violated its contract when it
wiped the server where the firm stored 275,308 files of client
information.  It claims it is owed a total of $27,530,800 for lost
productivity technical services it purchased in order to recover
and the data, and that it continues to pay down a $10 million debt
it owes to NDeX as part of their software license agreement.

Albertelli Law told Bankruptcy Judge Brendan Linehan Shannon
lifting the stay would not affect Dolan's prepackaged
restructuring plan, and allow it to file suit against NDeX in
Florida federal or state court.

James E. Albertelli, P.A., is represented by:

         Brett D. Fallon, Esq.
         Douglas N. Candeub, Esq.
         MORRIS JAMES LLP
         500 Delaware Avenue, Suite 1500
         Wilmington, DE 19801-1494
         Tel: (302) 888-6800
         Fax: (302) 571-1750
         E-mails: bfallon@morrisjames.com
                  dcandeub@morrisjames.com

              - and -

         James H. Post, Esq.
         SMITH HULSEY & BUSEY
         225 Water Street, Suite 1800
         Jacksonville, FL 32202
         Tel: (904) 359-7700
         Fax: (904) 359-7708
         E-mail: jpost@smithhulsey.com

                   About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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


DOLAN CO: U.S. Trustee Fights to Retain Equity Committee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee assigned in Dolan Co.'s bankruptcy
case told the U.S. Bankruptcy Court in Wilmington, Del., that the
service provider for the legal industry that intended to be out of
bankruptcy by now needs an official committee to represent
shareholders.

According to the report, the U.S. Trustee decided there's a chance
the company is solvent and appointed an official shareholders'
committee in April.  The company responded almost immediately by
asking the bankruptcy judge to disband the committee, the report
related.  The U.S. Trustee, the Justice Department's bankruptcy
watchdog, opposes disbanding the committee, saying the judge can't
rule simply by asking whether he would have appointed a committee,
the report further related.

                   About The Dolan Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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


DYNAVOX INC: Sells to Sweden's Tobii Technology after Auction
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Court in Wilmington, Del.,
approved the sale of DynaVox Inc.'s business for $18 million
to Tobii Technology AB from Danderyd, Sweden.  According to the
report, the price fully pays $14.5 million in secured debt owing
to JEC-BR Partners LLC, a venture between FEC-BR Partners LLC and
JEC Capital Partners LLC.

                         About Dynavox Inc.

DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10785) on April 6, 2014.  Two of its
affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also
filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the
following day.  The Debtors estimated assets and debts of at least
$10 million.  Cousins, Chipman & Brown, LLP, serves as the
Debtors' counsel.  Judge Peter J. Walsh presides over the case.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.


EDENOR SA: Three Directors Appointed to Audit Committee
-------------------------------------------------------
Edenor SA filed with the U.S. Securities and Exchange Commission a
report informing that at the Company's Board of Directors meeting
held on May 8, 2014, these documents were approved:

      Condensed Statement of Financial Position, Condensed
      Statement of Comprehensive Loss, Condensed Statement of
      Changes in Equity, Condensed Statement of Cash Flows, Notes
      to the Financial Statements, Informative Summary and the
      information required by section 68 of the aforementioned
      regulations, relating to the three-month interim period
      ended March 31, 2014.

Also at the meeting, the Company's Board resolved to appoint
Directors Eduardo Llanos, Maximiliano Fernandez and Juan Cuattromo
as members of the Audit Committee.

                  Supervisory Committee's Report

In accordance with the provisions of Section 294 of Argentine
Companies Law No. 19.550 and the Rules of the Argentine Securities
and Exchange Commission, the Supervisory Committee has reviewed
the interim condensed financial statements of Edenor SA.

"Based on our review, we noticed no particular aspect that led us
to believe that the interim condensed financial statements
mentioned in paragraph 1 were not prepared, in all material
respects, in accordance with International Accounting Standard
34."

The Company reported in the interim period closed on March 31,
2014, a net loss of AR$738,6 million, accumulated losses of
AR$851,9 million and a working capital deficit of AR$2,065.3
million.

An abstract of the relevant part of Minutes No. 384 of Board of
Directors' Meeting held on May 8, 2014, is available for free at:

                        http://is.gd/UdxVN4

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion
of revenue from sales for the year ended Dec. 31, 2013, as
compared with a loss of ARS 1.01 billion on ARS 2.97 billion of
revenue from sales in 2012.  Edenor reported a net loss of
ARS 291.38 million in 2011.

As of March 31, 2014, the Company had ARS 7.56 billion in total
assets, ARS 7.12 billion in total liabilities and ARS 437.73
million in total equity.


EINSTEIN NOAH: S&P Affirms 'B+' CCR on Improved Business Risk
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Lakewood, Colo.-based bagel bakery restaurant
chain Einstein Noah Restaurant Group Inc.

The stable outlook reflects S&P's view that Einstein's performance
will benefit from favorable trends in the breakfast-reliant
bakery-cafe segment of the restaurant industry, despite heightened
competition.  S&P expects the company's menu innovations coupled
with cost savings initiatives to propel modest profitability gains
over the next year.

"The "weak" business risk profile reflects the company's small
position in the increasingly competitive and highly fragmented
bakery-cafe segment of the restaurant industry, its strong
dependence on the breakfast segment, and limited product
diversity," said credit analyst Mariola Borysiak.  "We believe the
large concentration of sales during breakfast hours exposes the
company to significant competition as a growing number of
restaurant chains add or expand their breakfast offerings.  In
addition, insignificant start-up costs associated with similar
food service establishments make it easy for new competitors to
enter the market."

S&P's stable rating outlook reflects its view that Einstein's
performance will benefit from favorable trends in the bakery-cafe
segment of the restaurant industry, despite heightened
competition.  S&P expects the company's menu innovations coupled
with cost savings initiatives to propel modest profitability gains
over the next year.

Downside Scenario

S&P could consider a downgrade if increasing competition in the
breakfast daypart hurts Einstein's sales growth and margins and
results in leverage that exceeds 4.0x.  S&P estimates that about a
22% decline in EBITDA and constant debt levels would likely result
in total debt to EBITDA exceeding this threshold.  Under this
scenario, S&P would revise its assessment of the company's
financial risk profile to "aggressive".

Upside Scenario

S&P do not consider an upgrade likely over the next 12 months,
given Einstein's small position in the increasingly competitive
breakfast segment of the restaurant industry, and its limited
success in increasing its lunch business and very modest levels of
free operating cash flow based on our projected performance.
However, a higher rating would be predicated on the company's
ability to successfully diversify its product offering and expand
its operations into other dayparts while maintaining existing
credit measures.  Under this scenario S&P could reassess its
comparable ratings modifier to neutral from negative.


EMPRESAS INTEREX: Court Approves CRIM Settlement Agreement
----------------------------------------------------------
The U.S. Bankruptcy Court approved a settlement agreement and
stipulation filed by Empresas Interex Inc. and creditor Municipal
Revenue Collection Center, known in Spanish as Centro de
Recaudacion de Ingresos Municipales (CRIM).

CRIM filed Claim No. 13.

The parties relate that during the Nov. 21, 2013 confirmation
hearing, the parties informed the Court that they had reached an
agreement as to the contested matters related to the Debtor's
objection to CRIM's proof of claim.

The settlement agreement dated Dec. 12, 2013, provides that, among
other things:

   a. CRIM made an attachment on account in the name of Ryam
      Corp. with Banco Popular de Puerto Rico, on June 23, 2008,
      to collect personal property taxes owed by Ryam to CRIM.

   b. On July 22, 2008, the Debtor filed a lawsuit in the Puerto
      Rico Court of First Instance, San Juan Section for the
      dissolution of the attachment, claiming that the funds in
      the account belonged thereto and not Ryam.

   c. CRIM filed proof of claim No. 13 for $79,323, of which
      $62,238 was claimed as secured.

   d. The Debtor waives any claim or interest in the account.

   e. Within the next five days of the filing of the final
      agreement, the Debtor will file a motion for the voluntary
      dismissal of the complaint with prejudice.  Furthermore,
      the Debtor agreed not to oppose any finding by the Court
      that the funds in account ***-**-3534 belong to Ryam.

   f. Within the next three days of being notified of the filing
      of the motion for the voluntary dismissal of the complaint
      CRIM will withdraw POC No. 13.

United Surety & Indemnity Company opposed to the settlement
agreement.

                  About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


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

     Debtor                                      Case No.
     ------                                      --------
     Encore Acceptance I, LLC                    14-13698
     1291 Galleria Drive, Suite 230
     Henderson, NV 89014

     Encore Service Corporation, LLC             14-13699
     1291 Galleria Drive, Suite 230
     Henderson, NV 89014

Chapter 11 Petition Date: May 27, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtors' Counsel: Michael C. Van, Esq.
                  SHUMWAY VAN & HANSEN, CHTD
                  8985 S. Eastern Ave., #100
                  Las Vegas, NV 89123
                  Tel: (702) 478-7770
                  Fax: (702) 478-4779
                  Email: michael@shumwayvan.com
                         rob@shumwayvan.com

                                   Scheduled    Scheduled
                                     Assets    Liabilities
                                  ----------   -----------
Encore Acceptance I                $4.12-Mil.  $1.33-Mil.
Encore Service                     $165,000    $0

Encore Acceptance's petition was signed by Zachary Roberts,
manager.

Encore Service's petition was signed by Richard Lee Broome,
manager.

A list of Encore Acceptance's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-13698.pdf

A list of Encore Service's three unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-13699.pdf


ENERGY FUTURE: Amends Restructuring Support and Lock-Up Agreement
-----------------------------------------------------------------
In anticipation of their bankruptcy filing, Energy Future Holdings
Corp. and its subsidiaries on April 29, 2014, entered into a
Restructuring Support and Lock-Up Agreement with various
stakeholders to effect an agreed upon restructuring of the
Reorganizing Entities through a pre-arranged Chapter 11 plan of
reorganization.

On May 16, 2014, the Reorganizing Entities and certain of the
Consenting Parties entered into the Second Amendment to the
Restructuring Support and Lock-Up Agreement, which included an
amendment to the definition of "Consenting Ad Hoc TCEH Committee"
and extended the deadline for the Reorganizing Entities to file
the RSA Assumption Motion, a copy of which is available at
http://is.gd/5mRgcK

The Amendment provides that the definition of "Required Consenting
Creditors" in the RSA is revised to: "at least three (3) members
of the Ad Hoc TCEH Committee who are Consenting Creditors who
collectively hold at least 50.1% of the TCEH First Lien Claims
held by the members of the Ad Hoc TCEH Committee who are
Consenting Creditors."

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

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

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


EPR PROPERTIES: Fitch Affirms BB Rating on $346MM Preferred Stock
-----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of EPR Properties
(NYSE: EPR) as follows:

-- Issuer Default Rating (IDR) at 'BBB-';
-- $535 million unsecured revolving line of credit at 'BBB-';
-- $275 million senior unsecured term loan facility at 'BBB-';
-- $875 million senior unsecured notes at 'BBB-';
-- $346.3 million preferred stock at 'BB'.

Key Rating Drivers

The affirmation of EPR's IDR at 'BBB-' is driven by the consistent
cash flows generated by the company's triple-net leased megaplex
movie theatres and other investments across the entertainment,
education and recreation segments, resulting in strong credit
metrics.  EPR benefits from generally strong levels of rent
coverage across its portfolio and structural protections including
cross-collateralization among properties operated by certain
tenants.

While cinema attendee demand has remained consistent over a long
time period, some other investment types lack as long a track
record.  Credit concerns include significant, though abating,
tenant concentration in the charter school segment and concerns
about the company's investment in niche asset classes that are
less proven and may be less liquid or financeable during periods
of potential financial stress.

Low Leverage for 'BBB-'

Leverage was strong at 4.9x over the trailing 12 months (TTM)
ended March 31, 2014, down marginally from 5.0x at year-end 2013
and 2012, respectively.  The company has generally operated in the
4.5x to 5.0x range over the past five years.  Fitch projects
leverage will increase and sustain at 5.3x through 2016, driven by
an expansion in build-to-suit investments, which require large
capital outlays in advance of the assets producing cash flow.
This ratio is appropriate for the 'BBB-' rating given EPR's niche
property focus.  Leverage is defined as net debt divided by
recurring operating EBITDA.

Strong Fixed-Charge Coverage

EPR's fixed-charge coverage is solid for a 'BBB-' IDR. Fixed-
charge coverage was 2.6x for the TTM ended March 31, 2014, flat
from 2.6x in 2013 and up slightly from 2.5x in 2012.  Fitch
projects that EPR's fixed-charge coverage ratio will continue to
improve and surpass 3.0x by 2016, which would be strong for the
'BBB-' rating.  The expected improvement is driven by an
increasing level of high-yielding acquisitions, partially offset
by increased interest expense from unsecured bond issuances.
Fitch expects that new investments will generally target equal
weightings across the entertainment, education and recreation
segments.  Fitch defines fixed-charge coverage as recurring
operating EBITDA less recurring capital expenditures and straight-
line rent adjustments, divided by cash interest incurred and
preferred stock dividends.

Manageable Lease Expiration Profile

EPR has no megaplex theatre leases expiring in 2014 and theatre
lease expirations through 2017 represent only 8% of total
revenues.  Megaplex theatres currently represent 56% of total
revenues over the TTM ended March 31, 2014.  Within the company's
charter school segment, which represents 13% of total revenue,
nearly all leases expire after 2030.  Historically, most tenants
have chosen to exercise their renewal options, which has mitigated
re-leasing risk and provided predictability to portfolio-level
cash flows.  Over the past several years some theatre tenants have
given back space, but more recently this trend has subsided as
tenants have reconfigured space to downsize seat counts and
include more amenities such as dining options and more spacious
seating.  Rent spreads can vary greatly depending on the operating
performance of the asset.

Adequate Liquidity

Fitch calculates that EPR's liquidity coverage ratio is 1.6x for
the period from April 1, 2014 to Dec. 31, 2015.  While EPR
benefited by expanding its revolving credit facility earlier in
2014, liquidity coverage is weighed down by $276 million of
expected build-to-suit development expenditures over the forecast
period.  Liquidity coverage would improve to 2.1x assuming secured
debt is refinanced at 80%, although this scenario is unlikely as
EPR has stated its intention to have a fully unencumbered
portfolio.  Fitch defines liquidity coverage as sources of
liquidity (unrestricted cash, availability under the unsecured
revolving credit facility, expected retained cash flows from
operating activities after dividend payments) divided by uses of
liquidity (debt maturities, development expenditures and recurring
capital expenditures).

EPR paid out 91% of its AFFO in the form of dividends in the first
quarter of 2014, up slightly from previous quarters.  Fitch
believes the company's payout ratio will be in the 80% to low 90%
range and internally generated liquidity will be used in part to
fund new investments.

Appropriate Unencumbered Asset Coverage of Unsecured Debt
EPR has adequate contingent liquidity from its unencumbered asset
pool.  Unencumbered asset coverage of net unsecured debt (UA/UD)
is 2.0x when applying a stressed 12% capitalization rate to
unencumbered net operating income (NOI).  This ratio is
appropriate for a 'BBB-' IDR.  The company continues to unencumber
its megaplex theatre assets, improving the quality of the
unencumbered pool as EPR transitions to an entirely unsecured
funding model.

Staggered Debt Maturities

Debt maturities are manageable through 2017, with no year's
maturities representing more than 7.2% of total debt, and only
mortgage debt is maturing.  Beyond 2018, the maturities represent
unsecured debt offerings which are larger in size.  As the company
continues to grow, Fitch expects the company will ladder its debt
maturity profile appropriately which will reduce refinancing risk
in any given year.  EPR plans on continuing to pay off mortgage
debt and further migrate to an unsecured funding model.  However,
in certain instances adding mortgage debt may be necessary.  For
example, EPR assumed $90.3 million of mortgage debt in April 2014
in order to complete an 11-theatre, $117.7 million portfolio
acquisition.

High Tenant Concentration is Receding

EPR's largest tenant, American Multi-Cinema, Inc. (AMC) (IDR of
'B'; Positive Outlook), accounted for 24% of total revenues in the
first quarter of 2014, followed by Cinemark USA, Inc. (9%),
Imagine Schools, Inc. (8%), Regal Cinemas, Inc. (Regal; 8%) and
Peak Resorts, Inc. (5%).  The exposure to AMC has consistently
decreased since the company's inception principally via
acquisitions.  In 2014, EPR acquired 11 theatre properties for a
total purchase price of approximately $117.7 million that are
leased on a triple-net basis under a master lease agreement to a
subsidiary of Regal, increasing exposure to Regal.  Overall, the
company's top 10 tenants accounted for 70% of total revenue in the
most recent quarter, emblematic of the limited number of national
operators across the entertainment and recreation segments.

The company has been expanding its relationships with new charter
school operators.  EPR had 23 charter school tenants during the
2013-2014 school year as opposed to one tenant during the 2010-
2011 school year.  In April 2014, the company sold four Imagine
charter schools in Florida to a Florida-centered buyer, generating
net proceeds of $46.1 million.  This sale not only reduced EPR's
exposure to Imagine, but also helped demonstrate some degree of
liquidity in the public charter school space.

While most of EPR's theatre leases and all of EPR's charter school
leases for a given operator are cross-defaulted, a tenant
bankruptcy could allow for the rejection of certain non-economic
leases.  Given that most of EPR's top tenants are either unrated
or have below-investment-grade ratings, the potential for
corporate default, bankruptcy and lease rejection could reduce
EPR's rental revenues.  Mitigating this risk is that on a
portfolio- and property-level basis, EBITDAR adequately covers
rent payments for the majority of EPR's properties, and for each
of EPR's tenants.

Steady Theatre Business

North American box office revenue has grown at a compound annual
growth rate of nearly 4% over the past 25 years.  While revenue
was only up 1% in 2013 compared to 2012, this was attributable to
a comparatively weaker film slate.  Box office revenues were
resilient throughout the global financial crisis and ensuing
recovery, with revenue increasing or staying flat in every year
from 2005 to 2013, with the exception of 2011.  Since the
company's formation in 1997, no theatre tenant has missed a lease
payment, and no tenants on a portfolio-wide basis have EBITDAR
coverage of rent below 1.0x.

Niche Sectors with Idiosyncratic Risks

The ratings reflect EPR's focus on investing in non-core property
types that are likely less liquid or financeable during periods of
market stress.  In addition, certain investments are exposed to
idiosyncratic risks, such as the gaming licensing process
associated with the Adelaar casino project (previously the site of
the Concord resort in the Catskills, New York) that EPR is
developing along with Empire Gaming.

While the company's entertainment, education and recreation
properties are typically well-located and have high-quality
amenities, alternative uses of space may be limited and may
require significant capital expenditures to attract alternate
tenants.

EPR has previously made some ill-timed non-core investments
including entering the vineyard and winery business at the top of
the market.  Going forward, management intends on continuing to
focus on its three investment segments, which Fitch views
positively.  Management has a specialized knowledge within these
non-commodity commercial real estate segments which helps shape
the company's longer term strategy.

Education Segment Evolving

EPR is highly focused on the burgeoning market for education
investments.  The company's education segment included investments
in 56 public charter schools and two early education centers as of
March 31, 2014.  This portfolio consists of 2.9 million square
feet and is 100% leased.  Fifteen new properties are expected to
come on line in 2014 including two private schools and at least
five early childhood education centers.

EPR has been able to work through most of the 12 schools closings
or charter non-renewals with Imagine, its largest charter school
tenant.  The charters were revoked due to poor academic
performance; however, EPR resolved many of the problems though
asset swaps, subleases and sales.  Because of the structural
protections with the Imagine master lease, including a $16.4
million letter of credit, EPR did not miss any rental payments
from Imagine.

Preferred Stock Notching

The two-notch differential between EPR's IDR and its preferred
stock rating is consistent with Fitch's 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
Criteria Report dated Dec. 23, 2013, as EPR's preferred securities
have cumulative coupon deferral options exercisable by EPR and
thus have readily triggered loss absorption provisions in a going
concern.

Stable Outlook

The Stable Outlook reflects that leverage is expected to sustain
around 5.3x while fixed-charge coverage continues to improve.
These strong credit metrics are offset by the unique risks to
EPR's specialty property types such as liquidity and alternative
use.  The Stable Outlook further reflects EPR's adequate liquidity
coverage and minimal refinancing risk.

Rating Sensitivities

The following factors may have a positive impact on the ratings
and/or Outlook:

  -- Greater institutional acceptance of the asset classes which
     EPR owns;

  -- Fitch's expectation of leverage sustaining below 4.0x
     (leverage was 4.9x as of March 31, 2014);

  -- Fitch's expectation of fixed-charge coverage sustaining above
     3.0x (coverage was 2.6x for the TTM ended March 31, 2014).

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

  -- Fitch's expectation of leverage sustaining above 5.5x;
  -- Fitch's expectation of fixed-charge coverage sustaining below
     2.2x;
  -- Liquidity coverage sustaining below 1.25x, coupled with a
     strained unsecured debt financing environment.


ERF WIRELESS: Files Form 10-Q, Reports $1 Million Net Loss in Q1
----------------------------------------------------------------
ERF Wireless, Inc., on May 20, 2014, filed with the U.S.
Securities and Exchange Commission its quarterly report for the
period ended March 31, 2014.  The Company was unable to file the
Quarterly Report within the prescribed time period because it
needed additional time to complete the Form 10-Q.

For the three months ended March 31, 2014, ERF Wireless reported a
net loss attributable to the Company of $1.05 million on $1.59
million of total sales for the three months ended March 31, 2014,
as compared with a net loss attributable to the Company of $1.65
million on $1.91 million of total sales for the same period a year
ago.  The Company's balance sheet at March 31, 2014, showed $4.16
million in total assets, $11.97 million in total liabilities and a
$7.80 million total shareholders' deficit.

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.


EVANS & SUTHERLAND: Stockholders Elected Two Directors
------------------------------------------------------
Evans & Sutherland Computer Corporation held its 2014 annual
meeting of shareholders on May 15, 2014, at which the
stockholders:

   (1) elected William Schneider and Michael Campbell as
       directors;

   (2) ratified the selection of Tanner LC as the independent
       registered public accounting firm for 2014:

   (3) approved, on a non-binding discretionary basis, the
       compensation paid to the Company's named executive
       officers; and

   (4) approved the Evans & Sutherland Computer Corporation 2014
       Stock Incentive Plan.

                      About Evans & Sutherland

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

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


EXIDE TECHNOLOGIES: Obtains Approval of DIP Agreement Amendment
---------------------------------------------------------------
Exide Technologies on May 28 disclosed that it has received
approval of an amendment to its Debtor-in-Possession (DIP) credit
agreement.

Principally, the amendment provides an extension of Exide's
deadline to file the Plan of Reorganization (POR) from May 31 to
June 30, 2014.  The Company requested this change to give
stakeholders more time to successfully evaluate the terms of the
POR.

"Exide and its advisors believe that it is prudent to provide the
Unofficial Committee of Secured Noteholders and the Official
Committee of Unsecured Creditors additional time to review and
consider the Company's revised five-year business plan submitted
to them earlier this month," said Robert M. Caruso, President and
Chief Executive Officer of Exide Technologies.  "In connection
with this expectation, we believe it would be beneficial to extend
the May 31 milestone date to submit the POR under our DIP
financing by an additional 30 days."

The amendment also increases the quarterly and rolling four
quarter capital expenditure limits to $36 million and $120
million, respectively, as well as expands the limits on factoring
from EUR75 million to EUR100 million and permits subsidiaries
domiciled in additional countries to engage in factoring
arrangements.

"Exide continues to invest in its business, and this amendment to
the DIP supports our commitment to ongoing improvements in our
operations and facilities," added Caruso.

Additional details are available in the Company's 8-K, filed on
May 28, available at http://ir.exide.com/sec.cfm

                     About Exide Technologies

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

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

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

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

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

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

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


FIBERMARK INC: Can't Revive Nuisance Suit Against NJ DEP
--------------------------------------------------------
Law360 reported that Fibermark North America Inc. couldn't upend a
verdict for New Jersey's Department of Environmental Protection in
a suit over flowing landfill waste that a bankruptcy court freed
the paper company from treating on its property but that the state
allegedly refused to cork.

According to the report, the New Jersey Appellate Division
rejected Fibermark's challenges to jury instructions following a
trial on its nuisance claim against the state's environmental
regulator.  Fibermark contended that the trial court mistakenly
told the jury that the company had to show that the DEP's
"palpably unreasonable actions or inactions" caused the alleged
nuisance, the report related.  Instead, Fibermark said it had to
show the DEP was responsible for a nuisance that caused an
unreasonable interference with the use and enjoyment of its
property, the report further related.

The case is Fibermark North America Inc. v.  New Jersey Department
of Environmental Protection, case number A-5075-11T2 in the
Superior Court of New Jersey, Appellate Division.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
f, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.  Effective Jan. 3,
2006, having completed all conditions for emergence, the company
implemented its Plan of Reorganization, which had been approved by
the U.S. Bankruptcy Court for the District of Vermont on Dec. 5,
2005.


FLUX POWER: Incurs $1.7 Million Net Loss in March 31 Quarter
------------------------------------------------------------
Flux Power Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.74 million on $94,000 of net revenue for the
three months ended March 31, 2014, as compared with a net loss of
$1.09 million on $108,000 of net revenue for the same period in
2013.

For the nine months ended March 31, 2014, the Company reported a
net loss of $3.40 million on $157,000 of net revenue as compared
with a net loss of $231,000 on $700,000 of net revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2014, showed $1.45
million in total assets, $4.30 million in total liabilities and a
$2.85 million total stockholders' deficit.

As of March 31, 2014, the Company had a cash balance of
approximately $673,000, negative working capital of approximately
$355,000 (including approximately $395,000 of prepaid advisory
fees), and an accumulated deficit of approximately $7,384,000.
The Company does not currently believe that its existing cash
resources are sufficient to meet the Company's anticipated needs
during the next twelve months, and that additional financing is
required by the first quarter of fiscal 2015 to support current
operations.

                         Bankruptcy Warning

"If we are unable to increase sales of our products or obtain
additional funding in the near future, our cash resources will
rapidly be depleted and we may be required to further materially
reduce or suspend operations, which would likely have a material
adverse effect on our business, stock price and our relationships
with third parties with whom we have business relationships, at
least until additional funding is obtained.  If we do not have
sufficient funds to continue operations, we could be required to
liquidate our assets, seek bankruptcy protection or other
alternatives that would likely result in our receiving less than
the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or some
of their investment in us," the Company stated in the filing.

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

                        http://is.gd/F259Zz

                          About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2013.  The independent auditors noted that the Company has
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.


FRESH & EASY: Creditors' Committee Backs Chapter 11 Plan
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Old FENM Inc.,
f/k/a Fresh & Easy Neighborhood Market Inc., and Old FEPC LLC,
f/k/a Fresh & Easy Property Company LLC, supports the Debtor's
supports the Joint Chapter 11 Plan of Reorganization and its
accompanying disclosure statement.  As set forth in the Plan and
the Disclosure Statement, all creditors will be paid in full under
the Plan and, hence, are unimpaired and deemed to accept the Plan.

As reported by the Troubled Company Reporter on May 26, 2014, a
hearing is scheduled on May 30, 2014, at 11:00 a.m. to consider
approval of the Disclosure Statement.  The Plan effectuates a
global settlement of claims with the Debtors' ultimate parent,
Tesco Plc, which has agreed to subordinate recoveries on over $581
million in claims against the Debtors and to contribute assets
from Old FEPC LLC to Old FENM Inc. so that all other allowed
claims against the Debtors can be paid in full in cash, and the
Plan provides for the general release of all claims by the Debtors
and their creditors against Tesco and its representatives and
affiliates.

Given that no creditors are voting on the Plan and there are no
other foreseeable barriers to the Debtors immediately declaring
the effectiveness of the Plan if and when it is approved by the
Court, the Committee proposes that the Court set an expedited
timetable for the confirmation hearing.  The Debtors have
requested a confirmation hearing on July 15, 2014.  The Committee
requests that the Court shorten notice so that the confirmation
hearing occur on June 26, 2014, the next omnibus hearing date in
these cases and the same date currently set for the fairness
hearing on the Debtors' settlement of certain class action claims.
Consummation of the class action settlement is also a condition to
the effectiveness of the Plan.  Objections to the Plan could be
filed one week prior to the hearing by June 19, 2014.

                      About Fresh & Easy

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

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

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

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

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


FRIENDSHIP VILLAGE: Fitch Affirms BB- Rating on 3 Rev. Bond Series
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the following
Illinois Finance Authority revenue bonds issued on behalf of
Friendship Village of Schaumburg Obligated Group (FVS):

  -- $68.7 million series 2005A;
  -- $5 million series 2005B;
  -- $33.6 million series 2010.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The bonds are supported by a pledge of gross revenues, a mortgage
interest in property and improvements, and a debt service reserve.

KEY RATING DRIVERS

BETTER COVERAGE METRICS: The Outlook revision to Stable reflects
FVS's on-improved sales and net entrance fee receipts, which
provided stronger 1.5 times (x) coverage of maximum annual debt
service (MADS) through the 11-month interim period ended Feb. 28,
2014.  Additionally, FVS produced 1.4x rolling 12-month coverage
per its master indenture formula, improved from the 1.3x produced
in fiscal 2013 (year ended March 31).

FLAT OCCUPANCY: Resident attrition continues to pressure
independent living unit (ILU) occupancy despite improved sales.
At the 11-month interim period ended Feb. 28, 2014, FVS's ILUs
were 71% occupied versus a budget of 75.9%. Even with better sales
(96 versus 84 in 2013) in 2014, attrition of 108 effectively
suppressed occupancy.  A larger sales team and expanded contract
options are expected to enhance sales going forward.

SIGNIFICANT LEVERAGE: FVS's debt burden remains high, as indicated
by MADS equal to a high 16.9% of annualized revenues through
Feb. 28 2014, and debt to net available of 8.7x.  Debt is expected
to moderate incrementally as no further debt is planned and future
capital expenditures near $6 million will be funded as cash flow
allows.

ADEQUATE LIQUIDITY: FVS's liquidity metrics remain sufficient for
the rating level, despite mild erosion from the prior fiscal year
end.  As of Feb. 28, 2014, FVS had $25.5 million in unrestricted
cash and investments, equating to 207.3 days of cash on hand, a
3.2x cushion ratio and cash to long-term debt of 21.6%.

MODEST HOUSING RECOVERY: The Schaumburg area housing market has
improved, as indicated by improved home values and increased
numbers of homes sold.  This improvement is evidenced by FVS's
gross sales of 150 through Feb. 28, 2014, well ahead of the 111
for the same prior year period.

RATING SENSITIVITIES

CONTINUED STABILITY: Fitch expects FVS to sustain its level of
occupancy via healthy ILU sales and turnover entrance fee
receipts, maintain its debt service coverage in fiscal 2015 as
budgeted, and maintain stable liquidity against modest capital
needs.

CREDIT PROFILE

Friendship Village of Schaumburg is a Type B continuing care
retirement community (CCRC) currently consisting of 622
independent living apartments, 28 independent living cottages, 81
assisted living units, 25 assisted living dementia units, and 248
skilled nursing beds.  The facility is located in Schaumburg, IL,
approximately 30 miles northwest of downtown Chicago.  In fiscal
2013 (year ended March 31), FVS reported total revenues of $46.8
million.

Fitch uses obligated group financial statements in its analysis.
The consolidated entity also includes non-obligated entities
including corporate parent Friendship Senior Options, Friendship
Village Neighborhood Services, Friendship Village of Mill Creek,
and the Foundation.  At unaudited 11-month ended Feb. 28, 2014 the
obligated group represented 55.9% of total assets and 88.1% of
total revenues.

IMPROVED ILU SALES

The Outlook revision to Stable from Negative reflects FVS's
improved debt service coverage, driven in large part from improved
ILU sales and net entrance fee receipts.  As a result of healthier
sales to offset attrition, FVS's level of sales reservations (154)
and occupancy (150) within Bridgewater Place remain above the
covenant requirements of 146 and 138, respectively.  It is
anticipated that new entrance fee contract options and a more
robust marketing and sales force will continue to provide
sufficient unit sales to sustain or improve occupancy going
forward.  FVS is budgeting for nearly $7 million in annual net
entrance fee receipts going forward, which is in line with YTD
results through Feb. 28, 2014.

BALANCE SHEET STRAIN

While it is sufficient for its 'BB-' rating, FVS's balance sheet
continues to show strain from somewhat light liquidity against a
significant debt burden.  Unrestricted liquidity equaled $25.5
million at Feb. 28 2014, and it is expected to remain stable over
the next few years as FVS continues to produce cash flow
sufficient to fund its capital plans (approximately $6 million
annually).  However, with no additional debt planned, FVS's debt
burden should incrementally moderate over the longer term.

As of Feb. 28, 2014, FVS had $107.3 million in total long-term
debt.  Its debt structure is 100% fixed rate, and includes $5
million in extendable-rate adjustable securities (EXTRAS).  These
bonds were remarketed and reset on Feb. 15, 2014 for 5% on a five
year term (through Feb. 15, 2019). FVS has no swaps.

Ongoing Disclosure

Under its Continuing Disclosure Agreement, FVS' is required to
provide annual audited financial statements within 150 days of
each fiscal years end and quarterly unaudited financial statements
with 45 days of each fiscal quarter-end.  Disclosure to Fitch has
been excellent and includes regularly scheduled investor calls.


FULLCIRCLE REGISTRY: Incurs $95,000 Net Loss in First Quarter
-------------------------------------------------------------
FullCircle Registry, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $95,509 on $386,143 of revenues for the three months
ended March 31, 2014, as compared with a net loss of $27,983 on
$454,301 of revenues for the same period last year.

The Company's balance sheet at March 31, 2014, showed $5.79
million in total assets, $6.03 million in total liabilities and a
$238,613 total stockholders' deficit.

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

                        http://is.gd/ajiYGr

                     About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses.  FullCircle Registry,
Inc., has become a holding company with three subsidiaries.  They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc.  Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.

FullCircle Registry reported a net loss of $448,102 on $1.88
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $369,784 on $1.86 million of revenues during
the prior year.

Rodefer Moss & Co., PLLC, in New Albany, Indiana, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that FullCircle has suffered recurring losses from operations and
has a net working capital deficiency that raises substantial doubt
about the company's ability to continue as a going concern.


G & Y REALTY: June 2 Hearing on Bid to Dismiss Involuntary Case
---------------------------------------------------------------
A stipulation has been entered between Steven Mitnick, assignee
for the benefit of creditors of G&Y Realty LLC and Sabir, Inc.
Samio Vento, LLC and S.N. Walz, LLC.

On Feb. 9, 2014, G&Y executed and delivered a deed of assignment
for the benefit of creditors.  The deed of assignment was recorded
with the register of Hudson County and filed with the surrogate of
Hudson County, thereby commencing formal liquidation proceedings
under jurisdiction of the New Jersey Superior Court.

The Assignment remains pending before the Superior Court.

The Alleged Debtor previously operated gasoline services station
under the Delta banner at various leased locations throughout
northern New Jersey.  Sabir was a supplier of petroleum and
related products to the Alleged Debtor.  It is the largest
creditor of the Debtor, holding a claim of about $4,100,000 for
sums due and owing for sales of product.

The Assignee engaged in substantial efforts to liquidate the
assets of the assignment estate, inclusive of marketing the
Alleged Debtor's leasehold interests and personalty.

The Superior Court scheduled a hearing on March 28, 2014, to
consider a sale of the Alleged Debtor's leasehold interest and
personalty.

Prior to the commencement of the sale hearing, the petitioning
creditors filed an involuntary Chapter 11 petition against the
Alleged Debtor, thereby commencing the case and staying the
assignment proceedings.

On April 4, 2014, the Assignee filed a motion to dismiss the case
and for the imposition of sanctions against the petitioning
creditors.

On April 10, 2014, Sabir filed opposition to the dismissal motion.

Subsequent to the filing of the motion, the assignor and the
petitioning creditors engaged in negotiations to resolve certain
disputes between and among them; and the parties have reached a
settlement.

It is stipulated, agreed, and ordered that the assignee is granted
limited relief from the automatic stay imposed under 11 U.S.C.
Section 362 to proceed with sales of the Alleged Debtor's
leasehold interests and personalty related, which sales shall be
subject to approval of the superior court in the assignment
proceedings.

The Assignee shall arrange for the rescheduling of the hearing
before the superior court to consider approval of sales of
leasehold interests and personalty constituting assets of the
assignment estate.  At the sale hearing, the assignee shall seek
approval of a sale to Sabir of the assignment estate.

In the event that the Court approves the sale to Sabir of the
lease locations the involuntary petition shall be dismissed.  In
the event that the Court does not approve the sale, then at the
option of Sabir, the involuntary case may proceed, with all
parties in interest maintaining claims and defenses which existed
as of April 21, 2014, inclusive of the Assignee's right to seek a
dismissal of this case and the Alleged Debtor's right to contest
the involuntary petition.

Hearing on the dismissal motion and petitioning creditor's meeting
to appoint a chapter 11 trustee is set for June 2, 2014, at 11:00
a.m.

                     About G & Y Realty

An involuntary Chapter 11 petition was filed against G & Y Realty,
LLC (Case No. 14-16010, Bankr. D.N.J.) on March 28, 2014.  The
case is before Judge Rosemary Gambardella.

The Petitioning Creditors are Sabir, Inc. (allegedly owed
$4,131,631), S. N. Walz, LLC (allegedly owed $5,476) and Samia
Ventor LLC (allegedly owed $16,870).


GENCO SHIPPING: June 3 Hearing on Employment of Deloitte FAS
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 3, 2014, at
11:00 a.m., to consider Genco Shipping & Trading Limited, et al.'s
motion to employ Deloitte Financial Advisory Services LLP as
bankruptcy administration services provider.

Deloitte FAS, and to the extent requested by Deloitte FAS,
Deloitte Transactions and Business Analytics LLP, an affiliate of
Deloitte FAS, will render bankruptcy administration services,
including but not limited to:

   a) assistance in the development and preparation of the
Company's Statements of Financial Affairs;

   b) assistance in the development and preparation of schedules
of assets and liabilities, monthly operating reports, and other
filings required to be submitted to the Court; and

   c) assistance in the development of the Company's creditor
matrix and supporting information for First Day Motions.

Deloitte FAS' fees will be based upon the hours expended by
Deloitte FAS personnel multiplied by their applicable hourly rates
as:

         Partners, Principals or Directors          $595
         Senior Managers                            $490
         Managers                                   $405
         Senior Consultants                         $295
         Staff Consultants                          $225
         Paraprofessionals                          $125

As of the Petition Date, the Company does not owe Deloitte FAS any
fees for services performed or expenses incurred under the
engagement letter.  According to the books and records of the
Company, during the 90-day period before the Petition Date,
Deloitte FAS received $310,342 for professional services performed
and $6,820 for expenses incurred.  The amount included a $100,000
retainer.  As of the Petition Date, there was $100,000 remaining
of the retainer, which, pursuant to the engagement letter, will be
applied to professional fees and expenses subject to Court
approval.

The Debtor has retained GCG, Inc. as claims and noticing agent and
will file a separate application to retain GCG as administrative
agent in the cases.  The services to be provided by Deloitte FAS
will not be duplicative of those provided by GCG.  Deloitte FAS
will coordinate any services performed at the Company's request
with the services of GCG to avoid duplication of efforts.

John Sordillo, a partner at Deloitte FAS, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

    John P. Sordillo
    Deloitte Financial Advisory Services LLP
    Partner, Deloitte CRG
    Tel: 212-436-6634
    E-mail: jsordillo@deloitte.com

The Debtor is represented by:

    Kenneth H. Eckstein, Esq.
    Adam C. Rogoff, Esq.
    Stephen D. Zide, Esq.
    Anupama Yerramalli, Esq.
    KRAMER LEVIN NAFTALIS & FRANKEL LLP
    1177 Avenue of the Americas
    New York, NY 10036
    Tel: (212) 715-9100
    Fax: (212) 715-8000

                   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.


GENCO SHIPPING: Judge Slows Case, Schedules Valuation Trial
-----------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that a federal judge has agreed to slow the Chapter 11 case of
Genco Shipping & Trading Ltd., scheduling a four-day trial in the
middle of June, as the parties gear up for a battle over how much
the dry bulk shipper is worth.

Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York scheduled June 3, 2014, at 11:00 p.m.
(prevailing Eastern Time), as the combined hearing for the
approval of the disclosure statement and the confirmation of
Genco's prepackaged Chapter 11 Plan of Reorganization.

In support of the approval of the Disclosure Statement and
confirmation of the Plan, the Debtors filed a memorandum of law
reiterating that the Court should approve the Disclosure Statement
and confirm the Plan as the Plan is the culmination of months of
hard-fought negotiations among the Debtors, their secured lenders,
and the Debtors' largest unsecured creditor constituency -- the ad
hoc group of convertible Noteholders.

The Prepack Plan provides for a balance sheet restructuring of the
Debtors in which the holders of secured debt outstanding under the
Prepetition 2007 Facility will receive 81.1% of the Reorganized
Debtors' equity (subject to dilution) and the holders of the
Debtors' Convertible Notes will receive 8.4% of the Reorganized
Debtors' equity (subject to dilution), in addition to the
opportunity to participate in the Rights Offering.  The effect of
the Prepack Plan will be to (i) cut the Debtors' debt by at least
$1.2 billion, (ii) reduce the Debtors' annual interest payment
obligations by more than $40 million, (iii) eliminate over $192.8
million annually in amortization payments, and (iv) facilitate a
new capital infusion of approximately $100 million through the
fully backstopped Rights Offering.

                   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.


GENCO SHIPPING: Objects to Adjournment of Confirmation Hearing
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Genco
Shipping & Trading Limited, et al., asks the U.S. Bankruptcy Court
for the Southern District of New York to adjourn by at least 45
days the combined hearing to approve the Debtors' Disclosure
Statement and Confirm the Prepack Plan.

The Committee states in its May 19 filing that the Court has
already acknowledged that valuation will be a contested issue at
the Combined Hearing, which is scheduled to commence on June 3,
2014.  ?As the Motion to Adjourn demonstrates, the parties
disagree regarding whether this Court should rely on the
enterprise valuation underlying the Prepack Plan, without
subjecting that valuation to the scrutiny that the adversarial
process affords.  Notwithstanding the Debtors' reference to the
Prepack Plan as a 'Prepack', they still bear the burden to
demonstrate, among other things, that the Prepack Plan is fair and
equitable with respect to equity holders, and that the creditors
are not being paid more than in full,? the Committee says.

The Committee claims that it has not yet received, at the very
minimum, the Debtors' business plan model, their fleet appraisals,
valuation of other assets, details on the Debtors' recent
financial performance, operating outlook, historical expenses and
revenues, and all documents and information incorporated or
otherwise referred to in those materials.  The Committee says that
it still lacks basic financial information to evaluate the
Debtors' valuation upon which their entire Prepack Plan is based,
and that failing to grant the requested adjournment would
prejudice the rights of over 100 holders of over 44 million
publicly held common shares who were not involved in the
negotiation of the Prepack Plan or related agreements, would lose
all of their existing equity interests under the Prepack Plan,
and, under the current schedule, would have limited opportunity to
undertake a proper, inherently fact-intensive investigation of the
adequacy of the Prepack Plan.

The Debtors on May 16, 2014, filed with the Court an objection to
the Adjournment Motion, claiming that it is a naked attempt to re-
litigate milestones previously approved by the Court over the
objection of the very same three shareholders who now sit on the
Committee.  No other factor has changed from the record before
this Court on April 23 when the Court approved the Debtors'
assumption of the RSA and fixed June 3, 2014, as the Combined
Hearing date.  Nothing has changed other than the deliberate
decision of these shareholders to hire new counsel to replace
three extremely capable law firms already involved, and commence
unrestrained litigation.  The RSA was still ?publicly disclosed
several weeks prior to the Petition Date, so the information was
available to equityholders at that point,? the Debtors say in
their May 16 filing.

Deutsche Bank Luxembourg S.A. and Deutsche Bank AG Filiale
Deutschlandgeschaft, solely in their respective capacities as
agent and security agent under that certain Secured Loan Agreement
dated Aug. 20, 2010, for a term loan not exceeding
$253 million, joined on May 16, 2014, the Debtors in objecting the
Committee's motion to adjourn the Combined Hearing.

The Facility Agents say that a critical component of the RSA is a
series of case milestones, which were approved by the Court on May
16, 2014, pursuant to the court order granting the motion for an
order authorizing the assumption of the restructuring support
agreement, and approving payment of the termination fee.  These
milestones, according to the Facility Agents, provide for an
expedited reorganization process to, among other things, limit the
potential deterioration in value of the collateral securing the
obligations under the prepetition $253 million facility.  The RSA
requires that the order approving the Disclosure Statement and
confirming the Prepack Plan must be entered by June 5, 2014.  If
the Debtors cannot satisfy the milestones, the required supporting
creditors may terminate their obligations under the RSA.  The
termination of the RSA as a result of the Debtors' failure to meet
the milestones will trigger an event of default under the final
order authorizing the Debtors' consensual use of cash collateral.

The Committee is represented by:

      Sidley Austin LLP
      Michael G. Burke, Esq.
      Steven M. Bierman, Esq.
      Benjamin R. Nagin, Esq.
      787 Seventh Avenue
      New York, NY 10019
      Tel: (212) 839-5300
      Fax: (212) 839-5599
      E-mail: mgburke@sidley.com
              sbierman@sidley.com
              bnagin@sidley.com

      Larry J. Nyhan, Esq.
      James F. Conlan, Esq.
      One South Dearborn
      Chicago, Illinois 60603
      Tel: (312) 853-7000
      Fax: (312) 853-7036
      E-mail: lnyhan@sidley.com
              jconlan@sidley.com

The Facility Agents are represented by:

      Paul, Weiss, Rifkind Wharton & Garrison LLP
      1285 Avenue of the Americas
      New York, NY 10019-6064
      Tel: (212) 373-3000
      Fax: (212) 757-3990
      Alan W. Kornberg, Esq.
      Elizabeth R. McColm, Esq.
      Sarah Harnett, Esq.
      E-mail: akornberg@paulweiss.com
              emccolm@paulweiss.com
              sharnett@paulweiss.com

                   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.


GENERAL MOTORS: $1B Left In Trust For Creditors, Victims
--------------------------------------------------------
Law360 reported that consumers in ignition-switch defect suits
against General Motors Co. may battle with other creditors over
approximately $1.06 billion held by the Motors Liquidation Company
GUC Trust.

According to the report, the plaintiffs in the ignition-switch
cases are currently seeking permission to sue "New GM," but if
denied, they may be forced to do battle with other creditors over
the remains of the GUC account.  In a statement filed in
bankruptcy court, the Trust said it is still disputing $79.5
million in unsecured claims registered after GM's Chapter 11 case,
which began in 2009, the report related.

                       About General Motors

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

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

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

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

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

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


GENIUS BRANDS: Late-Filed Form 10-Q Shows $854,000 Q1 Net Loss
---------------------------------------------------------------
Genius Brands International, Inc., on May 20, 2014, filed with the
U.S. Securities and Exchange Commission its quarterly report for
the period ended March 31, 2014.

Prior to the filing of Form 10-Q, the Company delivered to the SEC
a Notification of Late Filing on Form 12b-25 stating that the
compilation, dissemination and review of the information required
to be presented in the Form 10-Q for the relevant period has
imposed time constraints that have rendered timely filing of the
Form 10-Q impracticable without undue hardship and expense to the
Company.

The Company reported a net loss of $854,162 on $176,283 of total
revenues for the three month period ending March 31, 2014, as
compared with a net loss of $945,865 on $734,239 of total revenues
for the three months period ending March 31, 2013.  The Company's
balance sheet at March 31, 2014, showed $14.65 million in total
assets, $3.55 million in total liabilities and $11.09 million in
total equity.

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

                        http://is.gd/6DMI8W

                        About Genius Brands

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $7.21 million in 2013, a net
loss of $2.06 million in 2012 and a net loss of $1.37 million in
2011.


GILES-JORDAN: Hires Oppel & Goldberg as Attorney-in-Charge
----------------------------------------------------------
Giles-Jordan, Inc. filed a motion with the U.S. Bankruptcy Court
seeking to employ Jeffrey W. Oppel of Oppel & Goldberg, P.L.L.C.
as attorney-in-charge to, among other things:

   (a) provide the Debtor legal advice with respect to its
       powers and duties as debtor-in-possession in the continued
       operations of its business, and management of its property;

   (b) prepare all pleadings on behalf of the Debtor, as
       debtor-in-possession, which may be necessary herein;

   (c) negotiate and submit a potential plan of reorganization
       satisfactory to the Debtor, its estate, and the creditors
       at large.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

At the present time Jeffrey W. Oppel charges an hourly fee of
$375.00 for services of this nature.  The rates of the other
attorneys at O&G range from $375/hr. to $400/hr.

Giles-Jordan, Inc., filed a Chapter 11 bankruptcy petition in its
hometown in Galveston, Texas (Bankr. S.D. Tex. Case No. 14-80173)
on May 5, 2014.  The Debtor disclosed $12 million in total assets
and $4.81 million in liabilities, including $3.72 million of
secured debt.  Its lone asset is a 39.16-acre property at 230 East
Beach Drive, in Galveston, Texas.  Galveston Shores, LP, of
Carlsbad, California, is the holder of the secured debt.

The case is assigned to Judge Letitia Z. Paul.  The Debtor is
represented by Jeffrey Wells Oppel, Esq., at Oppel & Goldberg,
PLLC, in Houston, Texas.


GMF CANADA: Moody's Rates $400MM 3-Yr. Sr. Unsecured Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to General Motors
Financial of Canada, Ltd.'s (GMF Canada) $400 million three-year
senior unsecured notes. The rating outlook is stable.

Ratings Rationale

GMF Canada's senior notes are unconditionally guaranteed by
ultimate parent General Motors Financial Company, Inc. (GMF; Ba2
corporate family and senior unsecured, stable) and by direct
parent Americredit Financial Services, Inc. (unrated) on a joint
and several basis. The rating of the notes also reflects their
senior ranking in GMF Canada's capital structure, as well as the
pari passu ranking of GMF's guaranty with its outstanding senior
unsecured indebtedness.

The rating also incorporates GMF's strong captive finance business
relationship with its parent General Motors Company (Ba1 senior
unsecured, stable). As GMF's captive finance activities have
increased, its intrinsic credit quality has improved via higher
financing volumes and finance income, stronger average portfolio
asset quality, and reduced volatility of assets and earnings. GMF
benefits from significant financial support from GM, which leads
to one notch of uplift in GMF's ratings above its standalone
credit assessment. Additionally, GMF's acquisition of Ally
Financial's international operations increased the importance of
GMF to its parent GM and diversified its revenues.

GMF's ratings could be upgraded if GM's ratings are upgraded.
Similarly, GMF's ratings could be downgraded if GM is downgraded,
if GM support weakens or if the company's financial performance
deteriorates materially for a sustained period.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

GMF Canada, a wholly owned subsidiary of GMF, provides auto
finance solutions to GM customers in Canada.


GULFCO HOLDING: Order Dismissing Ch.11 Case Stayed Until June 11
----------------------------------------------------------------
Bankruptcy Judge Brendan L. Shannon ruled that the order
dismissing the Chapter 11 case of Gulfco Holding Corp., is
temporarily stayed until June 11, 2014.

As reported in the Troubled Company Reporter, the Bankruptcy Court
on April 15 dismissed the Debtor's case at the behest of Prospect
Capital Corporation.  Law360 reported that Judge Shannon threw out
Gulfco's case, siding with part of Prospect Capital's argument
that the filing really was just a two-party dispute brought to the
wrong forum.  Judge Shannon said Prospect had met its burden in
its effort to have Gulfco's Chapter 11 tossed and that the debtor
did not convince him that it had a realistic prospect of
reorganizing.

The Debtor has requested for a stay in the order.

Prospect Capital objected to the Debtor's motion for a stay
pending appeal pursuant to Bankruptcy Rule 8005, noting that the
Debtor has failed to meet its burden to establish that it must be
granted the extraordinary relief of a stay pending appeal.  First,
the Debtor has failed to show that it has a strong likelihood of
success on the merits of its appeal.  Second, the Debtor fails to
show that it will be irreparably harmed because any hypothetical
injury posited by the Debtor is not actual and imminent, and
monetary damages can adequately compensate the Debtor for any
injury.  Third, the Debtor's bankruptcy has already harmed the
business operations of Gulf Coast Machine & Supply Company,
causing Gulfco's second-largest steel provider to stop providing
vendor financing and prompting one of Gulfco's "Top Five"
customers to reduce the volume of its orders.  Fourth, allowing
the Debtor to extend the stay indefinitely notwithstanding this
Court's dismissal order would be contrary to public policy
reserving the benefits of the automatic stay to debtors who are
properly in bankruptcy, are not using bankruptcy as a litigation
tactic in a "two-party" dispute, and present a realistic
possibility of successful reorganization.

The Debtor, in its response to the objection, said it has
demonstrated in its motion for stay that neither Prospect nor the
Debtor's wholly owned subsidiary, Gulf Coast Machine & Supply
Company, have shown any harm that they have or will suffer as a
result of the bankruptcy or a stay.

Prospect Capital is represented by:

         Jeffrey C. Wisler, Esq.
         CONNOLLY GALLAGHER LLP
         The Brandywine Building
         1000 West Street, Suite 1400
         Wilmington, DE 19801
         Tel: (302) 757-7300

              - and -

         Timothy A. Davidson II, Esq.
         ANDREWS KURTH LLP
         600 Travis Street, Suite 4200
         Houston, TX 77002
         Tel: (713) 220-4200
         Fax: (713) 220-4285

                       About Gulfco Holding

Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a
bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113)
on Nov. 27, 2013.

The Hon. Brendan Linehan Shannon presides over the case.  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
represents the Debtor in its restructuring effort.  The Debtor
disclosed $23,000,576 in assets and $46,375,863 in liabilities as
of the Chapter 11 filing.

According to the list of top unsecured creditors, PNC Bank,
National Association is owed $5.4 million and Prospect Capital
Corp. has a disputed claim of $40.95 million on account of its
shares of stock in Gulf Coast Machine & Supply Company.

Altus Capital Partners II, L.P. and its affiliates, Franklin Park
Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own
shares in the company.

Elizabeth A. Burgess, as president and CEO, signed the Chapter 11
petition.

No creditors' committee has been appointed in the case.


HIGH MAINTENANCE: Delays Plan Hearing Amid Noteholders' Opposition
------------------------------------------------------------------
High Maintenance Broadcasting LLC asked the court to delay the
hearing on its proposed plan of reorganization to June 13, 2014,
at 10:00 a.m. as its disputes with noteholders have yet to be
resolved.

At the behest of the Debtors, U.S. Bankruptcy Judge Richard S.
Schmidt entered an order (i) continuing the plan hearing scheduled
for May 2 until June 13, and (ii) extending the Debtors' exclusive
period to confirm a plan of reorganization.

At mediation in October 2013, the Debtors' largest creditors --
the noteholders -- and the equity owners agreed to a mediated term
sheet that set forth the framework for a consensual joint plan of
reorganization.

The Debtors on Jan. 6, 2014, filed a proposed Plan of
Reorganization and explanatory Disclosure Statement.  Among other
things, the Plan provides for the substantive consolidation of the
Debtors' estates for purposes of distributions under the Plan,
which the Debtors believe is required under the MTS.

According to Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP,
counsel to the Debtors, the Noteholders, however, disagree, and
filed a limited objection to the Plan asserting that the Debtors
should not be substantively consolidated.

In addition, the Noteholders, Mr. Neligan tells the Court, have
filed an objection to the claim of Fred Hoffman, an insider and
creditor of the Debtors.  The claim objection is set for trial on
June 3, 2014.  The Noteholders have indicated that they may
withdraw their Plan objection if their objection to Mr. Hoffman's
claim is resolved in their favor.

The Debtors say that they cannot confirm the Plan without the
Noteholders' support.

Given the possibility that the Noteholders' Plan objection may be
resolved in the course of the claim litigation, the Debtors have
decided to delay the confirmation hearing.

              About High Maintenance Broadcasting and
                          GH Broadcasting

High Maintenance Broadcasting LLC owns and operates full power
television station KUQI-TV (Channel 38), which is licensed in
Corpus Christi, Texas, and is primarily affiliated with the Fox TV
network.  It also owns the FCC license to operate the station as
well as domain name kuquitv.com.  GH Broadcasting Inc. owns and
operates two lower-power TV broadcast stations KXPX (Channel 14)
and KTOV (Channel 21), which are licensed in Corpus Christi, as
well as related equipment and FCC licenses for those stations.

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance by
Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy,
Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises,
LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J.
Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family,
Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section
303 of the Bankruptcy Code.

An involuntary petition under Chapter 11 of the U.S. Bankruptcy
Code was also filed against GH Broadcasting, Inc., on July 2,
2013.  GH Broadcasting owns and operates television broadcast
stations KXPX CA and KTOV LP, which are licensed in Corpus
Christi, Texas.

On July 24, 2013, the Debtors filed responses to the involuntary
petition, in which they assented to the entry of an order for
relief.  The Court entered on July 25, 2013, consensual orders for
relief in each of the Debtors' cases.  On Aug. 1, 2013, the Court
entered an order for the joint administration of the cases.

The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D.
Gaither, Esq., at Neligan Foley LLP.

The noteholders include Robert Behar, Estrella Behar, Leibowitz
Family Broadcasting, LLC, Lermont Trading, Ltd., and Jays Four,
LLC.  The noteholders are represented by Ronald A. Simank, Esq.,
at Schauer & Simank, P.C.


HOWREY LLP: Trustee Beats Motion to Disqualify Lawyer
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allan Diamond, the trustee appointed in the
bankruptcy case of Howrey LLP, succeeded over several creditors'
motion to disqualify his law firm, Diamond McCarthy LLP.

According to the report, the creditors sought disqualification of
the firm because one of the firm's lawyers helped a group of
creditors file an involuntary petition against the firm.  U.S.
Bankruptcy Judge Dennis Montali rejected the disqualification
motion, saying the lawyer who joined the firm performed only two
assignments for the creditors while at his old firm, and both were
completed years ago, the report related.

                         About Howrey LLP

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

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

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

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

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

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


HUNTSMAN INT'L: S&P Keeps 'B+' Unsec. Debt Rating After Add-on
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' senior
unsecured debt rating and '6' recovery rating on Huntsman
International LLC's 5.125% senior unsecured notes due 2021 remain
unchanged following the offering of EUR145 million of additional
notes.  The addition brings the total issue size to EUR445
million.  The company plans to use proceeds of the additional
notes offering for general corporate purposes.

Huntsman International LLC (Huntsman International) is a wholly
owned subsidiary of Huntsman Corp. (Huntsman).  The issue rating
is two notches below the 'BB' corporate credit rating.  The '6'
recovery rating indicates prospects for negligible (0% to 10%)
recovery in the event of a payment default.

"All our other ratings on Huntsman and Huntsman International,
including the 'BB' corporate credit rating, remain unchanged,"
said Standard & Poor's credit analyst Cynthia Werneth.  The
outlook remains negative.

The ratings reflect Huntsman's "fair" business risk profile as a
diversified chemical manufacturer and its "significant" financial
risk profile.  All modifiers are neutral for the rating.

S&P's base case suggests that successful integration of the
planned acquisition of Rockwood Specialties Inc.'s titanium
dioxide (TiO2) and performance additives businesses, a cyclical
upturn in titanium dioxide markets, moderate global economic
growth during the next few years, and benefits from Huntsman's
ongoing restructuring should keep credit measures in line with
S&P's expectations at the rating, including funds from operations
(FFO) to debt approaching 20% within the next two years.  However,
S&P sees a fair amount of execution risk in this transaction,
given continuing difficult economic conditions in Europe, where
the preponderance of the acquired operations is located;
management's large synergy target; and meaningful outlays to
achieve it.

RATING LIST

Huntsman Corp.
Corporate Credit Rating                        BB/Negative/--

Huntsman International LLC
EUR145 Mil. Additional Senior
Unsecured Notes Due 2021                       B+
   Recovery Rating                              6


INTERSTATE BANKERS: A.M. Best Cuts Fin. Strength Rating to 'E'
--------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to E
(Regulatory Supervision) from C- (Weak) and the issuer credit
rating to "rs" from "cc" of Interstate Bankers Casualty Company
(Interstate Bankers) (Chicago, IL).

The rating actions reflect Interstate Bankers being placed under
regulatory supervision by the State of Illinois due to a Finding
of Insolvency. The Agreed Order of Rehabilitation was signed and
executed on May 1, 2014.  The deterioration in Interstate Bankers'
operating results was driven by adverse loss reserve development
on its non-standard automobile book of business, which resulted in
a sharp decline in policyholders' surplus and a significant
decrease in risk-adjusted capitalization.


JBS S.A.: Fitch Retains 'BB-' IDR Over PPC-Hillshire Transaction
----------------------------------------------------------------
Fitch Ratings views the takeover bid by Pilgrim's Pride
Corporation (PPC) of The Hillshire Brands Company (Hillshire) as
credit neutral for JBS S.A., which has a 75.3% stake in PPC.  If
completed under current terms, PPC would acquire Hillshire in a
transaction valued at $6.4 billion.  The transaction would enhance
PPC's competitive position in branded food products and would
expand JBS's global presence.  At the proposed acquisition price,
leverage would increase for about 12 months beyond Fitch's
expectation for its 'BB-' foreign currency IDR of JBS.

PPC intends to finance the acquisition with debt that would be
non-recourse to JBS.  Its $45 per share offer represents a 25%
premium to the volume weighted average price of Hillshire shares
over the 10 trading days following the announcement by Hillshire
of its intent to acquire Pinnacle Foods for a deal valued at $6.6
billion.  PPC's transaction is based upon a 12.5x multiple
relative to Hillshire's trailing adjusted EBITDA, including a
$163 million termination fee payable to Pinnacle.  It is
anticipated that the proposed transaction would close in the third
quarter of 2014 and would be subject to customary closing
conditions and the termination of Hillshire's merger agreement
with Pinnacle.

Positively, the transaction would create a leading branded,
protein-focused company with strong earnings potential and
complementary businesses.  The combined companies' key brands
would include Pierce, Wing Dings, Jimmy Dean, Hillshire Farm, Ball
Park and State Fair - all of which are number one or number two in
their respective markets.  PPC's expertise in food service brand
and supermarket deli would complement Hillshire's experience in
retail.

On a pro forma basis, PPC and Hillshire would have combined LTM
revenues of $12.4 billion and an EBITDA of $1.4 billion.  These
figures compare with PPC's LTM revenues and EBITDA of $8.4 billion
and USD875 million, respectively.  The combined entities would
have an expected leverage ratio of 4.2x at closing.  Fitch expects
leverage to fall to less 3.5x within one year of the acquisition.
Fitch expects JBS's net debt-to-EBITDA ratio to increase on a pro
forma basis to 4.1x from 3.0x.  Fitch anticipates that the pace of
deleveraging due to the strong free cash flow of the group to
reduce JBS's consolidated leverage to around 3.5x by the end of
2015.  This assumption does not include any potential cash
proceeds from the potential IPO of JBS Food.

Fitch currently rates JBS as follows:

JBS S.A.:

-- Foreign & local currency IDR 'BB-';
-- Notes due 2016 'BB-';
-- National scale rating 'A-(bra)'.
-- Debentures 'A-(bra)'.

JBS USA LLC:

-- Foreign and local currency IDR 'BB-';
-- Term loan B facility due in 2018 'BB'
-- Notes due 2020, 2021 'BB-'.

JBS USA Finance, Inc:

-- Foreign and local currency IDR 'BB-';
-- Bonds due 2020 'BB-';
-- Notes due 2021 'BB-'.

JBS Investments GmbH

-- Notes due 2023 and 2024'BB-'.

JBS Finance II Ltd:

-- Foreign and local currency IDR 'BB-';
-- Notes due 2018 'BB-'.


KAHN FAMILY: Hearing on Plan Outline Continued Until June 20
------------------------------------------------------------
U.S. Bankruptcy Judge Helen Burris continued until June 20, 2014,
at 10:00 a.m., the hearing to consider Kahn Family LLC's
disclosure statement, which explains the Company's Chapter 11 Plan
to exit bankruptcy protection.

As reported in the Troubled Company Reporter on March 7, 2014, the
Plan of Reorganization dated Dec. 20, 2013, provides for the
designation and treatment of nine classes of claims and interests
in Kahn Family:

  * Class 1 claim is the secured claim of Wells Fargo Bank, N.A.,
    with treatment to be determined before plan confirmation.
    Class 2 claims are priority unsecured claims pursuant to Sec.
    507 of the Bankruptcy Code, they will be paid in full in cash
    to the extent allowed.

  * Classes 3 to 7 are general unsecured claims against Kahn
    Family:

    -- Class 3 claim of Gibraltar BB4, LLC will be addressed by
       the transfer of Hunt Club Forest property.

    -- Class 4 general unsecured trade and vendor claims will be
       paid 20% of allowed claims in cash.

    -- For Class 5 ABK Children's Trust claim, Class 6 The DKR
       Children's Trust claim, and Class 7 CMSC LLC claim, debt
       will be converted to equity in the reorganized company.

  * No treatment has been specified for Class 8 M.B. Kahn
    Construction Company claim in the plan documents.

  * Class 9 equity interests in Kahn Family will be extinguished.

                         About Kahn Family

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel.  Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.

The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.


KEEN EQUITIES: Can File Chapter 11 Plan Until June 10
-----------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York extended the exclusive periods of
Keen Equities LLC to:

  a) file a Chapter 11 plan of reorganization until June 10, 2014,
     and

  b) solicit acceptances of that plan until Aug. 7, 2014.

As reported in the Troubled Company Reporter on March 18, 2014,
Keen does not expect any other creditor to file a competing plan
but it seeks to extend exclusivity so as to maintain control over
the plan process.  Keen said it intends to develop a 900-acre
property as housing to accommodate the growing needs of the Satmar
Community in Kiryas Joel.  The property is located close to the
Hassidic community of Kiryas Joel.

Kevin J. Nash, Esq., at Golberg Weprin Finkel Goldstein LLP, in
New York, explains that Keen has moved to retain a new team of
real estate professionals, who have already initiated the review
process.   While this is only the first step in a process that
will take months to complete, Keen is committed to a successful
development, adds Mr. Nash.

Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013.  The petition was signed by
Y.C. Rubin as manager.  The Debtor disclosed total assets of $15.1
million and total liabilities of $6.84 million.  Judge Nancy
Hershey Lord presides over the case.  Goldberg Weprin Finkel
Goldstein LLP serves as the Debtor's counsel.


LEHMAN BROTHERS: LBI Trustee Proposes Hwang as Staff Attorney
-------------------------------------------------------------
The official liquidating Lehman Brothers Holdings Inc.'s
brokerage filed an application seeking authority from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Jennifer Hwang as staff attorney.

As a staff attorney, Ms. Hwang will handle "certain general
creditor claim matters" not handled by the Lehman trustee's
lawyers because of conflict of interest, according to the court
filing.

Pursuant to Ms. Hwang's employment terms, she will be paid a
monthly salary of $5,333 in bimonthly installments for a term of
six months.  She will not be provided any health insurance or
similar benefits in connection with her employment.

In a declaration, Ms. Hwang said that she doesn't have interest
materially adverse to the interests of stockholders and creditors
of the Lehman brokerage.

A court hearing is scheduled for June 19.  Objections were due by
May 29.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Intel Bid to Remove Breach Claim Denied
--------------------------------------------------------
A federal judge denied Intel Corp.'s bid to get Lehman Brothers
Holdings Inc.'s breach-of-contract claim taken out of bankruptcy
court.

The claim stemmed from a contract signed by Lehman a month before
it filed for bankruptcy protection to buy as much as $1 billion
of Intel stock, which the chipmaker in turn was to acquire from
Lehman.

As a result of Lehman's bankruptcy, Intel declared a termination
event and glommed $1 billion in collateral that Lehman had posted
as security for the transaction.

Judge John Koeltl of U.S. District Court for the Southern
District of New York said that Intel's concerns that it will have
to defend itself from the breach-of-contract claim on two fronts
are "exaggerated."

"Intel raises the specter of two litigations -- one before the
bankruptcy court and a second de novo determination before this
court.  Intel's concerns are exaggerated," Judge Koeltl said in a
May 12 decision.

The federal judge also said that concerns about litigating twice
are unfounded given the complexity of Lehman's bankruptcy and the
litigation in Lehman's pending suit that has already occurred in
the bankruptcy court.

Judge Koeltl's decision came months after then-Lehman bankruptcy
judge James Peck issued a ruling in which he dismissed two other
claims of Lehman tied to the $1 billion contract, leaving the
breach-of-contract allegation intact for the full amount sought.

On May 1, 2013, Lehman and Lehman Brothers OTC Derivatives Inc.
filed a lawsuit against Intel Corp., claiming that the chipmaker
seized $1 billion in collateral in breach of the contract.

The suit asserts claims for breach of contract, turn-over and
violation of the automatic stay and seeks recovery of that
portion of the collateral that exceeds Intel's losses.

Intel moved to dismiss the bankruptcy claims as duplicative of
the contract claim, and for a determination that the contract
claim is "non-core" under U.S. bankruptcy laws.

The case is Lehman Brothers Holdings Inc., et al. v. Intel Corp.,
13-01340, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Investors Continue Fight Over 'Customer Status'
----------------------------------------------------------------
A group of investors is appealing a decision by Judge Denise Cote
who had sided with a former bankruptcy judge who ruled in favor
of Lehman Brothers Inc. in its fight with the investors over
their claims against the brokerage.

Hudson City Savings Bank, Westernbank Puerto Rico, and CarVal
Investors LLC appealed the decision by Judge Cote of U.S.
District Court in Manhattan that certain repurchase agreements
don't qualify for "customer status" in a failed brokerage
business, according to a report by The Wall Street Journal.

In his ruling in February, Judge Cote said the contractual rights
the banks had from their agreement with the brokerage didn't give
them a "fiduciary relationship." Such a relationship is crucial
to proving customer status.

Judge Cote upheld the decision by then-Lehman bankruptcy judge
James Peck of the U.S. Bankruptcy Court in Manhattan that in
order to be considered "customers" of the brokerage, the banks
would have had to show account statements that included an
inventory of actual securities held by Lehman on behalf of the
banks.  The banks had no such statements, Judge Peck ruled.

The distinction between "customer" and "creditor" is a crucial
one in the Lehman case, the Journal said.  Those considered
customers of the brokerage -- including the 110,000 individual
retail customers that were paid back in the days immediately
following Lehman's 2008 bankruptcy filing -- have been made
whole.  General creditors of the Lehman's brokerage are set to
recover much less, according to the report.

The banks are appealing Judge Cote's decision to the Second U.S.
Circuit Court of Appeals in Manhattan, The Journal reported.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Dist. Court Flips Committee Member Fee Ruling
--------------------------------------------------------------
Judge Richard Sullivan of the U.S. District Court for the
Southern District of New York reversed the bankruptcy court's
ruling allowing the payment of the legal expenses incurred by
members of the Official Committee of Unsecured Creditors
appointed in Lehman Brothers Holdings Inc.'s Chapter 11 case.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Judge Sullivan's ruling gave the bankruptcy
community a precedent barring companies in reorganization from
routinely paying legal expenses for individual members of
official creditors' committees.

In an opinion dated April 1, Judge Sullivan said before
compensating individuals for legal costs incurred while serving
on an official committee, a company must show they made a
"substantial contribution" to the case.

Mr. Rochelle pointed out that payment of counsel fees for
committee members is a matter Congress has addressed recently.
To halt a practice permitted by statute involving the payment of
members' individual legal costs as expenses of a Chapter 11 case,
amendments in 2005 to Sections 503(b)(3) and (4) of the
Bankruptcy Code "glaringly" excluded payment of professional
costs incurred by individual committee members, Judge Sullivan
said, according to Mr. Rochelle.

The appeal was brought by the U.S. Trustee, the Justice
Department's bankruptcy watchdog.  The U.S. Trustee, in its brief
supporting its appeal, relied on a 2010 decision from the U.S.
Supreme Court called Espinosa saying that a general provision in
bankruptcy law can't be used to circumvent a specific provision.

Judge Sullivan, according to Mr. Rochelle, agreed with the U.S.
Trustee and said Section 6.7 of the Plan, which provides for the
payment of the Committee members' $26 million in expenses,
"effectively rewrites" bankruptcy law by calling for payment of
an administrative expense that the amended statute "pointedly
omits."

The fee appeal is Davis v. Elliott Management Corp. (In re Lehman
Brothers Holdings Inc.), 13-cv-02211, U.S. District Court,
Southern District New York (Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Sells Former Goldman Sands Hotel
-------------------------------------------------
Lehman Brothers Holdings Inc. sold the site of the former Golden
Sands Hotel in Miami Beach out of foreclosure, according to a
report by South Florida Business Journal.

SMGW Golden Sands LLC acquired the 0.92-acre site from FL GS
Collins Ave. for an undisclosed sum.  FL GS, a Lehman affiliate,
didn't pay any property transfer taxes as per a ruling in
Lehman's old Chapter 11 case.

Lehman Brothers seized the property in 2013 after foreclosing on
a $26 million mortgage to WSG Development Co. It was in the
process of being torn down to be redeveloped as a new hotel,
according to the report.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Calpers, E&Y Reach $13-Mil. Settlement
-------------------------------------------------------
The California Public Employees' Retirement System (CalPERS)
announced that it had reached a $12.75 million settlement with
Ernst & Young LLP (E&Y), the former auditor for Lehman Brothers
(Lehman) with respect to claims arising out of CalPERS purchases
of Lehman stock and bonds prior to the collapse of Lehman in 2008.

CalPERS opted out of a class action against Lehman's former top
executives, directors, E&Y and various underwriters and filed its
own action in February 2011 over allegedly false statements about
Lehman's financial condition which caused Lehman securities to
trade at artificially inflated prices.

The E&Y settlement comes on top of previous recoveries achieved by
CalPERS in this action.  The pension fund earlier settled with
Lehman's officers and directors for $11 million in October 2011.
CalPERS also settled its claims against two underwriters, Cabrera
Capital and Loop Capital Markets LLC, for a total of $4.6 million
in June and November 2013.

The E&Y recovery is far larger than the recovery CalPERS would
have obtained had it remained in the class action.  The amount
paid by E&Y to CalPERS is equal to almost 13 percent of the total
amount E&Y paid to settle with the entire class CalPERS opted out
of -- a class which included thousands of members with tens of
billions of dollars of claimed damages.

CalPERS is the largest public pension fund in the U.S., with more
than $285 billion in assets.  CalPERS administers health and
retirement benefits on behalf of 3,064 public school, local agency
and state employers.  There are more than 1.6 million members in
the CalPERS retirement system and more than 1.3 million in its
health plans.

On the Net: http://www.CalPERS.ca.gov

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Files 53rd Status Report on Claims Settlement
--------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman's legal counsel, filed a status
report on the settlement of claims it negotiated through the
so-called alternative dispute resolution process.

The report noted that since the filing of the 52nd status report,
Lehman has served eight additional ADR notices, bringing the
total number of notices served to 466.

The company also reached settlements with counterparties in five
ADR matters, three as a result of mediation.  Upon closing of
those settlements, the company will recover a total of
$2,254,005,288.  Settlements have now been reached in 328 ADR
matters involving 435 counterparties.

As of April 24, 147 of the 158 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only 11 mediations were terminated without settlement.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LOCATION BASED TECH: Releases Letter to Shareholders From CEO
-------------------------------------------------------------
Location Based Technologies, Inc., released a letter to its
shareholders from CEO, Dave Morse which discloses these
information:

   * LBT was awarded a 15-month exclusive contract to integrate
     the Department of Energy's platform, used by the Federal
     Emergency Management Agency, with LBT's proprietary geo-
     location platform and will be offered commercially through
     LBT to utility companies in both the public and private
     sectors.

   * Integration of LBT and Verde platforms underway and will
     complete within 30 days.

   * LBT plans to work with channel partners who currently service
     major accounts in the utility market, as well as seeking GPS
     technology partners.

   * The DOE and LBT will jointly introduce the VERDE-enhanced
     LBT system to utility companies.

   * In the US and Canada, LBT is working with Synnex to develop
     key account plans to offer PocketFinder consumer products
     online.

   * LBT is working with Ingram Micro with the intent that Ingram
     Micro will distribute LBT's products.

   * LBT had a 150 percent sales increase over our previous year-
     end holiday sales season.

   * The average street price for PocketFinder product has raised
     about 25 percent since February.

   * LBT affirms its earlier projection that it may be able to
     generate $4,000,000 to $5,000,000 of revenue in the calendar
     year 2014 (excluding any sales to US military).

A full-text copy of the letter is available for free at:

                        http://is.gd/663ad5

                About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company incurred a net loss of $11.04 million for the year
ended Aug. 31, 2013, as compared with a net loss of $7.96 million
for the year ended Aug. 31, 2012.  The Company's balance sheet at
Feb. 28, 2014, shows $2.93 million in total assets, $10.88 million
in total liabilities and a $7.95 million total stockholders'
deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Aug. 31,
2013.  The independent auditors noted that the Company has
incurred recurring losses since inception and has accumulated
deficit in excess of $45 million.  There is no establised sales
history for the Company's products, which are new to the
marketplace, the auditors added.

                        Bankruptcy Warning

The Company said it remains obligated under a significant amount
of notes payable, and Silicon Valley Bank has been granted
security interests in the Company's assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in the 2013 Annual
Report.


LONG BEACH MEDICAL: Court Okays Sale of Property to South Nassau
----------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York approved the sale of real properties
of Long Beach Medical Center and Long Beach Memorial Nursing Home
Inc. dba The Komanoff Center for Geriatric and Rehabilitative
Medicine to South Nassau Communities Hospital.  Judge Trust also
authorized the parties to modify their asset purchase agreement.

As reported in the Troubled Company Reporter on May 20, 2014,
South Nassau Communities Hospital originally offered $21 million
for both the hospital and the affiliated 200-bed Komanoff nursing
home.  It turned out that selling the two facilities separately
generated the biggest payoff.

TCR said South Nassau still won the hospital auction with a bid of
$10.25 million, plus the assumption of $1 million in employee
liabilities.  South Nassau will sell the hospital's equipment and
guarantee Long Beach at least $500,000.  The nursing home went to
several individuals for $15.6 million, plus assumption of employee
liabilities and as much as $1.1 million in known or unknown
health-care program debt.

TCR notes, as a breakup fee, South Nassau receives $450,000 and
repayment of as much as $4.5 million in loans it made to finance
the Chapter 11 case.

                   About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.


LONG BEACH MEMORIAL: Can Hire Wolf Haldenstein & Rosenbluth
-----------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Long Beach Memorial
Nursing Home Inc. dba The Komanoff Center for Geriatric and
Rehabilitative Medicine and its debtor-affiliates to employ Wolf
Haldenstein Adler Freeman and Herz LLP, and Rosenbluth &
Rosenbluth as an ordinary course professional utilized by the
Debtors in the ordinary course of their businesses.

                   About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical Center and Long Beach Memorial Nursing Home
d/b/a The Komanoff Center for Geriatric and Rehabilitative
Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014.

Long Beach Medical Center scheduled $17,400,606 in total assets
and $84,512,298 in total liabilities.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors.  The panel retained Klestadt &
Winters, LLP, led by Sean C. Southard, Esq., as counsel.

                          *     *     *

In May 2014, Long Beach Medical Center was sold at auction to two
buyers.  South Nassau Communities Hospital originally offered $21
million for both the hospital and the affiliated 200-bed Komanoff
nursing home.  South Nassau won the hospital auction with a bid of
$10.25 million, plus the assumption of $1 million in employee
liabilities.  South Nassau will sell the hospital's equipment and
guarantee Long Beach at least $500,000.  The nursing home went to
several individuals for $15.6 million, plus assumption of employee
liabilities and as much as $1.1 million in known or unknown
health-care program debt.  As a breakup fee, South Nassau receives
$450,000 and repayment of as much as $4.5 million in loans it made
to finance the Chapter 11 case.


LONGVIEW POWER: Starts Fight with Title Company in Two Courts
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that power-plant owner Longview Power LLC is in a row with
a title insurance company over which court can decide whether a
title policy covers contractors with mechanics? liens on the
facility.

According to the report, on May 16 First American Title Insurance
Co., the provider of title insurance for the project, sued the
lenders? agent in California state court, seeking a ruling that
the policy provides no coverage for several reasons.  Longview
responded by suing First American in bankruptcy court, the report
related.  Longview asked the bankruptcy court to hold a hearing on
June 10 to consider halting the California lawsuit, the report
further related.

                      About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


MARKWEST ENERGY: Fitch Affirms Then Withdraws 'BB' IDR
------------------------------------------------------
Fitch Ratings has affirmed and withdrawn its ratings for MarkWest
Energy Partners, L.P.  MarkWest's outstanding ratings prior to the
withdrawal were as follows:

-- Issuer Default Rating (IDR) 'BB';
-- Senior Unsecured Rating 'BB';
-- Senior Secured Rating 'BB+'.

Also prior to the withdrawal, the Rating Outlook was revised to
Stable from Negative.

Fitch has decided to discontinue the rating, which is
uncompensated.


METRO FUEL: Adjourns Status Hearing on Global Deal to June 3
------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York moved the status conference hearing
to June 3, 2014, at 11:00 a.m. (Prevailing Eastern Time),
regarding Metro Fuel Oil Corp., et al.'s global settlement
agreement with the Official Committee of Unsecured Creditors, Paul
J. Pullo Jr. and Gene V. Pullo, New York Commercial Bank, Valley
National Bank, Rochester Fund Municipals and Limited Term New York
Municipal Fund, U.S. Bank, N.A., Trufund
Financial Services, Inc., Hess Corporation, Global Companies LLC,
and Phillips 66 Company.

The hearing was originally schedule to occur on May 27, 2014.

As reported by the Troubled Company Reporter on April 7, 2014,
Hess supported the approval of the Global Settlement, while
William K. Harrington, U.S. Trustee for Region 2, objected to the
settlement's approval.  The U.S. Trustee claimed that, among other
things, the Global Settlement divests the Debtors' principals of
possession and control of the estates and places the control of
the Chapter 11 cases in the hands of an estate representative who
takes direction from a steering committee of creditors.

The Debtors and the Committee stated in a court filing dated
April 3, 2014, that the Global Settlement brings a far greater
recovery into the estate than would be available under any other
alternative scenario, especially conversion of the Chapter 11
cases to cases under Chapter 7.  The Global Settlement provides
that the Debtors' estates will receive an approximate distribution
of $3.7 million, which is derived from two sources: (1) the
$17.5 million Pullo settlement payment, and (2) the Debtors'
escrowed sale proceeds and cash on hand.  According to the Debtors
and the Committee, administrative creditors could expect to
receive a recovery of approximately 47% of their claims.  Bayside
Fuel Oil Depot Corp. is expected to recover at least $1,028,138
pursuant to the terms of the Global Settlement Agreement, an
amount that represents 47% of the $2,187,527.88 Section 503(b)(9)
claims Bayside asserted against the Debtors' estates.

NIC Holding is represented by:

      Brian R. Zurich, Esq.
      Pepper Hamilton LLP
      Suite 400
      301 Carnegie Center
      Princeton, NJ 08543-5276
      Tel: (609) 452-0808
      Fax: (609) 452-1147

              - and -

      Henry J. Jaffe, Esq.
      John H. Schanne, II, Esq.
      Hercules Plaza, Suite 5100
      1313 Market Street
      P.O. Box 1709
      Wilmington, DE 19899-1709
      Tel: (302) 777-6500
      Fax: (302) 421-8390

NYCB is represented by:

      Loeb & Loeb LLP
      William M. Hawkins, Esq.
      Daniel B. Besikof, Esq.
      345 Park Avenue
      New York, New York 10154-0037
      Tel: (212) 407-4000
      Fax: (212) 407-4990

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and David
Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed a seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for the base purchase price of
$27,000,000, subject to adjustments.


MI PUEBLO SAN JOSE: NUCP Plan Appeal Referred to Appellate Panel
----------------------------------------------------------------
NUCP Turlock, LLC, took an appeal from the bankruptcy court's
order confirming the Chapter 11 plan of reorganization of Mi Pablo
San Jose, Inc., with respect to releases granted to certain
insiders.

According to a May 28 notice by the deputy clerk, the notice of
appeal has been referred to the U.S. Bankruptcy Appellate Panel of
the Ninth Circuit (BAP).

Bankruptcy Judge Arthur S. Weissbrodt on May 23, 2014, entered an
order confirming the First Amended Plan of Reorganization of the
Debtor.  A copy of the judge's findings of fact, conclusions of
law, and order confirming the Plan is available for free at:
http://bankrupt.com/misc/Mi_Pueblo_Plan_Order.pdf

NUCP Turlock quickly filed a motion for a limited stay of the
confirmation order, pending the disposition of its appeal from the
order confirming Mi Pueblo's plan and from orders in the parallel
case of Cha Cha Enterprises (Case No. 13-53894).

NUCP seeks to stay the Mi Pueblo confirmation order insofar as it
approves and implements releases of claims by either Debtor in
favor of Juvenal Chavez, the manager and principal owner of the
two Debtors, and members of Mr. Chavez's family and a family
trust, to the extent necessary to enable unsecured creditors to
realize the benefit of any such claims that might be pursued
following a reversal of Confirmation Order.  Except to that
extent, NUCP does not seek to stay the underlying transactions
comprising the financial reorganization, or the other provisions
of the plans that affect the rights and interests of oither
parties.

On appeal, NUCP, an unsecured creditor, challenges the finding
that the plans were proposed in good faith insofar as they grant
the insider releases to Mr. Chavez and his insider affiliates.
NUCP seeks this stay to preserve its right to obtain appellate
review on the merits of rulings of the bankruptcy court
culminating in the confirmation orders.

In seeking confirmation of the Plan, the Debtor pointed out that
it must exit bankruptcy by June 1, 2014, or it will be unable to
maintain workers' compensation insurance and will be compelled to
cease operations.

Mi Pueblo noted that its only achievable way to exit bankruptcy
with a plan of reorganization would be by impairing 503(b)(9)
claims (totaling more than $8 million) and paying them in full
over time (with interest) rather than in cash on the effective
date of a plan.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., a chain of 21 Hispanic grocery stores,
filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893)
in San Jose, on July 22, 2013.  An affiliate, Cha Cha Enterprises,
LLC, the real estate and check-cashing arm, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  In its
amended schedules, Mi Pueblo disclosed $61,577,296 in assets and
$68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. served as counsel to the
Committee.  Gordon Silver was tapped by the Committee as counsel
effective May 1, 2014.

NUCP Turlock is represented by:

         Peter J. Benvenutti, Esq.
         Tobias S. Keller, Esq.
         KELLER & BENVENUTTI LLP
         650 California Street, Suite 1900
         San Francisco, California 94108
         Telephone: (415) 796-0709
         Facsimile: (650) 636-9251

                - and -

         Steven N. Holland, Esq.
         Justin J. Schnitzler, Esq.
         RING HUNTER HOLLAND & SCHENONE, LLP
         985 Moraga Road, Suite 210
         Lafayette, CA 94549
         Telephone: (925) 226-8248
         Facsimile: (925) 775-1943

                - and -

         George Kalikman, Esq.
         Valerie Bantner Peo, Esq.
         SCHNADER HARRISON SEGAL & LEWIS LLP
         650 California Street, Suite
         1900 San Francisco, California 94108
         Telephone: (415) 364-6700
         Facsimile: (415) 364-6785


MI PUEBLO SAN JOSE: Plan Confirmed Over Objections
--------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt last week entered an order
confirming the First Amended Plan of Reorganization of the Debtor,
affirming that the Plan was filed in good faith.

In seeking confirmation of the Plan, the Debtor pointed out that
it must exit bankruptcy by June 1, 2014, or it will be unable to
maintain workers' compensation insurance and will be compelled to
cease operations.

Mi Pueblo noted that its only achievable way to exit bankruptcy
with a plan of reorganization would be by impairing 503(b)(9)
claims (totaling more than $8 million) and paying them in full
over time (with interest) rather than in cash on the effective
date of a plan.

In its plan objection, NUCP Turlock said that the Plan was not
proposed in good faith.  It pointed out that there was no further
sale effort for Mi Pueblo and Cha Cha, and the deal that is being
presented in connection with the Plan provides Victory Park and
the Chavez family with all of the assets of Mi Pueblo and Cha Cha
and virtually nothing to creditors.

The US Trustee also objected to the Plan on the grounds that the
Plan does not comply with applicable Ninth Circuit law, since it
provides broad releases and exculpation of numerous third parties.

There were 30 objections filed by holders of 503(b)(9) claims
aggregating to more than $6 million.  The objectors included
Bottomley Distributing Company.  These holders' objections almost
exclusively objected to the Plan's proposed treatment of payment
over time.  The Debtors asked the Court to deem 503(b)(9)
claimants that did not file objections as having agreed to the
plan treatment of payment over time.

The Court confirmed the Plan notwithstanding the objections.

The Official Committee of Unsecured Creditors supported
confirmation of the Plan.

"The Committee is by no means "happy" with the Plan; results for
unsecured creditors will be far less than what was expected when
these cases filed less than one year ago. But that does not mean
that the Plan should not be confirmed. The real question is
whether the Plan is better than the available alternatives, and
the Committee believes that the answer to this question is "Yes",
Eric D. Goldberg, Esq., at Gordon Silver, explained.

In defending the First Amended Plan, the Debtor's counsel, Robert
G. Harris, Esq., at Binder & Malter, LLP, argued, among other
things, that the objectors have failed to satisfy any of the
prongs of the three part test for determining whether a plan was
proposed in "good faith":

   -- First, the intended result of the Plan matches squarely with
the objectives of the Bankruptcy Code; any assertion to the
contrary is simply wrong. The Plan permits the Debtor to
reorganize as a going concern by compromising certain claims and
abiding by the absolute priority rule. The Plan allows the Debtor
to overcome its cash shortage and continue to operate a chain of
twenty-one community grocery stores with more than $400 million of
annual sales. Confirmation will allow the Debtor to preserve
employment of more than 3,000 local employees. Rehabilitation of
troubled enterprises and the protection of jobs are well-
established objectives of the Bankruptcy Code.

   -- Second, the Plan is a creative by-product of intense, arm's-
length, and hard fought negotiations among the Debtor's
constituencies. While certain objectors complain of "disparate
treatment" and unfairness, nothing in the Plan seeks to do
anything prohibited by the Bankruptcy Code. For example, with
respect to holder of 503(b)(9) Claims, these holders are not
treated disparately from other holders of administrative claims,
the Debtor has simply asked these holders to accept impaired
treatment to allow the Debtor to exit bankruptcy as a going
concern.  As has been explained numerous times in Court, if a
holder of a 503(b)(9) Claim does not accept the treatment proposed
in the Plan, such holder retains its rights under the Bankruptcy
Code to full payment.  This is clearly within the bounds of
Section 1129(a)(9) of the Bankruptcy Code.  The Debtor pursued
this treatment with holders of 503(b)(9) Claims because other
creditors are situated differently and do not necessarily have an
interest in seeing the Debtor continue as a going concern.
Without a continued interest in the Debtor, the A Notes, B Notes,
and Trade Credit Program?a program that generates significant
capital for the Debtor and provides significant benefits to its
participants?are likely not appealing and so the treatment was not
offered to any other creditor.  Nothing about that request is
unfair or demonstrates unfairness in dealing with creditors.

   -- Finally, considering the totality of the circumstances, and
especially in light of the immediate liquidity needs, the plan
process proposed by the Debtor, supported by the Creditors'
Committee, and approved by the Court, is not unduly burdensome nor
does it violate due process.  The Debtor has explained on several
occasions, the timing of the plan process is justified in light of
the circumstances.  And the Debtor has made every effort and
spared little expense to make sure its constituents were fully and
adequately informed about the relevant deadlines, procedures, and
consequences of not participating in the process.  The number of
objections received by the Debtor only serves to underscore the
success of this notice campaign and belies any argument that fair
notice has not been provided.

                       The Chapter 11 Plan

The Plan is a plan of reorganization pursuant to which Victory
Park is providing $31.5 million in exit financing to Mi Pueblo and
affiliate Cha Cha Enterprises is providing $19.2 million in
financing to Mi Pueblo or its affiliates.  The proceeds of the
exit financing will allow Mi Pueblo to make distributions pursuant
to the Plan, including paying administrative claims in full in
Cash, and will provide a cash pool of $100,000 for distributions
to holders of Allowed General Unsecured Claims.  In addition,
holders of 503(b)(9) will be granted an "A Note" or "B Note," each
defined in the Plan, to the extent and depending on whether such
holders provide Mi Pueblo with trade credit terms in accordance
with a trade credit program.

As a result of the Plan, Mi Pueblo's existing equity will be
cancelled and new equity will issue to Victory Park (50%) and Cha
Cha (50%) in exchange for:

     (a) capital infusion, and

     (b) transfer of certain assets of Cha Cha, which include:

         * a secured guaranty of Mi Pueblo's exit financing;
         * Cha Cha's check cashing business;
         * certain leases as well as lease/license agreements
           for space in Mi Pueblo stores; and
         * release of Cha Cha's nearly $14 million claim
           against Mi Pueblo, a subordinated secured note in
           the approximate amount of $2.2 million and a
           subordinated unsecured note in the approximate amount
           of $17.0 million to NewCo (which amount will be
           contributed to Mi Pueblo).

The confirmation of Mi Pueblo's Plan was contingent on approval of
Cha Cha's Plan.

Critical to the success of this Plan is participation by holders
of valid 503(b)(9) Claims in the Trade Credit Program, which
provides that:

    * Vendors with Allowed 503(b)(9) Claims will receive an A
Note, B Note, or a combination of A Notes and B Notes (depending
on such holder's status in the Trade Credit Program) in full and
final satisfaction and on account of such vendor's Allowed
503(b)(9) Claims;

    * A Notes and B Notes are to be paid down (i) as collateral is
released by Safety National from workers' compensation letters of
credit issued for the policy term March 1, 2014 to March 1, 20152
and (ii) through free cash flow generated above agreed-upon
amounts by Mi Pueblo in the future; and

    * Trade Credit Program:

      -- Each vendor's A Note would be issued in an amount equal
to the trade credit extended (based upon the number of days such
trade credit is extended) to which the vendor commits, up to the
amount of the vendor's Allowed 503(b)(9) Claim;

      -- Each vendor will receive a B Note to the extent such
vendor's Allowed 503(b)(9) Claim is not covered by its A Note
calculated by taking the amount of a vendor's allowed 503(b)(9)
claim and subtracting the amount of the A Note issued to such
vendor);

    * Terms for A Notes:

      -- Interest rate: 10% paid in kind (PIK) per annum,
capitalized quarterly;

      -- Term: 3 years from the effective date of Mi Pueblo's
chapter 11 plan;

      -- Amortization: Cash generated from trade credit program
and excess cash flow sweep (above agreed-upon amounts);

      -- Must agree to extend trade credit for three years after
bankruptcy;

    * Terms for B Notes:

      -- Interest rate: 8% paid in kind (PIK) per annum,
capitalized quarterly; and

      -- Term: 3 years after the maturity of the A Notes (subject
to adjustment to address applicable high yield discount
obligations.

Once the Notes are issued, the Debtor anticipates reorganized Mi
Pueblo would have issued $10.5 million in Notes.  In order to
reduce this amount, any vendors that wanted to extend additional
trade credit could do so and receive a direct dollar for dollar
reduction (paydown) of their Notes (first A Note until repaid in
full, then B Note) before a certain date, with a commitment no
later than the later of (a) July 1, 2014, and (b) 30 days after
the effective date of Mi Pueblo's chapter 11 plan and measurement
and repayment no later than the later of (a) September 1, 2014,
and (b) 90 days after the effective date of Mi Pueblo's chapter 11
plan.

The Debtor said participation in the program has multiple
benefits.  It allows (1) Plan confirmation, (2) payment of
503(b)(9) Claims in full (over time) as opposed to partial or no
payment in a Chapter 7, and (3) Mi Pueblo's continued operations
so that it can maintain stable supply relationships with its
vendors on favorable terms.

A copy of the Plan, as amended April 22, 2014, is available for
free at:

    http://bankrupt.com/misc/Mi_Pueblo_1st_Am_Plan.pdf

A copy of the Disclosure Statement, as amended April 22, 2014, is
available for free at:

    http://bankrupt.com/misc/Mi_Pueblo_1st_Am_Plan_Outline.pdf

The Disclosure Statement was amended in April to address
objections to an earlier filed version of the document.  An order
provisionally approving the Disclosure Statement was entered April
25, 2014.

                          Sale Option

Had Mi Pueblo failed to confirm its Plan, it would have pursued a
quick sale of the assets.

Mi Pueblo acknowledged that the holders of 503(b)(9) claims have a
right to not agree to the Plan treatment and instead demand full
payment in cash on the effective date of the Plan.  However,
absent a consensus with holders of 503(b)(9) claims, the Debtor
said that holders of these claims will be left without a remedy as
there simply is no available funding to satisfy these claims on
the effective date.

Accordingly, the Debtor filed a motion to sell the assets under 11
U.S.C. Sec. 363 in the event the Plan cannot be confirmed.  Mi
Pueblo said that an expedited process to sell its assets through a
363 sale is the next best alternative.  Although a 363 sale likely
will leave holders 503(b)(9) claims in a significantly worse
position than the Plan's proposed impaired treatment, it likely
will leave them in significantly better position than a
liquidation.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., a chain of 21 Hispanic grocery stores,
filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893)
in San Jose, on July 22, 2013.  An affiliate, Cha Cha Enterprises,
LLC, the real estate and check-cashing arm, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  In its
amended schedules, Mi Pueblo disclosed $61,577,296 in assets and
$68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. served as counsel to the
Committee.  Gordon Silver was tapped by the Committee as counsel
effective May 1, 2014.

NUCP Turlock is represented by:

         Peter J. Benvenutti, Esq.
         Tobias S. Keller, Esq.
         KELLER & BENVENUTTI LLP
         650 California Street, Suite 1900
         San Francisco, California 94108
         Telephone: (415) 796-0709
         Facsimile: (650) 636-9251

                - and -

         Steven N. Holland, Esq.
         Justin J. Schnitzler, Esq.
         RING HUNTER HOLLAND & SCHENONE, LLP
         985 Moraga Road, Suite 210
         Lafayette, CA 94549
         Telephone: (925) 226-8248
         Facsimile: (925) 775-1943

                - and -

         George Kalikman, Esq.
         Valerie Bantner Peo, Esq.
         SCHNADER HARRISON SEGAL & LEWIS LLP
         650 California Street, Suite
         1900 San Francisco, California 94108
         Telephone: (415) 364-6700
         Facsimile: (415) 364-6785

The Creditors' Committee is represented by:

         Eric D. Goldberg, Esq.
         Danielle A. Pham, Esq.
         GORDON SILVER
         1888 Century Park East, Suite 1500
         Los Angeles, CA 90067
         Telephone: (702) 796-5555
         Telecopy: (702) 369-2666
         E-mail: egoldberg@gordonsilver.com
                 dpham@gordonsilver.com


MILESTONE SCIENTIFIC: Appoints President & CEO Dental Division
--------------------------------------------------------------
Milestone Scientific Inc. has appointed Gian Domenico Trombetta as
president and chief executive officer of its newly created dental
division.  Mr. Trombetta will also serve as a member of Milestone
Scientific's Board of Directors.  Leonard Osser will remain chief
executive officer of Milestone Scientific.

Mr. Trombetta is the president and CEO of Innovest S.p.A., a Milan
based private equity and special situation investment company with
a specific focus on innovative investment niches.  In the past he
has served as CEO and board member of numerous private commercial
companies.  Mr. Trombetta's appointment follows the recent
announcement on May 15, 2014, of a $10 million private placement
into Milestone Scientific led by Innovest S.p.A.

Leonard Osser, CEO of Milestone Scientific, stated, "We welcome
the addition of Gian Domenico as President and CEO of our dental
division and a member of the board of directors.  He brings years
of senior management experience and an impressive track record
leading high growth companies across a broad range of industries.
As President and CEO of the dental division, he will oversee an
expanded initiative to more aggressively market our instruments
and handpieces on a global basis.  His appointment also allows us
to focus greater resources towards developing and commercializing
new instruments for a wide array of medical applications."

Gian Domenico Trombetta, CEO of Innovest S.p.A., commented, "I am
pleased to join Milestone Scientific's management team as well as
the board of directors.  Milestone has accomplished a great deal
in building market awareness and penetration of its dental
instrument.  With the additional resources and capital from us, we
look forward to expanding sales of the instrument in both the
domestic and international markets.  In addition, with our recent
capital infusion we look forward to helping accelerate the launch
of new medical instruments based on Milestone's proven
technology."

Mr. Trombetta's compensation arrangement with the Company has not
been determined as of May 27,2014.  The Company said he has not
had any direct or indirect interest in any transactions with the
Company that requires disclosure under Item 404(a) of Regulation
S-K, except that on May 14, 2014, the Company completed a $10
million private placement financing with BP 4 Srl, an affiliate of
the Milan based private equity investor Innovest S.p.A.  Mr.
Trombetta is the president and CEO of Innovest.

The Company relates there is no existing family relationship
between Mr. Trombetta and any director or executive officer of the
Company.

                     About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

Milestone Scientific reported net income of $1.46 million in 2013,
as compared with a net loss of $870,306 in 2012.

Baker Tilly Virchow Krause, LLP, in New York, issued "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
since inception, which raises substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $8.09
million in total assets, $2.20 million in total liabilities, all
current and $5.88 million in total stockholders' equity.


MILESTONE SCIENTIFIC: BP4 S.r.l. Reports 23.9% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, BP4 S.r.l., Innovest S.p.A., and Giandomenico
Trombetta disclosed that as of May 14, 2014, they beneficially
owned 4,750,491 shares of common stock Milestone Scientific Inc.
representing 23.9 percent of the shares outstanding.

On May 14, 2014, BP4 acquired 2,000,000 shares of Common Stock and
7,000 shares of Series A Preferred Stock from the Issuer in a
private placement pursuant to an Investment Agreement, dated
April 15, 2014, between BP4 and the Issuer.  Pursuant to the
Investment Agreement, the Reporting Person has the right to elect
one person to the Issuer's Board of Directors.

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

                         http://is.gd/Wbg9tN

                     About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

Milestone Scientific reported net income of $1.46 million in 2013,
as compared with a net loss of $870,306 in 2012.

Baker Tilly Virchow Krause, LLP, in New York, issued "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
since inception, which raises substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $8.09
million in total assets, $2.20 million in total liabilities, all
current and $5.88 million in total stockholders' equity.


MINT LEASING: Incurs $81,000 Net Loss in First Quarter
------------------------------------------------------
The Mint Leasing, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $80,846 on $1.91 million of total revenues for the
three months ended March 31, 2014, as compared with a net loss of
$536,475 on $3.24 million of total revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $18.72
million in total assets, $14.78 million in total liabilities and
$3.94 million in total stockholders' equity.

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

                        http://is.gd/Wsr22q

                        About Mint Leasing

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

Mint Leasing reported net income of $3.22 million on $6.45 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $238,969 on $9.97 million of total revenues in
2012.

                         Bankruptcy Warning

"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders.  We can provide no assurance that
additional financing will be available on favorable terms, if at
all.  If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants.  If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless.  Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern.  If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the 2013 Annual
Report.


MMODAL HOLDINGS: Wins Final Approval to Incur $30MM DIP Financing
-----------------------------------------------------------------
The Bankruptcy Court authorized, on a final basis, Legend Parent,
Inc., et al., to:

   i) obtain senior secured priming and superpriority postpetition
financing, which consists of a dual draw term loan facility in an
aggregate principal amount not to exceed $30,000,000 from Royal
Bank of Canada, as administrative agent and collateral agent;

  ii) use cash collateral in which the prepetition secured parties
and the DIP Secured Parties have a lien or other interest; and

iii) vacate the automatic stay imposed by Section 362 of the
Bankruptcy Code to the extent necessary to implement and
effectuate the terms and provisions of the DIP Loan documents and
the final order.

The Debtors would use the DIP Facility and cash collateral to,
among other things, permit the orderly continuation of the
operation of their businesses, to maintain business relationships,
to make capital expenditures, to satisfy other working capital and
operation needs, to comply with the Plan Support Agreement and to
consummate the Reorganization Plan.

The Debtors related that they were unable to obtain unsecured
credit allowable under Section 503(b)(1) of the Bankruptcy Code as
an administrative expense.

As reported in the Troubled Company Reporter on May 5, 2014, Royal
Bank of Canada serves as administrative agent and collateral agent
on behalf of a syndicate of financial institutions.  RBC also
serves as administrative agent under the Debtors' prepetition
credit facility consisting of a $75 million revolving facility and
a $445 million term loan.  As of the Petition Date, the Debtors
were indebted to the prepetition secured parties in the aggregate
principal amount of approximately $75 million under the revolving
credit commitment, and approximately $424.6 million under the term
loan.

All amounts outstanding under the DIP Facility will bear interest
at, for Eurodollar Loans, LIBOR plus 7.95% with a LIBOR floor of
1.5% and for Base Rate Loans, the Base Rate plus 6.95% with a Base
Rate floor of 2.5%.

Under the DIP Loans, the Debtors are required to obtain an order
approving the disclosure statement explaining a plan of
reorganization on or before June 4, and obtain an order confirming
the plan on or before July 16.  The Debtors are also required to
have consummated their Plan on or before Aug. 15.

Brandon Aebersold, a managing director in the restructuring group
of Lazard Freres & Co. LLC, said in court papers that the Debtors
need to obtain access to the DIP Financing and cash collateral to
permit, among other things, the orderly continuation of the
operation of their businesses, to maintain business relationships
with vendors, suppliers and customers, to make payroll, and to
satisfy other working capital and operational needs, including to
address potential adverse impact on their business and operations
relating to the filing of the Chapter 11 cases.  Mr. Aebersold
added that the bank group, prior to the Petition Date, already
provided the Debtors with a term sheet for a DIP term loan.  The
bank group has advised the Debtors that they would not consent to
the granting of senior or pari passu liens to a third party DIP
lender.

                   Cash Collateral Stipulations

A Stipulation and order dated March 21, 2014, provides that the
Debtor is authorized, on an interim basis, to use cash collateral,
and grant adequate protection to prepetition secured parties.

The parties to the Plan Support Agreement have agreed to use
commercially reasonable efforts to support extension of the
interim cash collateral order until May 7, 2014; and the interim
cash collateral cap was increased to $40.4 million;

In another stipulation and order, the interim period is extended
until May 16, and the interim cash collateral cap is increased to
$47.8 million.

As reported in the TCR on April 1, 2014, Judge Robert E. Gerber
authorized the Debtors to use any cash collateral in which any
lender, agent or other secured party under the credit agreement,
dated as of Aug. 17, 2012, with Royal Bank of Canada as agent, may
have an interest.

As of the Petition Date, the Debtors were indebted to the
prepetition secured parties in the aggregate principal amount of
approximately $75 million with respect of the revolving credit
facility and approximately $424.6 million in respect of Term B
Borrowings, plus interest thereon and fees.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., disclosed, in
its schedules, assets of $36,128,041 plus undetermined amount, and
liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MMODAL HOLDINGS: Amends Plan Outline; Court Approves PSA
--------------------------------------------------------
Legend Parent, Inc., et al., submitted to the U.S. Bankruptcy
Court a First Amended Disclosure Statement with respect to First
Amended Joint Plan of Reorganization dated May 20, 2014.

The Debtors filed the Joint Plan of Reorganization and explanatory
Disclosure Statement on April 25.

The Court will convene a hearing on June 3, 2014, at 10:00 a.m.,
to consider adequacy of the Disclosure Statement explaining the
Plan.  The Court set a hearing on July 15, at 10:00 a.m., to
consider the confirmation of the Plan.  Objections, if any, are
due July 3, at 4:00 p.m.

Ballots accepting or rejecting the Plan are due 4:00 p.m., on
July 3.  The Debtors have fixed June 3, as the voting record date.

The Plan provides for this recovery of claims:

  Class    Designation                      Recovery
  -----    -----------                      --------
Class 1    Priority Claims                      100%
Class 2    First Lien Claims               72% - 90%
Class 3    Other Secured Claims                 100%
Class 4    General Unsecured Claims          1% - 8%; midpoint
           (including Noteholder Claims)    recovery: 3.4%
Class 5    Subordinated Claims                    0%
Class 6    Convenience Class Claims             100%
Class 7    Intercompany Claims                    0%
Class 8    Intercompany Interests               100%
Class 9    Holdings Equity Interests              0%

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/MMODALINC_217_1ds.pdf

The Plan provides that First Lien Claims will be allowed in the
aggregate amount of $507,680,532.  On the effective date, holders
of First Lien Claim will also receive their pro rata share of (i)
the New Term Loan, (ii) 93% of Reorganized Holdings Equity
Interests, subject to dilution solely on account of the New
Warrants and Management Stock Option Plan; and (iii) $8,197,801 in
Cash.

The Debtors estimate approximately $267.5 million to $271.2
million of Allowed General Unsecured Claims.  Holders of Allowed
General Unsecured Claims will receive their pro rata share of (i)
7% of the Reorganized Holdings Equity Interests; (ii) the New A
Warrants and New B Warrants; and (iii) $617,039 in Cash.

The Plan provides that, upon the Debtors' emergence from Chapter
11, holders of Allowed First Lien Claims will receive, among other
things, their Pro Rata share of the new $320 million principal New
Term Loan to be made pursuant to the New Term Loan Agreement, to
be entered into on the Effective Date by and among MModal Inc. or
any of the other Debtors, as borrower and certain of the post-
Effective Date direct and indirect subsidiaries of Holdings,
collectively as guarantors, the First Lien Agent, as
administrative and collateral agent, and the Exit Facility
Lenders, together with all amendments, supplements, ancillary
agreements, notes, pledges, collateral agreements and other
documents related thereto, which will be in form and substance
reasonably satisfactory to the Debtors, the First Lien Agent and
the Required Consenting Holders.  The New Term Loan is
subordinated only to the New Exit Facility and has a non-default
interest rate of LIBOR plus 775 bps (with a 125 bps LIBOR floor),
call protection at 101/101/100, 2.5% annual amortization and a 75%
excess Cash flow sweep (sweep counts toward the 2.5%
amortization).

A full-text copy of the Plan is available at:

     http://bankrupt.com/misc/MMODALplan0425.pdf

and Disclosure Statement at:

     http://bankrupt.com/misc/MMODALds0425.pdf

                      Plan Support Agreement

In a separate order, the Court authorized the Debtors to enter
enter into and perform under a plan support agreement with holders
of the majority of claims under the Debtors' first lien credit
agreement and the majority of claims under the indenture, dated
April 2, 2014.

The Court also approved the amendments to the PSA.  The parties to
the PSA have negotiated amendments to the PSA with the Official
Committee of Unsecured Creditors after the motion and the PSA were
filed with the Court, pursuant to which The Restructuring Term
Sheet attached to the PSA as Exhibit A is amended as: (i) by
treating Deferred Acquisition Claims as class 4 Claims or class 6
Claims, as applicable, rather than class 5 Claims, (ii) increasing
the amount included in Convenience Class Claim  from $100,000 and
below to $125,000 and below, (iii) all notices required to be
given pursuant to the Amended Plan Support Agreement will be
concurrently provided to the Committee's counsel, Stroock &
Stroock & Lavan, LLP, and (iv) providing that any modification or
amendment to the treatment of class 4 Claims or class 6 Claims
will be subject to the prior written consent of the Committee,
provided, however, that the fixing of the "recovery percentage of
the holders of Noteholders Claims" will not require Committee
consent; and the Committee supports approval of the PSA as amended
by the Amendments and confirmation of the Plan.

U.S. Bank National Association, in its capacity as Trustee under
the Indenture dated as of Aug. 17, 2012, among MModal Inc., as
issuer, Legend Parent, Inc., as guarantor, the other guarantor
parties to the indenture, has reserved its rights in response to
the Debtors' motion to enter into and perform under a plan support
agreement.

The Trustee said that it supports the Debtors' restructuring
efforts generally, and supports, conceptually, a consensually
negotiated plan of reorganization.  The Trustee filed this
reservation of rights to make clear that its decision not to
object to the motion does not constitute a waiver of its right to
object to any provisions of the plan or disclosure statement.

The Debtors are represented by:

         Allan S. Brilliant, Esq.
         Shmuel Vasser, Esq.
         Jeffrey T. Mispagel, Esq.
         DECHERT LLP
         1095 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 698-3500
         Fax: (212) 698-3599

U.S. Bank is represented by:

         Walter H. Curchack, Esq.
         Vadim J. Rubinstein, Esq
         LOEB & LOEB LLP
         345 Park Avenue
         New York, NY 10154
         Tel: (212) 407-4000
         Fax: (212) 407-4990
         E-mails: wcurchack@loeb.com
                  vrubinstein@loeb.com

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., disclosed, in
its schedules, assets of $36,128,041 plus undetermined amount, and
liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MMODAL HOLDINGS: June 3 Hearing on KPMG Hiring as Accountants
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 3, 2014, at
10:00 a.m., to consider Legend Parent Inc., et al.'s request to
employ KPMG LLP as fresh-start accountants, tax provision
providers, and tax consultants effective nunc pro tunc to
April 15, 2014.  Objections, if any, were due May 29, at 4:00 p.m.

KPMG LLP will perform these services:

   a. Fresh-Start Accounting Services -- audit procedures with
      respect to fresh start accounting which will include,
      but not be limited to:

      1. test of fresh start accounting and related fair value
         allocations;

      2. procedures on fresh start balance sheet (operating
         balance sheet audit procedures will be similar to
         year-end audit procedures, including sending
         confirmations, sampling account balances, etc.);

      3. analyzing the accounting for term sheet and
         recapitalization and reorganization documents;

   b. Tax Provision Services:

      1. assist in gathering necessary quarterly tax and financial
         information and schedules;

      2. assist in the identification and computation of temporary
         and permanent differences;

      3. compute a preliminary income tax provision for
         management's review and approval; and

      4. prepare income tax related balance sheet accounts and
         footnote disclosures for Debtors' review and approval.

   c. Tax Consulting Services:

      General tax consulting services regarding tax provision
      services pertaining to:

      1. routine tax advice concerning the federal, state, local
         and foreign tax matters related to the preparation of
         the prior year's federal, state, local and foreign tax
         returns;

      2. routine tax advice concerning the federal, state, local,
         and foreign tax matters related to the computation of the
         Debtors' taxable income for the current year or future
         years; and

      3. routine dealings with a federal, state, local, or foreign
         tax authority.

KPMG's requested that compensation for professional services
rendered will be based upon the hours actually expended by each
assigned staff member at each staff member's hourly billing rate.
The majority of fees to be charged in the engagements reflect a
reduction of approximately 35% from KPMG's normal and customary
rates, depending on the types of services to be rendered.

The hourly rates for auditing, accounting, tax provision and tax
consulting services to be rendered by KPMG:

    Fresh-Start Accounting Services         Discounted Rate
    -------------------------------         ---------------
    Partner                                   $580 - $815
    Managing Director                         $540 - $705
    Senior Managers                           $470 - $700
    Manager                                   $395 - $575
    Senior Associate                          $325 - $450
    Associate 2                               $200 - $290
    Associate 1                               $160 - $290
    Intern                                        $75

    Tax Provision Services                  Discounted Rate
    ----------------------                  ---------------
    Partner/Director                             $425
    Senior Manager                               $325
    Manager                                      $250
    Senior Associate                             $200
    Associates                                   $155

    Tax Consulting Services                 Discounted Rate
    -----------------------                 ---------------
    Partner                                      $795
    Managing Director                            $705
    Senior Manager                               $575
    Manager                                      $540
    Senior Associate                             $450
    Associate 2                                  $290
    Associate 1                                  $290
    Intern                                        $75

Robert J. Steen, certified public accountant, assures the Court
that KPMG is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

M*Modal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  M*Modal Inc., disclosed,
in its schedules, assets of $36,128,041 plus undetermined amount,
and liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MMODAL HOLDINGS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
MModal Inc. filed with the U.S. Bankruptcy Court for the District
of Arizona its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $36,128,041*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $506,838,533*
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                      $301,251,003
                                 -----------      -----------
        Total                    $36,128,041*    $808,089,536*

Debtor-affiliates also filed their respective schedules,
disclosing:

      Company                     Assets    Liabilities
      -------                     ------    -----------
  MModal Holdings, Inc.             $0*         $0*
  Legend Parent Inc.                $0*         $0*

* plus undetermined amount

Copies of the schedules are available for free at:

     http://bankrupt.com/misc/MMODALINC_133_sal.pdf
     http://bankrupt.com/misc/MMODALINC_134_sal.pdf
     http://bankrupt.com/misc/MMODALINC_135_sal.pdf

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

M*Modal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  M*Modal Inc., disclosed,
in its schedules, assets of $36,128,041 plus undetermined amount,
and liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MOMENTIVE PERFORMANCE: Payment of Critical Vendors' Claims OK'd
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Momentive Performance
Materials Inc., et al., to pay prepetition claims of critical
vendors, foreign vendors and suppliers of goods entitled to
administrative priority.

On April 13, 2014, the Debtors asked the Court to allow the
payment of prepetition claims of critical vendors, foreign vendors
and suppliers of goods entitled to administrative priority.  As of
the Petition Date, the Debtors estimate that the trade claims
total approximately $31 million.

The Debtors believe that the Critical Vendors will refuse to
supply the Debtors postpetition unless some or all of the claims
are paid, and that immediate replacement of the Critical Vendors
would be impracticable or, in some cases, impossible.  Without
authority to pay the Critical Vendors, the Debtors could be forced
to suspend certain operations immediately.

Pursuant to the court order dated May 16, 2014, aggregate payments
with respect to the Trade Claims won't exceed
$31.10 million, without prejudice to the Debtors' right to seek
authority to make additional payments and without prejudice to the
rights of parties in interest to oppose any request for authority
to make additional payments.  The Debtors are authorized to pay in
the ordinary course of their businesses:
(i) the Critical Vendor Claims, in amounts not to exceed
$16.50 million in the aggregate; (ii) the Foreign Vendor Claims,
in amounts not to exceed $3.30 million in the aggregate;
(iii) the Critical 503(b)(9) Claims in amounts not to exceed
$11.30 million in the aggregate.

                   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 the Debtors'
cases.


MONEY CENTERS: Trustee Says Bankrupt Company Must Liquidate
-----------------------------------------------------------
Law360 reported that Michael St. Patrick Baxter, the trustee for
Money Centers of America Inc., said the bankrupt casino check-
cashing company is headed toward liquidation after concluding that
a sale would not be doable.

According to the report, the trustee said in a court filing that
MCA is "in significant arrears under many of their financial
services agreements with gaming operators," making a transfer of
those agreements to a potential buyer "difficult, if not
impossible."
Money Centers of America, Inc. filed a Chapter 11 petition
(Bankr. D. Del. Case No. 14-10603) on March 21, 2014, in Trenton,
New Jersey.  Kevin Scott Mann, Esq., at Cross & Simon, LLC in
Wilmington, in Delaware, serves as counsel to the Debtor.  The
Debtor estimated up to $1 million to $10 million in both assets
and liabilities.  The petition was signed by Christopher
Wolfington, Chairman & CEO.


MOORE FREIGHT: June 10 Hearing on Confirmation Order Compliance
---------------------------------------------------------------
The U.S. Bankruptcy Court of the Middle District of Tennessee will
continue on June 10, 2014, at 9:00 a.m. the hearing on  Moore
Freight Service, Inc. and G.R.E.A.T. Logistics, Inc.'s motion for
order compelling SG Equipment Finance USA Corp., to comply with
the confirmation order and plan or, alternatively, hold SGEF in
contempt for violating the confirmed plan and the confirmation
order.

As reported by the Troubled Company Reporter on May 22, 2014, the
hearing was initially set for May 27, 2014, at 9:00 a.m.  The
Debtors said SGEF pursued domestication and collection of a
judgment against Dan Moore arising out of a debt of Moore Freight
Service, in violation of Section 1141(a) of the Bankruptcy Code.

On May 15, 2014, Moore Freight, the Reorganized Debtor under the
Confirmed Plan, filed a supplement to its May 2, 2014 motion, to
add additional facts concerning SGEF's failure to comply with the
Confirmed Plan and the Confirmation Order, and in further support
of the Reorganized Debtor's request for an order holding SGEF in
contempt for violating the Confirmed Plan and the Confirmation
Order.

The Debtor requests entry of an order: (i) compelling and
directing SGEF to desist with its collection efforts against Dan
Moore for as long as Debtor is current with its payments under the
Confirmed Plan, or, alternatively, finding SGEF in civil
contempt for its disobedience of the Confirmation Order and
Confirmed Plan; (ii) compelling and directing SGEF to desist with
its efforts to collect payments from the Reorganized Debtor
other than those provided under the Confirmed Plan, or,
alternatively, finding SGEF in civil contempt for its disobedience
of the Confirmation Order and Confirmed Plan;
(iii) providing for sanctions as are necessary and appropriate to
coerce SGEF's compliance with the Confirmation Order and Confirmed
Plan, including without limitation, attorney fees; and (iv)
granting other relief as may also be necessary and appropriate.

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

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

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

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

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

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


N-VIRO INTERNATIONAL: Delays Q1 Form 10-Q for Review
----------------------------------------------------
N-Viro International Corporation filed with the U.S. Securities
and Exchange Commission a Notification of Late Filing on Form
12b-25 with respect to its quarterly report on Form 10-Q for the
period ended March 31, 2014.  The Company said it was unable to
complete the preparation of the financial statement within the
required time period without unreasonable effort or expense due to
delays in gathering and the review of financial information needed
to complete the preparation and inclusion of the required
financial statement.

                     About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills,
Michigan, expressed substantial doubt about N-Viro's ability to
continue as a going concern, citing the Company's recurring
losses, negative cash flow from operations and net working capital
deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.  As of Sept. 30, 2013, the
Company had $1.97 million in total assets, $2.34 million in total
liabilities and a $369,192 total stockholders' deficit.


NAVISTAR INTERNATIONAL: Sets June 5 Web Cast to Discuss Results
---------------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2014 second quarter financial results on Thursday,
June 5th.  A live web cast is scheduled at approximately 9:00 a.m.
Eastern.  Speakers on the web cast will include Troy Clarke,
president and chief executive officer, Jack Allen, executive vice
president and chief operating officer, Walter Borst, executive
vice president and chief financial officer, and other company
leaders.

The web cast can be accessed through a link on the investor
relations page of Company's web site at
http://www.navistar.com/navistar/investors/webcasts. Investors
are advised to log on to the Web site at least 15 minutes prior to
the start of the web cast to allow sufficient time for downloading
any necessary software.  The web cast will be available for replay
at the same address approximately three hours following its
conclusion, and will remain available for a period of 10 days.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.  The Company's balance sheet at
Oct. 31, 2013, showed $8.31 billion in total assets, $11.91
billion in total liabilities and a $3.60 billion total
stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings.  The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy. Other rating concerns
are already incorporated in the 'CCC' rating.


NET ELEMENT: Incurs $3.6 Million Net Loss in First Quarter
----------------------------------------------------------
Net Element, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss of $3.59
million on $4.84 million of net revenues for the quarter ended
March 31, 2014, as compared with a net loss of $3.23 million on
$868,150 of net revenues for the same period during the prior
year.

As of March 31, 2014, the Company had $18.30 million in total
assets, $34.91 million in total liabilities and a $16.60 million
total stockholders' deficit.

"We are pleased with our results and progress in the first quarter
of 2014 as we continue to execute our strategy of driving revenue
and reducing our liabilities," commented Oleg Firer, chief
executive officer of Net Element.  "We are committed to building
the underlying businesses as well as finding strategic
opportunities to complement and accelerate the growth and
profitability of the overall company to increase shareholder
value."

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

                         http://is.gd/QrGXjW

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly Net Element
International, Inc.) is a financial technology-driven group
specializing in mobile payments and other transactional services
in emerging countries and in the United States.  The Company
operates in a single operating segment, that being a provider of
transactional services and mobile payment solutions.  The
Company's operating segment is based on geographic location.
Geographic areas in which the Company operates include the United
States, where through its U.S. based subsidiaries it generates
revenues from transactional services and other payment
technologies for small and medium-sized businesses.  Through TOT
Group Russia and Net Element Russia, the Company operates the
Company's international segment focused on transactional services,
mobile payments transactions and other payment technologies in
emerging countries including Russian Federation and the
Commonwealth of Independent States ("CIS").

Net Element reported a net loss of $48.31 million in 2013, as
compared with a net loss of $16.38 million in 2012.

BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.


NTELOS HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Waynesboro, Va.-based regional wireless provider NTELOS Holdings
Corp., including the 'B' corporate credit rating, on CreditWatch
with positive implications.

"The placement of NTELOS Holdings Corp.'s ratings on CreditWatch
with positive implications follows the extension of a wholesale
agreement whereby NTELOS continues as Sprint's exclusive network
provider (in the NTELOS West Virginia and western Virginia
footprint) through 2022," said Standard & Poor's credit analyst
Richard Siderman.  "This averts the potential decline in credit
quality if the existing contract was not extended beyond the July
31, 2015 expiration," added Mr. Siderman.

NTELOS said that, under the extended agreement, EBITDA will
decline modestly in 2014 and 2015, and capital spending will
increase an aggregate $150 million to $175 million to build an LTE
network by May 2017, as required by the agreement.  NTELOS also
said it will eliminate its annual $36 million dividend (after the
July 2014 payment), which reduces the impact of the cash outflow
for the LTE build.

S&P would raise the rating on NTELOS if it views the contract
extension as reducing its downside risk, such that its view of its
business risk improves to "weak" from "vulnerable," and if S&P
expects NTELOS to maintain financial metrics consistent with an
"aggressive" financial risk profile under the new contract terms;
for example, if S&P expected debt to EBITDA to be below 5x and
funds from operations to debt of greater than 12%, along with
sufficient liquidity to fund capital expenditures including the
LTE network.  Resolution of the CreditWatch placement will also
incorporate S&P's expectation of NTELOS' operating performance,
which has approximately 468,000 retail wireless customers.

S&P expects to resolve the positive CreditWatch status within the
next two months with either a rating upgrade or an affirmation.
S&P could raise the rating if it favorably revise its assessment
of NTELOS' business risk to "weak," and if it expects the company
to maintain an "aggressive" financial risk profile under terms of
the extended contract.


OVERLAND STORAGE: Cyrus Capital Reports 66.5% Equity Stake
----------------------------------------------------------
Cyrus Capital Partners, L.P., and its affiliates disclosed in an
amended Schedule 13D filed with the U.S. Securities and Exchange
Commission that as of May 15, 2014, they beneficially owned
12,836,931 shares of common stock Overland Storage, Inc.,
representing 66.53 percent of the shares outstanding.

On May 15, 2014, Overland Storage entered into an Agreement and
Plan of Merger with Sphere 3D Corporation, an Ontario corporation,
and S3D Acquisition Company, a California corporation and wholly
owned subsidiary of Sphere ("Merger Sub").  The Merger Agreement
provides for a business combination whereby Merger Sub will merge
with and into the Issuer, and as a result the Issuer will continue
as the surviving operating corporation and become a wholly owned
subsidiary of Sphere.

Each of the boards of directors of Sphere and Merger Sub, and the
Issuer (upon the unanimous recommendation of a special committee
of independent directors of the Issuer) has approved the Merger
Agreement.

Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger, each issued and outstanding share of Common
Stock of the Issuer will be canceled and extinguished and
automatically converted into the right to receive a fraction of a
fully paid and nonassessable share of common stock of Sphere equal
to the Exchange Ratio.  The "Exchange Ratio" will be equal to
0.510594 plus the quotient obtained by dividing (x) the number of
shares of common stock of Sphere held by the Issuer immediately
prior to the closing of the Merger by (y) 18,495,865.20 plus the
quotient obtained by dividing (A) (i) 105% of the principal amount
of any indebtedness of the Issuer to the Cyrus Funds repaid by the
Issuer on or after the date of the Merger Agreement and prior to
the closing of the Merger divided by (ii) 8.675 by (B) 18,495,865.

At the Effective Time, all outstanding warrants to purchase the
Issuer Common Stock, options to purchase Issuer Common Stock and
all outstanding awards of restricted stock units with respect to
Issuer Common Stock, whether or not vested or exercisable at the
Effective Time, will be assumed by Sphere.  All outstanding awards
of stock appreciation rights with respect to the Issuer Common
Stock will be cancelled at the Effective Time.

All outstanding Original Notes and New Notes are to be repaid in
full upon consummation of the Merger and the Cyrus Funds are to
receive an additional payment equal to five percent of the
principal amount outstanding under the Notes, payable in shares of
the common stock of Sphere.

A full-text copy of the regulatory filing is available at:

                       http://is.gd/dWvsLR

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

The Company's balance sheet at March 31, 2014, showed $91.78
million in total assets, $50.69 million in total liabilities and
$41.09 million in total shareholders' equity.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


OVERSEAS SHIPHOLDING: Wins Court Okay to Begin Plan Solicitation
----------------------------------------------------------------
Bankruptcy Judge Peter J. Walsh in Wilmington, Delaware, issued an
order dated May 27 approving the First Amended Disclosure
Statement explaining Overseas Shipholding Group, Inc.'s Joint Plan
of Reorganization.  The Court also approved procedures for
soliciting and tabulating Plan votes as well as related notices.

On May 28, the Court entered an order establishing amended
discovery schedules and other procedures related to the
confirmation of the Amended Plan.

Only the holders of Subordinated Claims and Old OSG Equity
Interests are entitled to vote on the Plan.

The hearing to consider confirmation of the Plan is scheduled to
start July 18 at 9:30 a.m. Eastern Time.  Plan confirmation
objections are due July 11.

Plan votes are due July 7.

As reported by the Troubled Company Reporter, the Debtors entered
into an equity commitment agreement on May 2 with certain parties,
including certain holders of existing equity interests of the
Company representing approximately 30% of the existing common
stock of OSG.  On the same day, they filed with the Bankruptcy
Court an amended plan of reorganization that effectuates the terms
of the alternative plan of reorganization received from the
Commitment Parties.

On May 20, 2014, the Debtors and each of the Commitment Parties
entered into an amendment to the Equity Commitment Agreement.  The
Amendment increases the amount to be raised by the Company through
the rights offering contemplated by the Equity Commitment
Agreement from $1.500 billion to $1.505 billion, pursuant to the
issuance of additional subscription rights.  The Rights Offering
will be back-stopped by each Commitment Party or its designee on a
several but not joint basis.  The Equity Commitment Agreement also
increases the number of Class A shares or Class A warrants that
can be purchased for each share held of OSG common stock upon
exercise of each Subscription Right by certain holders thereof,
from 11.5 Class A shares or Class A warrants to 12 Class A shares
or Class A warrants.

On May 21, the Debtors filed with the Bankruptcy Court an
amendment to the Equity Plan and Disclosure Statement.

While the hearing to approve the Amended Disclosure Statement was
originally scheduled to conclude on May 23, the Bankruptcy Court
adjourned the hearing at the request of the Debtors to allow for
additional amendments to add additional Commitment Parties and
further revise the Amended Equity Plan to resolve certain
objections to the Amended Disclosure Statement.  The adjourned
hearing recommenced May 27 at 2:00 p.m.

Due in part to the adjournment, at the May 27 hearing, the Debtors
also asked the Court to, among other things, suspend trading of
the Company's common stock and beneficial interests therein in the
over-the-counter market on June 3, 2014 at 5:00 p.m. (Prevailing
Eastern Time) and set a record date of June 6, 2014 for voting to
accept the Amended Equity Plan.

A copy of the Court's Disclosure Statement Order, which includes
copy of the plan version to be circulated together with other
solicitation materials, is available at:

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

Judge Walsh also issued an order establishing amended discovery
schedule and other procedures related to Plan confirmation.  The
Discovery Order governs fact and expert discovery, the filing of
briefs related to a parties' position with respect to the Plan,
pre-trial submissions and other miscellaneous matters.

Among other things the Order requires interested parties who
intend to lodge a confirmation objection to submit by May 29 a
general description of the topics its anticipated objections will
address.  The Debtors will file by May 30 a preliminary list of
all witness that they anticipate calling to provide testimony at
the confirmation hearing.  Requests for document production and
interrogatories must be filed by June 2.

The Order provides that fact discovery will be completed by June
26.  Expert discovery may be completed by July 9.

A copy of the Discovery Order is available at:

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

Judge Walsh on May 28 also entered an order regarding the trading
of OSG securities.  The Order provides that any member of the
Equity Committee or their affiliates, acting in any capacity, will
not be violating its duties as member to the extent they trade
securities of OSG during the period from the entry of this Order,
subject, however, to the terms of the Disclosure Statement order.
The members' agent, however, must establish an ethical wall.  The
Order also provides that on May 26 the Debtors relieved the
members of their contractual trading restrictions under each of
their confidentiality agreements with OSG.

The Disclosure Statement order provides that as of June 3, no
further trading in Class E2 Old OSG Equity Interests will be
permitted.

A copy of the Court's Securities Trading Order is available at:

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

                     About Overseas Shipholding

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

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

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

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

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

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


PACIFIC STEEL: Court Approves Arch & Beam as Committee Advisor
--------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized the Official Committee
of Unsecured Creditors of Pacific Steel Casting Company and
Berkeley Properties, LLC to retain Arch & Beam Global LLC as
financial advisors for the Committee, effective Mar. 31, 2014.

As reported in the Troubled Company Reporter, Arch & Beam will:

   (a) analyze the Debtors' financial statements and condition;

   (b) analyze and challenge the budgets and projects developed
       by the Debtors' management in these cases;

   (c) analyze the proposed DIP loan and any other sources of
       financing for the Debtors in these cases;

   (d) advise the Committee on the foregoing issues, and
       Develop appropriate strategies in conjunction with the
       Committee and its legal counsel; and

   (e) analyze and advise the Committee regarding bidding
       procedures, proposed buyers, proposed terms of a sale, and
       other issues in respect to the process of selling the
       Debtors' assets.

Arch & Beam will be paid at these hourly rates:

       Howard Bailey, Managing Director      $395
       Matthew English, Managing Director    $395

Arch & Beam will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Tracy Hope Davis, the U.S. Trustee for Region 17, objected to the
application indicating that Paragraph 10 of the Application
provides that Applicant will charge for expenses (photocopying,
facsimile, etc.) in a manner and at a rate that is consistent with
charges generally made to Applicant's other clients.  The U.S.
Trustee requested that Applicant familiarize themselves with the
Guidelines for Compensation and Expense Reimbursement of
Professionals and Trustees, published on the U.S. Bankruptcy Court
for the Northern District of California's website and amend their
Application to reflect that the manner and rates for expenses will
be compliance with said Guidelines.

Arch & Beam can be reached at:

       Howard Bailey
       ARCH & BEAM GLOBAL, LLC
       2500 Camino Diablo, Suite 108
       Walnut Creek, CA 94597
       Tel: (415) 252-2900
       Fax: (415) 358-4486

                   About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors estimated
assets and liabilities of at least $10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PACIFIC STEEL: Files Amended Schedules of Assets and Liabilities
----------------------------------------------------------------
Pacific Steel Casting Company filed with the Bankruptcy Court for
the Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $36,533,644
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $4,702,528
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $990,001
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $41,758,847
                                 -----------    ------------
        TOTAL                    $36,533,644     $47,451,378

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors estimated
assets and liabilities of at least $10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PANACHE BEVERAGE: Delays First Quarter Form 10-Q
------------------------------------------------
Panache Beverage, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the period
ended March 31, 2014.  The Company said certain financial and
other information necessary for an accurate and full completion of
the Form 10-Q could not be provided within the prescribed time
period without unreasonable effort or expense.

The Company expects to report a net loss from operations before
non-controlling interest for the quarter ended March 31, 2014, of
approximately $1,625,000, compared to a loss of approximately
$929,500 for the quarter ended March 31, 2013.  The increase in
loss is due primarily to a decrease in net revenues from
approximately $1,417,000 for the quarter ended March 31, 2013, to
approximately $635,000 for the quarter ended March 31, 2014, and
an increase of operating and other expenses to approximately
$1,744,000 for the quarter ended March 31, 2014, as compared to
$1,486,000 for the quarter ended March 31, 2013.  The decrease in
revenues was most attributable to changes implemented in the
Company's marketing and distribution strategies.  The increase of
operating and other expenses was attributable mostly to increased
compensation and marketing costs associated with the Company's
transition to becoming its own importer of Wodka Vodka and the
agent for Alibi American Whiskey, increased professional fees
associated with the above implemented changes and increased
interest expense.

                       About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Panache Beverage reported a net loss of $4.58 million in 2013
following a net loss of $3.27 million in 2012.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has limited working capital
and has incurred losses from operations.  Silberstein Ungar also
issued a going-concern qualification following the 2012 results.

The Company's balance sheet at Dec. 31, 2013, showed $7.18 million
in total assets, $14.05 million in total liabilities, and a
stockholders' deficit of $6.87 million.


PEAK 10: Moody's Assigns B3 Corp. Family Rating to Merger Company
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) to GI
Peak Merger Sub Corporation ("Peak 10" or "the company"), the
financing entity established to acquire Peak 10, Inc. In addition,
Moody's has assigned a B2 (LGD3-36%) rating to the proposed $395
million senior secured 1st lien credit facilities and a Caa2
(LGD5-88%) rating to the $130 million senior secured 2nd lien term
loan which will be used to finance the private transaction. The
outlook is stable. Upon completion of the transaction, Moody's
will withdraw the B3 CFR and associated debt ratings from Peak 10,
Inc.

Moody's has taken the following rating actions:

Assignments:

Issuer: GI Peak Merger Sub Corporation

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 36 %)

Senior Secured Bank Credit Facility, Assigned Caa2 (LGD5, 88 %)

Ratings Rationale

Peak 10's B3 corporate family rating reflects its small scale,
high leverage and aggressive financial policy. The rating also
reflects the company's high capital intensity and Moody's concerns
about the risk of price competition developing within the data
center industry. Data center companies have yet to translate their
strong revenue and EBITDA growth into free cash flow as
demonstrated by the relatively flat operating cash flow over the
past several years. These limiting factors are partially offset by
Peak 10's stable base of contracted recurring revenues, its
position in smaller markets with less intense competitive dynamics
and the strong market demand for colocation services.

Proforma for the transaction, Peak 10's leverage will increase to
approximately 7.4x (Moody's adjusted) by year end 2014 before
declining below 7x by year end 2015. Despite the higher debt load,
Moody's expects cash flow to improve by around $10 million each
year with the redemption of the un-rated high coupon mezzanine
notes. Also, based on its 2013 results, Peak 10 has demonstrated
its ability to maintain revenue growth despite lower capital
intensity. Peak 10's B3 corporate family rating is predicated upon
management's commitment to reduce capital intensity such that the
company will achieve positive free cash flow, improved interest
coverage and a self-funding business model by year end 2015.

Moody's expects Peak 10 to have adequate liquidity over the next
twelve months, with approximately $7 million in cash and an
undrawn $65 million revolving credit facility following the
completion of the transaction. Moody's expects free cash flow to
remain negative but Peak 10's cash on hand and revolver should be
sufficient to meet its cash obligations over the next 12-18
months.

The ratings for the debt instruments reflect both the overall
probability of default of Peak 10, to which Moody's has assigned a
probability of default rating (PDR) of B3-PD, and individual loss
given default assessments. The $395 million senior secured 1st
lien credit facilities are rated B2 (LGD3 -36%), one notch higher
than the CFR given the support provided by the company's Caa2
(LGD5-88%) rated $130 million senior secured 2nd lien term loan.

The stable outlook reflects Moody's view that Peak 10 will
continue to produce strong revenue and EBITDA growth and is on
track to transition to positive free cash flow.

While unlikely, Moody's could consider a ratings upgrade if the
company generated free cash flow equal to at least 5% of debt and
leverage were to trend towards 4x (both on a Moody's adjusted
basis). Downward rating pressure could develop if liquidity
becomes strained, if capital intensity does not improve or if
adjusted leverage is not on track to fall below 7x by year end
2015, which may be the result of business deterioration or future
debt-funded acquisitions or dividends.

Headquartered in Charlotte, NC, Peak 10, Inc. ("Peak 10" or the
"company") is a provider of network-neutral data center, cloud and
managed services.


PEAK 10: S&P Affirms 'B' CCR Over Buyout Deal
---------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Charlotte, N.C.-based Peak 10 Holding
Corp.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $395 million first-lien
senior secured credit facilities, which consist of a $330 million
term loan due 2021 and a $65 million revolving credit facility due
2019.  The '3' recovery rating on this debt indicates S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  In addition S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to the proposed $130 million
second-lien term loan due 2021.  The '6' recovery rating on this
debt indicates S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.

The company will use the proceeds of the first- and second-lien
term loans, along with an equity cash consideration of $295
million, to purchase existing Peak 10 equity, refinance all
outstanding debt, and pay transaction fees and expenses.

"The ratings affirmation reflects our expectation that despite the
temporary increase in adjusted leverage to the high-7x area
following the buyout, under S&P's base-case forecast, it believes
the company's adjusted leverage will decline to the low-7x area by
the end of 2014, in line with S&P's leverage thresholds for the
existing 'B' rating," said Standard & Poor's credit analyst
Michael Weinstein.

Under the proposed buyout transaction, Peak 10 will be adding
approximately $40 million in incremental gross debt to its balance
sheet, but will likely improve its coverage and operating cash
flow credit metrics through anticipated savings in cash interest
costs from refinancing its mezzanine debt facility.  S&P also
views the new sponsor owner, GI Partners, as somewhat less likely
to take a debt-financed distribution over the next few years given
GI's track record with past IT infrastructure investments and
likely near term focus on expansion, although S&P notes this could
preclude FOCF generation over the intermediate term.

The stable outlook reflects S&P's belief that the company will
reduce leverage to below 7.5x by the end of 2014 through organic
EBITDA growth, despite generating negative FOCF as the company
continues to invest in additional data center capacity.  Strong
demand for data center colocation space should result in continued
double-digit revenue growth and improvements in overall
profitability, resulting in leverage reduction from EBITDA growth
over the next few years barring a leveraging event such as an
acquisition, major greenfield expansion, or sponsor distribution.

S&P could consider lowering the rating if business conditions
deteriorate resulting in higher churn and pricing pressure,
leading to debt to EBITDA sustained at 7.5x or higher.
Alternatively, if the company issues additional debt for a sponsor
distribution or an investment that does not have as favorable
profit characteristics as its core business, S&P could lower the
rating if it believes leverage will be sustained above 7.5x for an
extended period.

Although highly unlikely over the next year, S&P would consider an
upgrade if the company increased cash generation and reduced
leverage considerably, with FOCF to debt exceeding 5% and debt to
EBITDA declining below 5x.  Given the company's private equity
ownership, an upgrade would also be contingent upon management
demonstrating a financial policy that is consistent with such
improved credit metrics on a sustained basis.


PETROLOGISTICS LP: Moody's Puts 'B1' CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of PetroLogistics
LP's (B1 Corporate Family Rating; CFR) under review for possible
upgrade. The review follows the announcement of the proposed $2.1
billion friendly cash acquisition of PetroLogistics by Flint Hills
Resources, LLC (FHR, A1, stable). The review for upgrade reflects
both PetroLogistics' proposed purchase by FHR and the removal of
the MLP structure as a result of the acquisition, which would
improve liquidity, increase financial flexibility, and enhance
growth prospects.

FHR indicated that it would acquire PetroLogistics' public common
units at an 8% premium to the market price or $14 per unit, while
non-public common units held by Lindsay Goldberg LLC, York Capital
Management, PetroLogistics' Executive Chairman and its President
and Chief Executive Officer will be acquired for $12 per unit. The
transaction is pending regulatory approval and is expected to
close by year end 2014.

"The review for possible upgrade reflects the removal of the MLP
structure as well as the potential that FHR may provide some
support for PetroLogistics' debt," said Moody's Analyst Lori
Harris.

Moody's review of PetroLogistics' ratings will focus on the
capital structure of the company, including any potential support
from FHR. Moody's would expect PetroLogistics CFR to be rated
higher as a result of the dissolution of the variable rate MLP
structure, further upside is possible should FHR support
PetroLogistics debt. Additionally, Moody's will consider the level
of financial and operational disclosure available following a
change in ownership in the review.

PetroLogistics' credit profile is supported by its strong
financial metrics and Moody's expectation that the market for its
main product, propylene, will remain tight in North America
through 2015. Since startup, the company has generated unusually
high cash margins due to low propane prices. However, with the
run-up in propane prices in the first quarter of 2014 and further
increases in propane exports, margins are expected to be lower in
2014. Multi-year contracts with large customers, as well as its
geographic location and ample pipeline connectivity are also
viewed as credit positives. The company's single site location on
the Houston ship channel, its limited operating history and
potential volatility in quarterly earnings are factored into the
rating.

The removal of the MLP structure, which results in nearly all
available cash being returned to unitholders each quarter, would
greatly increase financial flexibility and cash flows to support
debt repayment, future growth, or other corporate purposes.
Moreover, the elimination of the financial constraints imposed by
the MLPs distribution policy, which limited the rating, will
result in the generation of investment grade financial metrics in
the current market environment.

The Speculative Grade Liquidity Rating was affirmed at SGL-2, but
could be upgraded to SGL-1 upon the closing of the transaction
provided that a new credit facility is of similar size.

On Review for Possible Upgrade:

Issuer: PetroLogistics LP

  Corporate Family Rating, Placed on Review for Possible Upgrade,
  currently B1

  Probability of Default Rating, Placed on Review for Possible
  Upgrade, currently B1-PD

  $365 million 7 year Sr. Unsec. Notes, Placed on Review for
  Possible Upgrade, currently B2 (LGD4, 67%)

Outlook Actions:

  Outlooks, Changed To Rating Under Review for Possible Upgrade
  From Stable

Ratings Affirmed:

  Speculative Grade Liquidity Rating -- SGL-2

Ratings Rationale

PetroLogistics LP (PetroLogistics) is a variable distribution
master limited partnership (MLP) headquartered in Houston, TX. The
company owns the largest propane dehydrogenation (PDH) facility in
the world, with a current capacity of 1.4 billion pounds.
Construction on the propane dehydrogenation / propylene production
facility was completed in October 2010, and after a reasonable
start-up period it demonstrated production rates at current
nameplate capacity. Since the company's IPO in May 2012, 63% of
the company's common units are owned Lindsay Goldberg and York
Capital Management, with 26% owned by the public, and the
remainder owned by officers and directors. Revenues for the LTM
ending March 31, 2014 were $769 million.

Flint Hills Resources, LLC (FHR) is engaged in wholesale refining,
petrochemicals, renewable fuels manufacturing (mainly ethanol),
refined products distribution, and lube basestock production, the
latter through a 50% stake in Excel Paralubes. FHR is a wholly-
owned subsidiary of Koch Resources, LLC (KRLLC, Aa3 stable), which
is in turn a wholly-owned subsidiary of privately owned Koch
Industries, Inc. (KII, not rated). FHR is run as an independent
company within KRLLC with its own assets and external liquidity.
Refining was one of Koch's original core businesses and FHR
remains strategically important to KRLLC, contributing about 40%-
60% of its operating earnings and cash flow, subject to industry
cycles.


PETROLOGISTICS LP: S&P Puts 'B' CCR on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior unsecured debt ratings on PetroLogistics L.P. on
CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Flint
Hills Resources LLC has agreed to acquire PetroLogistics," said
Standard & Poor's credit analyst Daniel Krauss.  The acquisition
price is approximately $2.1 billion, including assumed debt.  S&P
expects the transaction to close by the end of 2014, pending
customary approvals.  The ratings of Flint Hills Resources LLC and
of Flint Hills' parent, Koch Resources LLC (AA-/Stable/A-1+), are
not affected by this planned transaction.

The ratings on PetroLogistics reflect its business position as a
manufacturer of on-purpose propylene at a propane dehydrogenation
facility.  Propylene is a cyclical commodity chemical used to make
a wide variety of products, including plastics, paints and
coatings, and fibers.  Demand for propylene tends to grow in
tandem with industrial growth, the housing market, and consumer
spending trends.  S&P characterizes the company's business risk
profile as "vulnerable," reflecting the risks associated with
operating at a single manufacturing site, and considerable
supplier and customer concentration.  The financial risk profile
is currently "aggressive".

S&P will resolve the CreditWatch listing upon completion of the
proposed transaction.  The magnitude of the upgrade for
PetroLogistics will depend on S&P's assessment of the level of
actual and imputed support by the higher rated parent.


PLUG POWER: Widens Net Loss to $75.8-Mil. in First Quarter
----------------------------------------------------------
Plug Power Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $75.85 million on $5.57 million of
total revenue for the three months ended March 31, 2014, as
compared with a net loss attributable to the Company of $8.57
million on $6.44 million of total revenue for the same period last
year.

The Company's balance sheet at March 31, 2014, showed $95.20
million in total assets, $46.85 million in total liabilities,
$2.37 million in redeemable preferred stock and $45.97 million in
total stockholders' equity.

                        Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products.  Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities.  If we are unable to fund our operations, we may be
required to delay, reduce and/or cease our operations and/or seek
bankruptcy protection," the Company said the Report.

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

                        http://is.gd/uCGe1O

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

Plug Power reported a net loss attributable to common shareholders
of $62.79 million on $26.60 million of total revenue for the year
ended Dec. 31, 2013, as compared with a net loss attributable to
common shareholders of $31.86 million on $26.10 million of total
revenue during the prior year.


POLYMER GROUP: Moody's Lowers Corp. Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service has downgraded Polymer Group Inc.'s
("PGI") Corporate Family Rating ("CFR") to B2 from B1. Moody's
downgraded to B2 from B1 the ratings on the company's existing
secured debt, assigned a B2 rating to a new senior secured term
loan that will rank pari passu with existing secured debt, and
assigned a Caa1 to $200 million of senior unsecured notes. These
actions conclude the review for downgrade initiated on January 29,
2014. The rating outlook is stable.

"Acquiring Providencia makes sense strategically, but funding it
with debt results in expected credit metrics suggestive of a
credit profile more consistent with the B2 rating category," said
Ben Nelson, Moody's Assistant Vice President and lead analyst for
Polymer Group, Inc.

The actions:

Issuer: Polymer Group, Inc.

Corporate Family Rating, Downgraded to B2 from B1;

Probability of Default Rating, Downgraded to B2-PD from B1-PD;

$560 million Senior Secured Notes due 2019, Downgraded to B2
(LGD3 44%) from B1;

$295 million Senior Secured Term Loan B due 2019, Downgraded to
B2 (LGD3 44%) from B1;

New $310 million Senior Secured Term Loan B due 2019, Assigned
B2 (LGD3 44%);

New $45 million Delayed Draw Senior Secured Term Loan B due
2019, Assigned B2 (LGD3 44%);

New $200 million Senior Unsecured Notes due 2019, Assigned Caa1
(LGD6 90%);

Speculative Grade Liquidity Rating, Affirmed SGL-2;

Outlook, Stable.

These ratings are subject to Moody's review of the final terms and
conditions of the proposed transaction. In particular, the ratings
assume that the proposed term loan will have the same guarantors
and share the same collateral as the existing notes, including:
(i) guarantees by all material domestic subsidiaries; (ii) a first
lien senior secured position in domestic fixed assets; and (iii) a
second lien secured position on domestic accounts receivables and
inventory behind the $80 million asset-based revolving credit
facility. The ratings also assume that material foreign
subsidiaries will provide a 65% pledge of equity.

Ratings Rationale

The B2 CFR is principally constrained by expectations for credit
measures to remain weak for the rating category at least through
the near-term, ongoing overcapacity in the hygiene segment of the
nonwoven industry, and integration of two significant business
acquisitions that have nearly doubled the size of the company. The
company's scale, geographic diversification, exposure to higher-
growth geographies, recession-resistant demand characteristics in
consumer disposable end markets, and a demonstrated ability to
pass through volatile input costs support the rating. These
factors lend stability to the company's underlying EBITDA
generation compared to many peers in the chemical and
manufacturing industries. Solid liquidity is also an important
factor supporting the rating.

PGI plans to acquire 71.25% of Companhia Providencia Industria e
Comercio for about $230 million (including $47 million of that
will be deferred). The company will be required to launch a tender
offer for the remaining stake, which will add at least an
additional $103 million to the purchase price. PGI would also
assume or refinance about $260 million of debt at Providencia.
Proceeds of a new $310 million senior secured term loan and $200
million senior unsecured notes will fund the majority of initial
purchase price, refinance existing debt, pay fees and expenses,
and place cash on the balance sheet. PGI will enter into a $45
million delayed draw term loan to help fund about $65 million of
debt at Providencia that cannot be refinanced immediately. There
is also a deferred purchase price component of the transaction in
both the initial purchase and subsequent tender offer, with an
expected initial amount of $66 million with a payment-in-kind
feature accreting at 9.5% annually assuming both the initial
purchase and tender offer are successful, that will not be funded
immediately. This would be funded upon resolution of certain tax
claims at Providencia.

Acquiring Providencia, a non-woven producer based in Brazil,
improves scale and increases presence in Latin America. The
company generated about $350 million of revenue and just under $60
million of EBITDA in 2013. Management estimates annualized
synergies in the range of $14-18 million with the majority
realized by the end of 2015. However, the acquisition does
increase exposure to the relatively commoditized hygiene segment
of the nonwoven market and the transaction will be funded entirely
with debt. The Providencia acquisition follows the acquisition of
Fiberweb plc, a nonwoven producer based in the UK, in late 2013.
Acquiring Fiberweb improved scale and expanded PGI's presence into
new specialty product areas such as housewrap. Fiberweb also has a
strong presence in the dryer sheet market. The company generated
over $475 million in revenue and just under $45 million of EBITDA
in 2013. Management estimated annualized synergies in the range of
$36 million. Fiberweb was funded mostly with debt and a small
equity contribution from Blackstone, PGI's private equity sponsor.
On a combined basis, PGI will generate about $2 billion of revenue
on a combined basis with EBITDA approaching $300 million if the
company is able to realize planned synergies. The acquisitions
also help consolidate the relatively commoditized hygiene segment
of the nonwoven industry, which has been struggling with
overcapacity and weak pricing.

Moody's expects the company to achieve at least part of planned
synergies and reduce adjusted financial leverage to below 6 times
by the end of 2015. This calculation incorporates some meaningful
differences from management's calculation including the
capitalization of operating leases, debt attribution for the
underfunded portion of defined benefit pension plans, exclusion of
certain add-backs permitted by the credit agreement, and debt
treatment for the deferred purchase price obligation. Including
these standard analytical adjustments, Moody's estimates pro forma
adjusted financial leverage near 7 times (excluding synergies) and
in the high 5 times (including synergies) for the twelve months
ended March 31, 2014. Moody's expects continued expansionary
capital spending and one-time expenses associated with
acquisitions will drive negative free cash flow generation in 2014
and into 2015, though with some moderation in expansionary capital
spending the company should generate modestly positive free cash
flow in 2015.

The SGL-2 Speculative Grade Liquidity Rating indicates good
liquidity to support operations for at least the next four
quarters. Moody's short-term liquidity assessment is driven by
over $200 million of available cash and credit lines at the
closing of the transaction. Moody's expects about $169 million of
balance sheet cash on a pro forma basis at March 31, 2014. The
cash balance is important considering that the company will launch
a tender offer for the remaining shares of Providencia (estimated
at $80 million in cash excluding deferred component) and will fund
a deferred purchase price component (estimated at $66 million
assuming the tender offer and accreting at 9.5% annually) to
either the sellers or Brazilian tax authorities pending the
resolution of certain tax claims. The deferred purchase price is
not expected to be paid for at least a few years. An $80 million
undrawn asset-based revolving credit facility with about $43
million of availability after considering letters of credit and
borrowing base restrictions provides adequate back-up liquidity.
The credit agreement governing the revolver contains only one
financial maintenance covenant -- a springing fixed charge
coverage ratio test set at 1.05x. Moody's do not expect the
revolver will be drawn or the covenant will be tested for at least
the next several quarters. PGI has some additional availability
under receivables factoring programs.

The stable rating outlook assumes that the company will maintain
good liquidity and achieve sufficient operating synergies to
reduce leverage to below 6 times by the end of 2015. Moody's could
upgrade the rating with expectations for leverage below 5 times,
free cash flow-to-debt of at least 3%, and a commitment to more
conservative financial policies necessary to sustain these
metrics. Moody's could downgrade the rating with expectations for
leverage sustained above 6.5 times, persistently negative free
cash flow, or substantive deterioration in liquidity.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Polymer Group, Inc. produces nonwoven materials sold to consumer
and industrial end markets. These products include disposable
diapers, feminine hygiene products, cleaning wipes, surgical gowns
& drapes, and furniture & bedding. The Blackstone Group acquired
PGI in 2011. PGI acquired Fiberweb plc in late 2013 and is in the
process of acquiring Companhia Providencia Industria e Comercio.
Headquartered in Charlotte, N.C., the company generated revenues
of $1.2 billion (reported) or $2.0 billion (pro forma for Fiberweb
and Providencia) in 2013.


POLYMER GROUP: S&P Assigns 'B-' Rating on $355-Mil. Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
secured debt rating (the same as the corporate credit rating) and
'3' recovery rating to Polymer Group Inc.'s proposed $355 million
term loan maturing in 2019 (or earlier under certain
circumstances).  This loan will be an incremental loan as defined
in Polymer Group's $295 million senior secured credit agreement
dated Dec. 19, 2013.  The '3' recovery rating indicates prospects
for meaningful (50% to 70%) recovery in the event of a payment
default.

At the same time, S&P assigned a 'CCC+' senior unsecured debt
rating (one notch below the corporate credit rating) and '5'
recovery rating to Polymer Group's proposed $200 million senior
notes due 2019.  The '5' recovery rating indicates prospects for
modest (10% to 30%) recovery in the event of a payment default.

In addition, S&P affirmed all its existing ratings on Polymer
Group, including the 'B-' corporate credit rating.  The outlook is
stable.

"The ratings reflect what we deem to be Polymer Group's weak
business risk profile and highly leveraged financial risk
profile," said Standard & Poor's credit analyst Cynthia Werneth.
S&P has selected a 'b-' anchor given the choice of 'b' or 'b-'
based on Polymer Group's higher leverage than most companies with
a 'b' anchor score, especially before it realizes synergies from
the Providencia and Fiberweb acquisitions.  All modifiers are
neutral for the rating.

Polymer Group is a manufacturer of nonwovens with operations on
several continents that is owned by an affiliate of the private-
equity firm the Blackstone Group.  Until recently, the company had
grown primarily through capital expansion, mostly in developing
countries.  However, in November 2013, Polymer Group acquired
U.K.-based Fiberweb PLC and it is now acquiring Providencia.
Assuming Polymer Group acquires 100% of Providencia's stock, the
purchase price (including assumed debt -- most of which Polymer
Group will refinance -- and a deferred portion of the purchase
price that is pending resolution of a Brazilian tax matter, net of
Providencia's cash balance) represents approximately 9x last-12-
months' adjusted EBITDA.

The outlook is stable.  In 2015, which S&P expects to include a
full year of Fiberweb and Providencia's earnings and cash flows
and a majority of the anticipated synergies, S&P expects debt to
EBITDA to be in the low-6x area.  S&P sees the potential for some
strengthening of this ratio thereafter, primarily as a function of
earnings growth.  In order to maintain the stable outlook, S&P
assumes liquidity does not deteriorate to such an extent that the
ratio of sources over uses of liquidity is significantly negative,
even if Polymer Group has to pay the deferred purchase price for
the Providencia acquisition in the next one to two years.

"We could lower the ratings if liquidity deteriorates to the point
where we expect sources over uses to reflect a material deficit
during the next 12 months.  This could occur if Polymer Group has
difficulty integrating the Fiberweb and Providencia acquisitions
and obtaining the related synergies, or it is costlier than
expected to do so.  In addition, we could downgrade the company if
it experiences other operating problems such as a sharp spike in
raw material costs that it cannot pass on to its customers, or if
capital expenditures are significantly higher than projected,
causing debt to EBITDA to be above 7x pro forma for a full year of
operating results from the acquired operations.  We would also
likely lower the rating in the event of another debt-financed
acquisition in the near term," S&P noted.

"We are unlikely to raise the ratings during the next year.  To
consider an upgrade, we would need to be confident that the
Fiberweb and Providencia acquisitions have been well integrated,
liquidity strengthens to adequate, and the combined company has an
earnings and leverage profile that would support a higher rating.
This would include adjusted leverage below 6x and the likelihood
that it would remain there in the face of potential future
acquisitions or capital expansions," S&P said.


PRECISION DRILLING: Moody's Rates New $400MM Unsecured Notes Ba1
----------------------------------------------------------------
Moody's Investor's Services assigned a Ba1 rating to Precision
Drilling Corporation's proposed US$400 million senior unsecured
notes due 2024. Precision's other ratings are unchanged and the
outlook remains stable.

The proceeds of the notes will be used to fund Precision's rig
build program. Precision has committed to build 21 rigs in 2014,
16 of which will be delivered in 2014 and the remainder in 2015.

Assignments:

Issuer: Precision Drilling Corporation

Senior Unsecured Regular Bond/Debenture, Assigned Ba1

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD4, 58 %

Ratings Rationale

Precision's Ba1 Corporate Family Rating (CFR) reflects its
concentration in one market - North America - and the inherent
cyclicality of contract land drilling. The rating also considers
Precision's favorable market position and broad geographic
footprint in the major North American land drilling markets, a
high quality rig fleet, low leverage, and history of conservative
fiscal management. The rating also considers the company's solid
operating margins, the ability to generate strong operating cash
flow, and longstanding customer relationships and contracted rig
position that reduce cash flow volatility. Precision's servicing
and manufacturing businesses, while small, add some diversity to
the revenue mix.

The Ba1 senior unsecured rating is the same as the CFR and
reflects the lower proportion of prior-ranking senior secured debt
in the capital structure (the undrawn US$650 million secured
revolver). This notching is in accordance with Moody's Loss Given
Default (LGD) Methodology. However, any significant permanent
drawings under the revolver would result in a one notch downgrade
of the senior unsecured notes.

Precision's SGL-1 liquidity rating reflects very good liquidity.
Pro forma for the notes offering Precision will have roughly C$500
million of cash and US$625 million available under its C$650
million secured revolving credit facility due June 2019, after
letters of credit. Moody's expect roughly C$500 million of
negative free cash flow through mid-2015, most of it occurring in
the last half of 2014 as it completes its new build program, which
will be funded with cash. Precision should be comfortably in
compliance with its three financial covenants through this period.
Alternative sources of liquidity are limited principally to the
sale of Precision's existing drilling rigs and completion and well
service rigs, which are largely encumbered.

The stable outlook reflects Precision's contracted rig position,
Moody's expectation that its rig utilization will remain favorable
through at least mid-2015, and the company's favorable leverage.

The rating could be upgraded if the company has a contracted rig
position and volume of business that would support a ratio of debt
to EBITDA of no greater than 2.5x and EBIT to interest of at least
5.0x during a down cycle in the rig drilling market. In order to
be upgraded to the investment grade level Moody's would also
expect Precision to have no secured debt in its capital structure.

The rating could be downgraded if leverage increases considerably
from the levels in combination with a prolonged downturn in the
North American onshore drilling market: more specifically, if debt
to EBITDA appears poised to rise above 4.0x.

The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Precision is a Calgary, Alberta-based onshore driller that also
provides well completion and production services to upstream oil
and gas companies in major hydrocarbon basins across North
America.


PRINTPACK INC: UK Operations Sale No Impact on Moody's 'B3' CFR
---------------------------------------------------------------
Printpack Inc, an affiliate of Printpack Holdings, Inc. announced
that it will sell its UK operations to a group formed by the
senior management team in conjunction with the trustees of the
company's pension fun," says Moody's Investors Service.

The sale of the UK operations has no impact on Printpack's B3
corporate family rating, stable outlook, and other instrument
ratings. However, the sale of the operation will eliminate a drag
on free cash flow and allow management to focus on continuing to
improve the company's core operations.

Printpack Holdings, Inc., headquartered in Atlanta, GA, is a
manufacturer of flexible and specialty rigid packaging, supplying
nearly all food and many non-food categories. As of the twelve
months ended December 31, 2013, Printpack generated approximately
$1.4 billion of revenue.


QUANTUM FOODS: Status Conference Set for June 26
------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware will convene a status conference on June 26, 2014, at
3:00 p.m. (ET), on the U.S. Trustee's objection with respect to
the dismissal or conversion of the amended DIP Order.  A hearing
on the U.S. Trustee's objection will be held on July 2 to the
extent the Court determines at the June hearing that the U.S.
Trustee's objection will go forward with respect to the dismissal
or conversion of the Debtors' Chapter 11 cases.

The U.S. Trustee complained that the proposal in the Amended DIP
Order provided different treatment to creditors whose claims
should be treated the same, Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported.  At the U.S. Trustee's
objection, the Court, on May 22, issued a first amended order
amending the Final DIP Order under which the DIP Agent and Lenders
are required to fund a $45,000 advance to be used by the Official
Committee of Unsecured Creditors to fund the Committee's pursuit
of bankruptcy recoveries and, subject to the terms of the Third
DIP Amendment, secured by and repayable to the DIP Lenders out of
the first proceeds of the bankruptcy recoveries.

The first amended order also provides that the DIP Agent and
Lenders will not have any interest in commercial tort claims,
other than commercial tort claims against Raging Bull Acquisition
Company LLC and its affiliates, including without limitation Oak
Tree Capital Management, L.P.; provided, however, that the DIP
Agent and Lenders will be entitled to payment in full of any
amounts owed by any DIP Guarantors.

According to Mr. Rochelle, the recently approved order modifies
the system of priorities in the Bankruptcy Code, with the first
proceeds from the asset sales going to professionals doing the
liquidations.

The first $1 million in lawsuit recoveries will go toward as much
as $8 million in unpaid costs of the Chapter 11 case, Mr. Rochelle
said.  Of proceeds in excess of $1 million, half will go to
Chapter 11 expenses, Mr. Rochelle added.

                     About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


QUANTUM FUEL: Expects to Pay $1 Million in Damages to Iroquois
--------------------------------------------------------------
Iroquois Master Fund Ltd previously filed suit against the
Quantum Fuel Systems Technologies Worldwide, Inc., in the United
States District Court for the Southern District of New York.  In
the Lawsuit, Iroquois asserted that the registered direct offering
the Company completed on May 16, 2013, immediately triggered the
full-ratchet anti-dilution reset provision contained in its
October 2006 Warrant contract and, as a result, the exercise price
of its October 2006 Warrant should have been adjusted to $0.932
per share and the number of shares underlying its October 2006
Warrant proportionately increased.

The Company disputed Iroquois' assertions.  The Company's position
was that:

    (i) the anti-dilution provisions contained in the October 2006
        Warrant were not triggered until Aug. 2, 2013, the date
        that the holder of the warrant issued in the May 2013
        Offering exercised the conditional "Exchange Feature"
        contained in the May 2013 Warrant; and that

   (ii) it had correctly reset the exercise price of the October
        2006 Warrant on Aug. 2, 2013, to $1.5142 and also
        appropriately increased the number of shares underlying
        the October 2006 Warrant on Aug. 2, 2013.

Iroquois asked the Court to award it either (i) monetary damages
(which Iroquois estimated to be approximately $4.1 million as of
Nov. 4, 2013) or (ii) in the alternative, specific performance in
the form of the Company's delivery of a combination of cash,
common stock and/or warrants.  Iroquois also sought interest at 9
percent per annum on any monetary award and recovery of its
attorney's fees if successful.

A bench trial was held on May 20 and 21, 2014.  Although the Court
has not yet issued a final judgment, on May 23, 2014, the Court
issued its findings of fact and conclusions of law.  The Court
concluded that a reset did occur on May 16, 2013, but rejected
Iroquois's position with respect to the appropriate reset price.
The Court concluded that the exercise price of the October 2006
Warrant should have been reset to $1.4284 on May 16, 2013, and
reset again to $1.2488 on Aug. 2, 2013, the date the holder of the
May 2013 Warrant exercised the Exchange Feature contained in the
May 2013 Warrant.

The Court denied Iroquois' request for specific performance
damages since the October 2006 Warrant expired on April 27, 2014,
but did grant Iroquois' request for monetary damages, prejudgment
interest and attorney's fees, subject to further computation and
review of those amounts.  Although the exact amount of monetary
damages remains subject to future rulings and the final judgment
of the Court, and is therefore not known as of the May 27, 2014,
the Company believes the monetary damages could be approximately
$1 million, before interest and attorney's fees.

                        About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss attributable to stockholders of
$23.04 million in 2013, a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.

As of March 31, 2014, the Company had $50.25 million in total
assets, $21.78 million in total liabilities and $34.79 million in
total stockholders' equity.


R.E. HOLDINGS: West Thomas Road Assets to be Sold on July 18
------------------------------------------------------------
Three lot parcels owned by R.E. Holdings, LLC, will be sold to the
highest bidder at a public auction on July 18, 2014, at 10:00
a.m., at the offices of Ryley Carlock & Applewhite in Arizona.

The Property to be sold are located at 2775 West Thomas Road,
Phoenix, Arizona 85009.  It includes an easement access in the
area.

The sale will be conducted to satisfy obligations, in full or in
part, of R.E. Holdings under a Deed of Trust with Western Alliance
Bank, as beneficiary.  The original principal balance is
$1,757,000.

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

Western Alliance Bank's business address is 2701 East Camelback
Road, Suite 110, Phoenix, Arizona 85016.

R.E. Holdings, LLC's business address is 1107 West Sixth Avenue,
Cheyenne, Wyoming 82001.


REPUBLIC OF TEXAS: Presents Amended Bankruptcy Reorganization Plan
------------------------------------------------------------------
Republic of Texas Brands, Inc. on May 28 disclosed that it has
presented an amended Bankruptcy Reorganization Plan and Disclosure
Statement, and the Disclosure Statement, as amended, was accepted
by the Court last week as a viable and shareholder friendly exit
strategy.  The Disclosure Statement has now has been signed off by
the Court and the process will now enter its next stage which is a
confirmation hearing on the Amended Plan which should occur by the
end of June.  Jerry Grisaffi, the CEO, stated, "There are no known
objecting parties to the reorganization plan and we expect the
upcoming confirmation hearing to ratify the plan.  Looking forward
to the emergence of Chapter 11 and RTXB once again being a whole
company the loyal shareholders will certainly benefit by an
Outstanding Share count that will be reduced by 500,000,000 down
to approximately 211,000,000 and we will press forward to reducing
the Authorized Share count back from 5,000,000,000 to 400,000,000.
In addition we have been in search of a new CEO to move Republic
of Texas Brands forward and which we believe will be announced in
the near future."

As of February 13, 2014 the company has changed its business plan
to the distribution of legal hemp based products to be targeted in
the State of Texas and to develop a network of retail sellers so
that the company can develop a firmly established foothold in the
cannabis market place prior to the eventual anticipated
decriminalization of marijuana in Texas.  In addition the company
has also marketed products via Amazon.com to achieve a national
sales presence and to reinforce to the general public the strength
and resolve of Republic of Texas Brands.

Upon the completion of the company's reorganization through the
amended Plan being confirmed, the acquisition with CHILL Texas
will be finalized.

           About Republic of Texas Brands Incorporated

Republic of Texas Brands Incorporated's mission is to find the
premier cannabis and hemp industry innovators, leveraging its team
of professionals to source, evaluate and purchase value-added
companies and products, while allowing them to keep their
integrity and entrepreneurial spirit.

The company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex. Case No. 13-bk-36434) on Dec. 17, 2013.  The company
estimated assets of $0 to $50,000 and liabilities of $500,001 to
$1 million.  Judge Barbara J. Houser presides over the case.

The Debtor is represented by:

         Eric A. Liepins
         ERIC A. LIEPINS, P.C.
         12770 Coit Rd., Suite 1100
         Dallas, TX 75251
         Tel: (972) 991-5591
         E-mail: eric@ealpc.com


RICEBRAN TECHNOLOGIES: Incurs $1.8-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
RiceBran Technologies filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company's shareholders of $1.86 million on
$7.68 million of revenues for the three months ended March 31,
2014, as compared with a net loss attributable to the Company's
shareholders of $5.81 million on $8.70 million of revenues for the
same period last year.

As of March 31, 2014, the Company had $52.66 million in total
assets, $40.78 million in total liabilities, $6.42 million in
temporary equity and $5.44 million in total equity attributable to
the Company shareholders.

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

                        http://is.gd/JkqbIp

                            About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


RIVER ROCK: Fails to Make Scheduled Interest Payment on Notes
-------------------------------------------------------------
The River Rock Entertainment Authority, an unincorporated
governmental instrumentality of the Dry Creek Rancheria Band of
Pomo Indians of California, a federally recognized Indian tribe,
on May 28 disclosed that it will not make the interest payment on
the Authority's outstanding 9% Series A Senior Notes due 2018 and
8% Series B Tax-Exempt Senior Notes due 2018 scheduled to be made
on May 1, 2014.

"Although the scheduled interest payment will not be made, we want
to assure our customers, vendors and employees that we are
generating sufficient funds to operate our business and provide
the excellent customer service that our patrons expect.  Our
immediate focus is identifying cost savings opportunities to
adjust to the challenges of our new competitive environment," said
David Fendrick, Chief Executive Officer and General Manager of the
River Rock Casino.

The failure to make the interest payment by May 30, 2014 will be
an event of default under the Senior Notes Indenture.  Following
the occurrence of an event of default, a Waterfall Period under
the Waterfall Agreement, dated as of December 21, 2011, among the
Authority, the Tribe and Deutsche Bank Trust Company Americas, as
the Trustee, the Subordinated Notes Trustee, the Collateral
Trustee and the Depository, will commence and the Authority's cash
flow will become subject to the terms of the Waterfall Agreement.
The Waterfall Agreement was entered into as part of the exchange
offer and consent solicitation for the Senior Notes.  The
Waterfall Agreement was attached as Exhibit 10.2 to the
Authority's annual report for year ended December 31, 2011.

The Authority has retained the law firm Holland & Knight LLP as
its legal advisor and will use Stuyvesant Square Advisors, Inc. as
its financial advisor.

             About River Rock Entertainment Authority

The Authority is a Tribal governmental instrumentality of the Dry
Creek Rancheria Band of Pomo Indians, a federally recognized self-
governing Indian tribe.  The Tribe has approximately 1,039
enrolled members and 93-acres of trust land in Sonoma County,
California.


RUSSELL HOLDINGS: Casa Granda Lot to be Auctioned Off on July 18
----------------------------------------------------------------
Lot parcels owned by Russell Holdings LLC will be sold to the
highest bidder at a public action on July 18, 2014 at 10:00 a.m.

The sale will take place at 971 Jason Lopez Circle, Bldg. A,
Florence, Arizona 85232.

The Property is located at 60 N. Casa Grande Avenue, Casa Grande,
Arizona 85222.  The sale will include some or all of personal
property, fixtures and other collateral Russell put up in a 2010
Deed of Trust with Great Western Bank, as beneficiary.

The sale will be made to pay for Russell Holdings' obligations
secured by the Deed of Trust in whole or in part.  The original
principal balance under the Deed of Trust is $93,791.

The Beneficiary's address is:

          Great Western Bank
          1300 East Florence Boulevard
          P.O. Box 12066
          Casa Grande, Arizona 85130-0559

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


RYMAN HOSPITALITY: S&P Affirms 'B+' CCR & Rates $400 Loan 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Nashville, Tenn.-based Ryman Hospitality
Properties Inc.  The outlook is stable.

At the same time, S&P assigned Ryman's proposed $400 million term
loan B due 2021 its 'BB' issue-level rating, with a recovery
rating of '1', indicating S&P's expectation for very high recovery
for lenders in the event of a payment default.  RHP Hotel
Properties LP will be the issuer of the debt.

The company expects to use the proceeds from the proposed term
loan to repay outstanding borrowings under its revolving current
credit facility and to add cash to the balance sheet.  This is in
anticipation of the repayment of its 3.75% convertible senior
notes due October 2014 and settlement of related warrant
transactions.

S&P's ratings on Ryman reflect its limited asset diversity and
small hotel portfolio, as well as the cyclicality in the lodging
industry.  S&P's ratings also reflect its expectation for an
improving ratio of funds from operations (FFO) to debt to about
14% in 2014 and about 15% in 2015.

"We expect operating performance to be strong in 2014, which will
allow Ryman, over time, to reduce the leverage that this
transaction adds," said Standard & Poor's credit analyst Shivani
Sood.


SCHUYLKILL RAIL CAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     Schuylkill Rail Car, Inc.                    14-02477
     1058 Pennsylvania Avenue
     Harrisburg, PA 17111

     D&D Railcar, Inc.                            14-02478
     840 East Chocolate Avenue
     Hershey, PA 17033

Chapter 11 Petition Date: May 28, 2014

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Robert N Opel II

Debtors' Counsel: Lawrence V. Young, Esq.
                  CGA LAW FIRM
                  135 North George Street
                  York, PA 17401
                  Tel: 717 848-4900
                  Fax: 717 843-9039
                  Email: lyoung@cgalaw.com
                         hlocke@cgalaw.com

                                          Estimated   Estimated
                                           Assets    Liabilities
                                        ------------ -----------
Schuylkill Rail                         $1MM-$10MM   $1MM-$10MM
D&D Railcar, Inc.                       $1MM-$10MM   $1MM-$10MM

The petitions were signed by David R. Gamble, president of
Schuylkill Rail.

A list of Schuylkill Rail's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pamb14-02477.pdf

A list of D&D Railcar, Inc. 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pamb14-02478.pdf


SEVEN ARTS: First Quarter Form 10-Q Delayed
-------------------------------------------
Seven Arts Entertainment Inc. was unable to timely file its
quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2014, due to a delay in completing the financial
statements required to be included therein, and the review
procedures related thereto, which delay could not be eliminated by
the Company without unreasonable effort and expense.  In
accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company said it will file the Form 10-Q for the quarter
ended March 31, 2014, no later than the fifth calendar date
following the prescribed due date.

                          About Seven Arts

Los Angeles-based Seven Arts Entertainment, Inc. (OTC QB: SAPX)
was founded in 2002 as an independent motion picture production
and distribution company engaged in the development, acquisition,
financing, production and licensing of theatrical motion pictures
for exhibition in domestic (i.e., the United States and Canada)
and foreign theatrical markets, and for subsequent worldwide
release in other forms of media, including home video and pay and
free television.

The Company reported a net loss of $22.4 million on $1.5 million
of total revenue for the fiscal year ended June 30, 2013, compared
with a net loss of $11.2 million on $4.1 million of total revenue
for the fiscal year ended June 30, 2012.

The Hall Group, CPAs, in Dallas, Texas, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended June 30, 2013,
citing the Company's recurring losses from operations and net
capital deficiency.

As of Sept. 30, 2013, the Company had $15.58 million in total
assets, $23.93 million in total liabilities and a $8.35 million
total shareholders' deficit.


SHASHTRIJI INC: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shashtriji, Inc.
           fdba Super 8 Hotel
           fdba Knights Inn
           dba American Inn
        1950 E. Napier Avenue
        Benton Harbor, MI 49022

Case No.: 14-03306

Chapter 11 Petition Date: May 9, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. Scott W. Dales

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N. Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406
                  Email: kc@esoft-legal.com

                     - and -

                  Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

Total Assets: $1.22 million

Total Liabilities: $1.73 million

The petition was signed by Pramodkumar Patel, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb14-03306.pdf


SIFCO SA: Hearing on Brazilian Proceeding Adjourned to Aug. 6
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned to Aug. 6, 2014, the hearing on the petition for
recognition of the foreign main proceeding filed by William Heuer
on behalf of SIFCO S.A.  Objections, if any, are due July 30.

As reported in the Troubled Company Reporter on April 29, 2014,
axle-supplier SIFCO SA commenced restructuring proceedings in
Brazil and has asked the bankruptcy court in the U.S. to recognize
the Brazilian proceedings.

Rubens Leite, the foreign representative, explained in documents
that over the course of the past few years, SIFCO, like many other
entities in a variety of industries throughout the world, has
faced significant challenges.  The worldwide recession that has
taken hold since 2007 has created an environment of economic
distress for companies and individuals alike, and that environment
has impacted SIFCO's operations and sales. In addition, SIFCO's
operations were impacted over 2012-13 by an unexpected slowdown of
the truck market where sales volume fell by 36%. Trucks constitute
SIFCO's main market, accounting for 72% of sales in 2011.

As a result, SIFCO faces financial and operational hurdles that
made it prudent for SIFCO to seek relief under the Brazilian
Restructuring Law in order to preserve its value as a going
concern and maximize the value of its assets for the benefit of
all creditors.

SIFCO shareholders authorized the commencement of the Brazilian
Proceeding, and on April 18, 2014, authorized the commencement of
a Chapter 15 proceeding in the U.S. SIFCO also empowered Rubens
Leite to act as SIFCO's foreign representative for the U.S.
proceeding.

SIFCO initiated the Brazilian Proceeding pursuant to the
provisions of Brazilian Restructuring Law, the recuperacao
judicial, Federal Law No. 11,101 of February 9, 2005, by
submitting a voluntary petition to the Brazilian Court.

The restructuring contemplated to be undertaken in the Brazilian
Proceeding will achieve a significant restructuring of SIFCO's
business, according to Mr. Leite.  "SIFCO anticipates that it will
emerge from this restructuring process a stronger, more
competitive company, and believes that the benefits to be gained
from the restructuring process will enable SIFCO to remain a
premier supplier of forged and precision machine parts for the
global truck and bus manufacturing industry."

Pending development and approval of a restructuring plan by the
Brazilian Court, SIFCO requires the protection afforded to foreign
debtors pursuant to Chapter 15 of the Bankruptcy Code in order to
protect its valuable assets in the United States.  For example,
SIFCO has interests in a certain collateral account maintained by

The Bank of New York Mellon in New York, as well as rights under
an exclusive supply contract with Westport Axle Corp. covering
100% of Westport's requirements for certain automotive products
sold in the United States.

Mr. Leite is asking the Court to recognize the Brazilian
proceeding as "foreign main proceeding."

Pending the Court's consideration of the motion, Mr. Leite has
filed an application with the U.S. Court for:

   a. immediate entry of an order to show cause with a temporary
      restraining order;

   b. after notice and a hearing, a preliminary injunction order
      that will remain in place pending the Court's consideration
      of the request for entry of an order recognizing the
      Brazilian Proceeding as a "foreign main proceeding"; and

   c. scheduling of a hearing on the application and request for
      a preliminary injunction at the earliest possible time,
      but in no event prior to the date that the Court sets
      for the expiration of the temporary restraining order that
      is requested by this application.

                          About SIFCO SA

Brazilian company SIFCO SA began its operations in 1958, and today
it believes that it is the sole producer and supplier of front
axles and I-beams for trucks and buses in South America.  SIFCO's
management and engineers are located outside S?o Paulo, Brazil in
the City of Jundiai, Brazil, where it also maintains manufacturing
and foundry facilities.

In the 1960s, SIFCO was dedicated to supplying the then-recently
created domestic Brazilian automotive industry. Eventually, SIFCO
began producing high technology forging components in compliance
with the most comprehensive requirements of several automotive
industry segments, such as tractors and agricultural machines,
among others.

SIFCO commenced a bankruptcy restructuring in Brazil on April 22,
2014.  A day later, on April 23, it filed a Chapter 15 petition in
U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in
Manhattan, New York.

SIFCO distributes products in the U.S. through Westport Axle
Corp., which was a subsidiary until it was sold in late 2013.  The
petition shows assets of less than $500 million and debt exceeding
$500 million.  SIFCO has $75 million outstanding on senior secured
notes with Bank of New York Mellon Corp. as agent.

SIFCO is owned by Sifco Metals Participacoes S.A. which is a
privately owned company.

SIFCO is represented in the U.S. proceedings by Duane Morris LLP,
in New York.


SKY VENTURES: Files Chapter 11 to Sell Pizza Hut Outlets
--------------------------------------------------------
KSTP.com's Cassie Hart reported that Sky Ventures, the owner of
Minnesota Taco Bell and Pizza Hut restaurants, filed for Chapter
11 bankruptcy this month.  The report said Sky Ventures plans to
sell more of its Pizza Huts.  The plan still needs court approval.
The company had already sold 54 restaurants to a Texas company at
the end of last year.  It's unclear which of the remaining 16
locations in Minnesota, Iowa and Wisconsin will be impacted, the
report said.


SKY VENTURES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sky Ventures, LLC
        5425 Boone Ave. N
        New Hope, MN 55428

Case No.: 14-42107

Chapter 11 Petition Date: May 14, 2014

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Michael E Ridgway

Debtor's Counsel: Daniel C. Beck, Esq.
                  Jacob B. Sellers, Esq.
                  WINTHROP & WEINSTINE PA
                  225 S 6th Street, Suite 3500
                  Minneapolis, MN 55402-4629
                  Tel: 612-604-6738
                  Email: dbeck@winthrop.com
                         jsellers@winthrop.com

                       - and -

                  Greta M Brouphy, Esq.
                  Leslie A Collins, Esq.
                  Douglas S Draper, Esq.
                  HELLER DRAPER PATRICK & HORN LLC
                  650 Poydras ST STE 2500
                  New Orleans, LA 70130
                  Tel: 504-299-3300

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Barry M. Zelickson, senior vice
president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb14-42107.pdf


SOPAK ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sopak Enterprises, LLC
        1976 S Orange Blossom Trail
        Apopka, FL 32703-7758

Case No.: 14-bk-05663

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bknotice@lseblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rajiv Kapur, manager.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-05663.pdf


SPENDSMART PAYMENTS: Reports $3.3-Mil. Net Loss in March 31 Qtr.
----------------------------------------------------------------
The SpendSmart Payments Company filed with the U.S. Securities and
Exchange Commission its quarterly report disclosing a net loss and
comprehensive loss of $3.30 million on $888,558 of total revenues
for the three months ended March 31, 2014, as compared with a net
loss and comprehensive loss of $4.58 million on $298,686 of total
revenues for the same period last year.

For the six months ended March 31, 2014, the Company reported a
net loss and comprehensive loss of $5.22 million on $1.11 million
of total revenues as compared with a net loss and comprehensive
loss of $5 million on $546,182 of total revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $14.68
million in total assets, $2.44 million in total liabilities and
$12.24 million in total stockholders' equity.

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

                        http://is.gd/mDigqH

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


SPIRE CORP: Incurs $3.1 Million Net Loss in First Quarter
---------------------------------------------------------
Spire Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss attributable
to common stockholders of $3.12 million on $4.08 million of total
net sales and revenues for the three months ended March 31, 2014,
as compared with a net loss attributable to common stockholders of
$2.62 million on $3.23 million of total net sales and revenues for
the same period a year ago.

The Company's balance sheet at March 31, 2014, showed $13.72
million in total assets, $16.76 million in total liabilities and a
$3.03 million total stockholders' deficit.

Our credit facilities with Silicon Valley Bank expired on April
30, 2014, which could have a material adverse effect on our
operations and liquidity.

"Our credit facilities with Silicon Valley Bank expired on
April 30, 2014 and will not be renewed.  We are seeking to obtain
alternative financing in order to help finance our operations.  No
assurance can be given that we will be able to obtain any
alternative financing.  Further, any new financing arrangement may
not be on terms favorable to us.  Failure to obtain alternative
financing could have a material adverse effect on our operations
and liquidity," the Company stated in the Form 10-Q Report.

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

                         http://is.gd/ATDapY

                           About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.


SPIRE CORP: Number of Directors Fixed at Seven
----------------------------------------------
Spire Corporation held a special meeting in lieu of annual meeting
of stockholders on May 20, 2014.  At the meeting, the proposal to
fix the number of directors to seven was approved.  Udo Henseler,
David R. Lipinski, Mark C. Little, Roger G. Little, Michael J.
Magliochetti, and Roger W. Redmond were elected to the Board of
Directors, leaving one vacancy, to hold office until the 2015
annual meeting of stockholders.  The stockholders ratified the
selection of McGladrey LLP to act as the Company's independent
registered public accountants for the fiscal year ending Dec. 31,
2014.

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.  The Company's
balance sheet at Dec. 31, 2013, showed $16.06 million in total
assets, $16.78 million in total liabilities and a $713,000 total
stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.


STELLAR BIOTECHNOLOGIES: To Present at Two Upcoming Conferences
---------------------------------------------------------------
Stellar Biotechnologies, Inc.'s executives are scheduled to
present at two upcoming conferences.

   * Marcum MicroCap Conference at the Grand Hyatt in New York
     City on May 29, 2014, @ 2:00 PM EST (11:00 AM PST)

   * Stansberry & Associates Investment Research Conference at the
     AT&T Performing Arts Center, Dallas, TX on May 31, 2014

Frank Oakes, president and CEO of Stellar Biotechnologies, will
present at both events and members of Stellar's executive team
will be available for one-on-one meetings.  A link to the Marcum
conference webcast will be available in the Investor Relations
section of the Company's Web site at:

      http://ir.stellarbiotechnologies.com/events-calendar

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.  The Company's
balance sheet at Nov. 30, 2013, showed $17.44 million in total
assets, $9.03 million in total liabilities and $8.40 million in
total shareholders' equity.


TEMPLE UNIVERSITY: Fitch Affirms 'BB+' Rating on 4 Bond Series
--------------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' rating on the following
series of bonds issued by the Hospital and Higher Education
Facilities Authority of Philadelphia on behalf of Temple
University Health System (Temple):

-- $308.7 series 2012A and B;
-- $210.8 series 2007 A and B.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross revenues of the
obligated group, mortgages on certain properties of the obligated
group, and a debt service reserve fund.  The obligated group
represented approximately 93% of the assets and 100% of the
revenues of the consolidated system in fiscal 2013.  Fitch reports
on the performance of the consolidated system.

KEY RATING DRIVERS

PERSISTENT OPERATING LOSSES: Temple ended fiscal 2013 (year-end
June 30) with an operating loss of $25.5 million, slightly higher
than the prior year operating loss of $22.2 million, equal to a
negative operating margin of 1.9% and a thin operating EBITDA
margin of 3.9%.  For the nine-month interim period ended March 31,
2014, the system recorded an operating loss of $42.7 million,
which does not, however, include certain year end items that could
potentially reduce the loss to $31 million.

LOWER THAN ANTICIPATED VOLUMES: The major driver for the sizeable
operating loss are the significantly lower than anticipated
inpatient volumes.  While the system has been successful in its
strategy to attract higher acuity patients to Temple University
Hospital (transplant and tertiary cases were significantly ahead
of budget), the total discharges were 8% below budget through the
third quarter of 2014 with inpatient volumes at Jeanes and Fox
Chase significantly below expectations.

ESSENTIALITY OF INSTITUTION: Temple University Hospital (TUH),
Temple's flagship facility, serves both as a provider of high-end
tertiary and quaternary services and as a de facto safety net
hospital.  As such, Fitch believes its continued viability is of
critical importance to the greater Philadelphia market, which has
been reflected in the significant state and local support provided
through various supplementary revenues.  Management has been
working closely with the city and the state and is fairly
optimistic that supplemental payments for this fiscal year will be
close to the amounts received in the prior year.

SLIM COVERAGE: The system's coverage of maximum annual debt
service (MADS) of $38.9 million by EBITDA was 1.8x in fiscal 2013
and was only 1x through the interim period.  However, management
anticipates that based on the performance of the recent two months
and the expectation of additional supplemental funds to be
appropriated, the system would meet its required rate covenant
coverage of annual debt service (ADS) of $31.2 million for the
2014 fiscal year by 1.5x by fiscal year end, which Fitch believes
is feasible contingent on the supplemental funds receipt.  A
violation of the 1.10x rate covenant requires engagement of a
consultant call-in and failure to meet 1.0x ADS coverage is an
event of default.  Partially offsetting the slim coverage is its
manageable debt burden, with MADS representing 2.9% of revenues,
and an all fixed debt structure.

MODEST LIQUIDITY: Despite the subpar operating results, Temple's
unrestricted cash and investments have declined only slightly,
with $312.6 million at March 31, 2014 translating to 84 days cash
on hand (DCOH), cushion ratio of 8x and cash equal to 59% of debt.
Liquidity could improve to approximately $320-$340 million.

RATING SENSITIVITIES

NEED TO IMPROVE OPERATING PERFORMANCE: Inability to reduce the
large losses over the next 12-24 months, particularly at the
Jeanes and Fox Chase divisions, leading to continued slim coverage
or a material decline in liquidity would likely result in downward
rating pressure.

CREDIT PROFILE

Temple is a Philadelphia based health care system, whose flagship
is TUH, a 714-bed teaching hospital located on the campus of
Temple University in North Philadelphia, which also includes the
Temple University School of Medicine, as well as other research
and educational facilities.  Temple also owns and operates Jeanes
Hospital (Jeanes), a 176-licensed bed community hospital located
in a residential area in Northeast Philadelphia and the adjoining
100-bed American Oncologic Hospital d/b/a Fox Chase Cancer Center,
one of only 41 National Cancer Institute designated Comprehensive
Cancer Centers in the nation. Temple reported $1.3 billion
revenues in fiscal 2013.

LOWER THAN ANTICIPATED VOLUMES

The strategy to recruit physicians to TUH has been successful, a
total of 47 key physicians have been recruited, with some notable
recruitments to head TUH's transplant program.  The number of
transplants was 50% higher than last year and 25% ahead of budget
through the third quarter of the current fiscal year and TUH
acuity increased as reflected in case mix index (CMI) of 1.73 as
compared to 1.60 in 2012.  Similarly, volumes in several specialty
area, such as cardiology, cardio thoracic and urology services,
which attracts better paying patients from a wider geography have
improved.  However, overall system discharges were 5% lower as
compared to the prior year and 8% below budget reflecting the
overall decline in volumes in the greater Philadelphia area.
Inpatient volume declines were particularly significant at Jeanes
and Fox Chase, leading to large operating losses at those two
affiliates.  The permanent appointment of Dr. Fisher as the Fox
Chase CEO is seen as a positive step in rebuilding the physician
staff, which is critical to the institution heavily reliant on the
on ability to attract grant revenues in support of its research
operations and should over time lead to increased volumes.
However, the strategy to leverage the suburban location of Fox
Chase with its more favorable payor mix, thus leading to better
operating performance, has not yet been realized.

PERSISTENT OPERATING LOSSES

The improvement in operating results based on Temple's strategy to
attract high caliber physicians to TUH and leverage the more
favorable payor mix at Jeanes and Fox Chase is taking considerably
longer than was initially anticipated.  Temple recorded an
operating loss of $25.5 million in fiscal 2013, which was the
first full year's performance that included the results Fox Chase.
Through the third quarter of fiscal 2014, the system reported an
operating loss of $42.7 million.  As was the case for the same
period of the prior year, which had a loss of $53.3 million, the
operating loss through the third quarter of the current fiscal
year reflects a delay in the authorization in the anticipated
amount of supplemental funding, but for the 2014 interim period
even more significantly the much lower than budgeted volumes.
Management has focused on expense control which is reflected by
limiting expense growth to 1.2% through the nine month interim
period despite revenues being up 2.4%.  While Temple has been able
to control costs through limited layoffs and attrition, Fitch
believes labor cost reductions are limited by the strong union
representation at TUH.  Further, profitability improvement is
contingent on revenue growth in clinical services at Fox Chase and
Jeannes Hospital.  Management projects to end the fiscal year with
operating loss of $35-36 million, before reducing the operating
loss to under $10 million by fiscal 2015, mainly by cutting
expenses at Jeanes and Fox Chase.

ESSENTIALITY OF INSTITUTION

The need for supplementary payments is essential to address the
organization's position as a 'safety net provider' to inner city
Philadelphia.  The support in fiscal 2013 was stable, with
supplemental payments totaling approximately $130 million.
Management is working closely with the governor's office and
believes that the remaining funds to bring fiscal year 2014 up to
the fiscal 2013 level are likely to be appropriated in fiscal
2014.  Including the benefit of the supplementary payments,
management projects that the corporation will end fiscal 2014 with
an operating loss of approximately $35-36 million and a net loss
of $25 million.  Management is budgeting an operating loss of
$10million in fiscal 2015 through stringent expense control
initiatives at Jeanes and Fox Chase and a stable level of and
supplemental payments.

DISCLOSURE

Temple covenants to provide timely annual quarterly financial and
operating data to MSRB's EMMA system.


THOMPSON CREEK: Appoints Anne Giardini as New Board Member
----------------------------------------------------------
Thompson Creek Metals Company Inc. appointed Anne Giardini to its
Board of Directors, effective May 26, 2014.

Ms. Giardini is the president of Weyerhaeuser Company Limited, the
Canadian subsidiary of Weyerhaeuser Company, an international
forest products company listed on the New York Stock Exchange.
She joined Weyerhaeuser Ltd. in 1994 and served as its assistant
general counsel and then its vice president and general counsel
prior to her appointment as president in 2008.  Ms. Giardini
currently oversees Weyerhaeuser Ltd.'s Canadian operations and
works closely with senior management of Weyerhaeuser in the U.S.
and Canada on various corporate, legal, policy, and strategic
matters.  Ms. Giardini's experience includes chairing and serving
on the boards of various organizations and industry groups,
including the Board of Governors, Simon Fraser University, the
Vancouver Board of Trade, and the Forest Products Association of
Canada Aboriginal Relations Committee.  She has been recognized
extensively for her leadership and achievements in business and
law, and she was a member of the Federal Advisory Council for
Promoting Women on Boards in 2013.  Ms. Giardini holds an L.L.M.
from Trinity Hall, University of Cambridge, an L.L.B. from the
University of British Columbia, and a B.A. from Simon Fraser
University.

Timothy Haddon, Chairman of the Board of Thompson Creek, stated,
"I am pleased to welcome Anne Giardini to our Board of Directors
and look forward to her guidance and counsel.  She has vast
experience that will be an asset to our Company."

As compensation for her service on the Board and the EH&S
Committee, Ms. Giardini will receive the Company's standard
compensation for non-employee directors.  There are no
understandings or arrangements between Ms. Giardini and any other
person pursuant to which she was selected as a director.  The
Board considered the independence of Ms. Giardini under the NYSE
listing rules and applicable Canadian requirements and concluded
that she is independent under those rules and requirements.

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

As of March 31, 2014, the Company had $2.98 billion in total
assets, $1.96 billion in total liabilities and $1.02 billion in
shareholder's equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TMT GROUP: Court Okays Amendment of DIP Financing Final Order
-------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas entered on May 14, 2014, an agreed
order amending, at the behest of TMT Procurement Corporation, et
al., the final order authorizing the post-petition secured
financing to B Max Corporation.

On March 10, 2014, the Court entered the final order authorizing
post-petition secured financing to B Max.  The order contemplated
that the B Max DIP Lender would finance a settlement by B Max with
an entity, the cargo claimant, that had arrested the Vessel in
Fangcheng Port, China.  B Max has reached a settlement with the
Cargo Claimant and, together with the B Max DIP Lender, the
Committee, and the existing DIP Lender, B Max seeks to amend the
terms of the B Max DIP court order.  The amendments are intended
to allow the relevant parties to effectuate the Cargo Settlement
and to consummate the other transactions contemplated by the B Max
DIP order.

The B Max DIP court order contemplated that the B Max DIP lender
would finance a settlement by B Max with an entity that had
arrested the vessel in Fangcheng Port, pursuant to a court order
issued by the Behai Maritime Court (China) over a dispute
concerning the condition of certain cargo shipped on behalf of the
Cargo Claimant by B Max and that the settlement would permit the
release of the vessel from arrest and the Chinese Admiralty
proceeding.  B Max has now reached a settlement with the Cargo
Claimant.

The B Max DIP lender may, at its sole discretion and due to the
occurrence of one or more termination events or events of default,
terminate any and all of its obligations under the B Max DIP
order, including without limitation, to provide the B Max DIP
facility.  The existing DIP lender has acknowledged that it
doesn't object to the B Max DIP order.

The B Max DIP lender, B Max, the Official Committee of Unsecured
Creditors, and the existing DIP lender want to amend the terms of
the B Max DIP order to, among other things, effectuate the cargo
settlement and to consummate the other transactions contemplated
by the B Max DIP order.

The Parties agree, and the Court orders that the outside date for
the occurrence of the Effective Date is extended to May 30, 2014.
Upon occurrence of the Effective Date, B Max will be deemed to
have submitted a funding request in an amount necessary to
(i) satisfy the cargo settlement; (ii) pay for any necessary
bunkers and port charges, and (iii) make the existing DIP lender
repayment; the funds will be provided to B Max and B Max's Chinese
counsel.  At any time after the making of the existing DIP
repayment, B Max will be entitled to draw the remainder of the
initial amount subsequent amount in accordance with the terms of
the B Max DIP order.  If the settlement agreement terminates in
accordance with its terms and the vessel is not released from
arrest, an event of default under the B Max DIP order will occur.

A copy of the Agreed Order is available for free at:

    http://bankrupt.com/misc/TMTUSA_1553_1501_financingord.pdf

        Non-Occurrence of Handies Plan Effective Date

Jason G. Cohen, Esq., at Bracewell & Giuliani LLP, the attorney
for debtors A Handy Corporation, B Handy Corporation, and C
Handy Corporation, filed with the Court on April 25, 2014, a
notice of non-occurrence of effective date and resultant
termination of the Plan.

The Designee, on behalf of the Handies Debtors, has determined in
his reasonable judgment that one or more of the conditions
precedent to the occurrence of the Effective Date cannot be met
and have not been waived.  As a result, the Confirmation Order is
deemed vacated, the Handies Plan is null and void in all respects,
and no distributions will be made under the Handies
Plan.  The Order Regarding Disposition of F3-VTG Shares in
Conjunction with the Confirmation of the Plan is deemed null and
void in all respects and Debtors' counsel will promptly return to
the Clerk of Court the F3-VTG Shares.

On April 8, 2014, the Court entered an order confirming the Plan.
As reported by the Troubled Company Reporter on April 9, 2014,
Eric Martin, writing for TradeWindsNews.com, reported that the
court-approved plan will see Nobu Su sell down some of his stake
in Vantage Drilling Company to help pay off a defaulted $20.2
million loan owed by Today Makes Tomorrow.  The sales are aimed at
meeting a series of payments to close the so-called debtor-in-
possession financing from Macquarie Bank.

On April 9, 2014, Vantage filed a notice of appeal of the court
order regarding disposition of F3-VTG Shares in conjunction with
the confirmation of the Plan.  With the non-occurrence of
Effective Date, Vantage's appeal of the share pledge order is now
moot.

The Court denied on April 16, 2014, Vantage's motions seeking
(i) a stay pending appeal of the March 28, 2014 court order
regarding the DIP loan and the Nov. 7, 2013 final order
authorizing post-petition secured financing; and (ii) a stay of
the Court's  April 8, 2014 share pledge order which authorizes the
granting of a lien in favor of the plan sponsor, CarVal, as a
?disposition? of the F3-VTG Shares in the registry of the Court to
secure an exit facility in connection with the confirmation of the
Plan, pending Vantage's appeal of that order.  The Debtors
objected to both stay motions.  Copies of the stay motions are
available for free at:

      http://bankrupt.com/misc/TMTUSA_1391_1354_stay.pdf
      http://bankrupt.com/misc/TMTUSA_1325_vantage_stay.pdf

The Official Committee of Unsecured Creditors, in a court filing
dated April 22, 2014, supported the Debtor's motion, in connection
with, among other things, enforcement of the final DIP order, for
entry of order for release of escrowed Vantage shares, removal of
legends from escrowed Vantage shares and deeming the shares to be
held in custodia legis pending sale or further court order.

On April 24, 2014, the Court entered an order enforcing the final
DIP order.  A copy of the order is available for free at:

    http://bankrupt.com/misc/TMTUSA_1442_1418_financingord.pdf

Vantage is represented by:

      Fulbright & Jaworski LLP
      William R. Greendyke, Esq.
      R. Andrew Black, Esq.
      Jason L. Boland, Esq.
      Bob B. Bruner, Esq.
      Fulbright Tower
      1301 McKinney, Suite 5100
      Houston, TX 77010-3095
      Tel: (713) 651-5151
      Fax: (713) 651-5246
      E-mail: william.greendyke@nortonrosefulbright.com
              andrew.black@nortonrosefulbright.com
              jason.boland@nortonrosefulbright.com
              bob.bruner@nortonrosefulbright.com

              and

      Gibbs & Bruns, LLP
      Robin C. Gibbs, Esq.
      1100 Louisiana, Suite 5300
      Houston, TX 77002
      Tel: (713) 650-8805
      Fax: (713) 750-0903
      E-mail: rgibbs@gibbsbruns.com

              and

      Martinez Partners LLP
      Vidal G. Martinez, Esq.
      One Riverway, Suite 1700
      Houston, TX 77056
      Tel: (713) 300-3850
      Fax: (713) 513-5546

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

TMT has tapped attorneys from Bracewell & Giuliani LLP as
bankruptcy counsel and AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.


TORSPO HOCKEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Torspo Hockey International Inc.
        12 Bridge Square, Suite 103
        P O Box 518
        Anoka, MN 55303

Case No.: 14-42120

Chapter 11 Petition Date: May 15, 2014

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Katherine A. Constantine

Debtor's Counsel: Joseph W. Dicker, Esq.
                  JOSEPH W. DICKER PA
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: 612-827-5941
                  Fax: 612-822-1873
                  Email: joe@joedickerlaw.com

Total Assets: $2,750

Total Liabilities: $3.07 million

The petition was signed by David Soderquist, CEO.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb14-42120.pdf


TRANSDIGM GROUP: Fitch Affirms 'B' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of TransDigm
Group, Inc. (NYSE:TDG) and its indirect subsidiary TransDigm Inc.
(TDI) at 'B' following the issuance of approximately $3.4 billion
in debt.  Fitch has also affirmed the ratings for TDI's senior
secured credit facilities at 'BB/RR1' and has downgraded the
rating of TDI's senior subordinated notes to 'CCC+/RR6' from 'B-
/RR5'.  The Rating Outlook is Negative.

The newly issued debt consists of an $825 million tranche of term
loans under TDI's senior secured credit facilities, the proceeds
of borrowings under the $200 million trade receivables
securitization facility, and $2.35 billion aggregate principal
amount of senior subordinated notes maturing in 2022 and 2024.
The proceeds will be used primarily to repurchase any or all of
the outstanding $1.6 billion senior subordinated notes due in 2018
and to fund a cash dividend in the range of $900 million to $1.7
billion.

While Fitch expects TDG's projected metrics will still be
consistent with the current 'B' IDR, the level of support for this
rating is reduced by the new debt.  Approximately $7.5 billion of
outstanding debt is covered by Fitch's ratings after giving effect
to the new debt issuance and the planned debt redemption.

KEY RATING DRIVERS

The one-notch downgrade of TDI's senior subordinated notes is
driven by Fitch's expectations of lower recovery prospects for
this class of the securities in a theoretical financial distress
scenario.  The recovery prospects of the senior subordinated notes
are negatively affected by a significant increase in TDI's term
loan borrowings under the senior secured credit facilities and an
increase in the size of the senior secured revolving facility.

Additionally, Fitch notes TDG's diminished ability to de-lever
rapidly due to sizable debt-funded special dividends issued over
the past two years, with a negative impact on Fitch's long-term
view of the recovery prospects.  Fitch estimates the Recovery
Rating for the senior subordinated notes is 'RR6' (recovery in the
range of 0%-10%), down from the 'RR5' rating (recovery in the
range of 11%-30%).

Fitch's ratings for TDG reflect the company's strong free cash
flow (FCF; cash from operations less capital expenditures and
dividends), good liquidity, and financial flexibility which
includes a favorable debt maturity schedule.  TDG benefits from
high profit margins and low capital expenditures, diversification
of its portfolio of products that support a variety of commercial
and military platforms/programs, a large percentage of sales from
a relatively stable aftermarket business, its role as a sole
source provider for the majority of its sales, and management's
history of successful acquisitions and subsequent integration.
TDG also has no material pension liabilities and has no other
post-employment benefit (OPEB) obligations.

The Negative Outlook is supported by the company's significant
leverage and its diminished ability to de-lever rapidly.  This
correspondingly affects TDG's financial flexibility to pursue
large-scale debt-funded acquisitions at the current ratings.

Fitch estimates TDG's leverage could increase to up to 7.8x
following the completion of the announced debt actions, up from
approximately 6.0x as of March 29, 2014.  The company's new
leverage will be above the historical leverage range of 4.5x-6.5x.
At the end of the fiscal year ended Sept. 30, 2013, TDG's leverage
was approximately 6.6x, up from 4.6x at the end of fiscal 2012.
TDG's leverage is somewhat high for the rating; however, it is
mitigated by strong margins and positive FCF generation.

RATING SENSITIVITIES

Fitch may consider a negative rating action if TDG's leverage and
FFO-adjusted leverage increase to above 8.0x-8.5x and 9.5x,
respectively, as the result of an acquisition or a special
dividend funded by additional debt.  A positive rating action is
not likely in the intermediate term.  Fitch may consider a
positive rating action if the company maintains its leverage level
within the range of 4.5x to 5.6x along with strong revenue growth
and high cash generation.

Fitch takes the following rating actions:

TDG

--Long-term IDR affirmed at 'B'.

TDI

-- IDR affirmed at 'B';
-- Senior secured revolving credit facility affirmed at 'BB/RR1';
-- Senior secured term loans affirmed at 'BB/RR1';
-- Senior subordinated notes downgraded to 'CCC+/RR6' from 'B-
   /RR5'.

The Rating Outlook is Negative.


TRIPLANET PARTNERS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Triplanet Partners LLC filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $19,946,560
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,250,000
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $32,413,525
                                 -----------      -----------
        Total                    $19,946,560      $33,663,525

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/TRIPLANETPARTNERS_9_sal.pdf

Triplanet Partners LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014.  Sophien
Bennaceur signed the petition as manager.  The Debtor estimated
assets and debts of between $10 million to $50 million.  Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C., serves as the Debtor's counsel.  Judge Robert D.
Drain oversees the case.


UNIVERSITY GENERAL: Deal Gives Humana Members In-Network Benefits
-----------------------------------------------------------------
Humana Inc., a health and well-being company and University
General Health System, Inc., have reached an agreement that
provides Humana's members in-network benefits to University
General Hospital, located near the Texas Medical Center.

The agreement extends in-network benefits to Houston-based
University General Hospital's inpatient, outpatient and emergency
services to Humana's Medicare Advantage PPO and Private Fee for
Service plans and Humana's Commercial HMO, National Point of
Service, PPO and Exclusive Provider Organization (EPO) plans.

University General Hospital is a general, acute-care hospital that
includes a fully-staffed and licensed emergency room as well as
outpatient imaging and laboratory services.  University General's
physicians and medical personnel provide in-patient care utilizing
state-of-the-art diagnostic and surgical equipment.

The hospital has attracted a growing number of respected surgeons
and other physicians from the Houston medical community.
University General's emphasis in patient comfort and favorable
outcomes is evident in its Hospital Outpatient Departments, which
include ambulatory surgical centers, diagnostic imaging
facilities, physical therapy, sports rehab facilities, sleep
clinics and a hyperbaric wound care center.

"We are proud to inform our Houston-area patients and Humana's
medical plan participants that University General's medical care
will now be available on an in-network basis," said Hassan
Chahadeh, M.D., Chairman and CEO of University General Health
System, Inc.  "Our ability to offer patient-centric care to the
broadest number of people, which represents a primary objective of
University General Health System, will be greatly enhanced by
expanding access among Humana customers to our flagship hospital
in the Houston metropolitan area."

"Humana has a strong presence in Houston and expanding our network
to include University General Hospital will offer our members a
strong provider network and is key to our continued growth in the
market," said Kyle Green, market vice president for Humana in
Houston.  "Through this partnership, we've been able to
substantially increase health care options for our members who
live in Houston."

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

University General incurred a net loss attributable to common
shareholders of $3.97 million on $113.22 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
attributable to common shareholders of $2.57 million on $71.17
million of total revenues during the prior year.

As of Sept. 30, 2013, the Company had $189.45 million in total
assets, $169.55 million in total liabilities, $3.07 million in
series C, convertible preferred stock, and $16.82 million in total
equity.

Moss, Krusick & Associates, LLC, in Winter Park, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


UPPER VALLEY: US Trustee's Motion for Ch. 7 Conversion Withdrawn
----------------------------------------------------------------
Order Withdrawing Motion to Convert Case to Chapter 7 (Related Doc
# 90), Withdrawing Motion To Appoint Trustee (Related Doc # 90)
Signed on 5/28/2014. (dcs) (Entered: 05/28/2014)

The U.S. Trustee's motion for order converting Upper Valley
Commercial Corporation's Chapter 11 case to one under Chapter 7 or
in the alternative authorizing appointment of Chapter 11 trustee
has been withdrawn.

As reported by the Troubled Company Reporter on May 5, 2014, the
Debtor asserted that the U.S. Trustee failed to allege facts
sufficient to warrant the extreme remedy of converting its case
into a Chapter 7 proceeding.  The Official Committee of Unsecured
Creditors agreed with the Debtors that the U.S. Trustee failed to
articulate "cause" either on the Chapter 7 conversion or the
Chapter 11 trustee appointment.  The Debtor further noted that
because it has filed a confirmable plan that appears to have the
support of creditors and the Creditors Committee alike, the U.S.
Trustee's motion should be denied.

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

         http://bankrupt.com/misc/UPPERVALLEY_149_ds.pdf

On May 20, 2014, the U.S. Trustee and claimants John Bruckner,
Mark Bruckner, K. Jeffrey Bruckner, Nancy Bruckner and Suzanne
Bruckner, filed objections to the Debtor's Plan.

The U.S. Trustee objects to the provisions of the Plan which state
or imply that the Debtor will receive a discharge.  The Plan
provides for the liquidation of substantially all of the property
of the estate.  ?Further, the Debtor is a New Hampshire
corporation, prohibited by an existing State consent decree from
engaging in business after consummation of the Plan.  The Debtor,
therefore, will not be entitled to a discharge,? the U.S. Trustee
claims.

According to the Bruckner Claimants, the schedules attached to the
Debtor's voluntary Chapter 11 petition do not disclose the
Bruckner Claimants, but discloses only Suzanne Bruckner as a
creditor with a $685,849.95 claim.  The Bruckner Claimants say
that the Debtor, notwithstanding being advised that Schedule F was
incorrect and that Suzanne's claim was incorrect, continued to
ignore the existence of the Bruckner Claimants.  ?A Disclosure
Statement and Plan of Reorganization must accurately reflect the
Debtor's creditors and the amount owed so the projections and
proposed distribution is properly determined,? the Bruckner
Claimants say. The Bruckner Claimants request that the creditor
schedule be amended to include the Bruckner Claimants in their
individual capacity and to properly reflect Suzanne's claim.

The Bruckner Claimants are represented by:

      Greenbaum, Rowe, Smith & Davis LLP
      Nancy Isaacson, Esq.
      75 Livingston Avenue, Suite 301
      Roseland, NJ 07068-3701
      Tel: (973) 535-1600
      E-mail: nisaacson@greenbaumlaw.com

           About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


UPPER VALLEY: Has Court's Nod to Hire Johnson Group as Accountant
-----------------------------------------------------------------
Upper Valley Commercial Corporation sought and obtained permission
from the U.S. Bankruptcy Court for the District of New Hampshire
to employ The Johnson Group, P.C., as accountant.

The Debtor requires an accountant to provide plan oversight.
Johnson will be monitoring the Debtor's collection activities
after the case has been confirmed and also after the case has
closed.  Johnson will be paid $200 per hour for its services.

To the best of its knowledge, Johnson has no connection with the
Debtor, the Office of the U.S. Trustee or any other parties-in-
interest or their respective attorneys or other professionals
involved in this case.  After due inquiry, the Debtor is satisfied
that Johnson is a disinterested party in the matters in which it
is to be engaged within the meaning and intent of 11 U.S.C.
Section 101(14).

On May 27, 2014, the Debtor's April 28, 2014 application to employ
Nathan Wechsler & Company as accountant to file its quarterly and
annual State and Federal Tax Returns was withdrawn.  Nathan
Wechsler represented the Debtor pre-petition and as of the
petition date had an outstanding invoice owed by the Debtor of
$12,015.  The Debtor said in its May 27 court filing that it will
pay the amount as a Class I claim under the Debtor's plan, which
means it will be paid in full over 36 months on a pro-rata basis
with other creditors in class I.  Nathan Wechsler agreed to
represent the Debtor at the hourly rate of $275.

           About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

The Debtor disclosed $12,782,877 in assets and $11,584,281 in
liabilities as of the Chapter 11 filing.

William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors.
Bernstein, Shur, Sawyer & Nelson, P.A., serves as its counsel.


USEC INC: Disclosure Statement Hearing Set for June 9
-----------------------------------------------------
The hearing to consider the adequacy and approval of the
Disclosure Statement with respect to the Plan of Reorganization of
USEC Inc. been adjourned to June 9, 2014, at 2:00 p.m. (Eastern
Time).

The hearing was initially scheduled for April 21, 2014, at
11:00 a.m. (Eastern Time).  On April 15, 2014, the Disclosure
Statement Hearing was adjourned until May 20, 2014, at
10:00 a.m. (Eastern Time).

The deadline to object or respond to the adequacy or approval of
the Disclosure Statement is now June 2, 2014, at 5:00 p.m.
(Eastern Time).

As reported by the Troubled Company Reporter on March 21, 2014,
the Plan proposes, and its terms embody, a prearranged
restructuring of the Debtor's obligations under (a) its 3.0%
convertible senior unsecured notes due 2014, and (b) its preferred
stock.  Specifically, the Plan provides that, among other things,
each holder of an allowed noteholder claim will receive its
pro rata share of (i) 79.04% of the new common stock issued under
the Plan, (ii) cash equal to the amount of the interest accrued on
the old notes from the date of the last interest payment made by
the Debtor before the Petition Date to the Effective Date, and
(iii) new notes to be issued under the Plan in the aggregate
principal amount of $200 million.

On April 21, 2014, the Hon. Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware entered an order
approving the assumption of plan support agreements and
authorizing the Debtor to perform its obligations under the Plan
Support Agreements, including paying and reimbursing the
transaction expenses.

                         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.  In its schedules,
the Debtor disclosed $62,956,742 in total assets and $884,120,645
in total liabilities.  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: Files Schedules of Assets and Liabilities
---------------------------------------------------
USEC Inc. filed with the U.S. Bankruptcy Court for the District of
Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,194,265
  B. Personal Property           $61,762,477
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $70,940,755
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $813,179,890
                                 -----------      -----------
        TOTAL                    $62,956,742     $884,120,645

                         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 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.


VALEANT PHARMACEUTICALS: Moody's Keeps Ba3 CFR Over Allergan Deal
-----------------------------------------------------------------
Moody's Investors Service commented that the revised offer by
Valeant Pharmaceuticals International, Inc. to acquire Allergan,
Inc. is credit positive for Valeant. Valeant is rated Ba3
(Corporate Family Rating) with a developing outlook, and there is
currently no impact on the ratings from the revised bid.
Concurrently, Valeant announced it would sell its injectables
business to Nestle SA for $1.4 billion in cash.

The principal methodology used in this rating was Global
Pharmaceutical Industry published in December 2012.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
with expertise in branded dermatology, eye health, neuroscience
products, branded generics and OTC products. Valeant reported $5.8
billion in net revenues in 2013, which includes Bausch & Lomb only
from the acquisition date of August 5, 2013.


VICTORY ENERGY: Q1 Revenues Increased 108% Year-Over-Year
---------------------------------------------------------
Victory Energy Corporation reported that revenues for the three
months ended March 31, 2014, increased 108 percent year-over-year
to $194,983.  Revenues were up despite a decrease of approximately
$39,905 caused by a loss of production from a work-over at the
company's McCauley "6" #3 well at the Lightnin' prospect.  Total
net production was 43 BOE, up 84 percent from 23.4 BOE in the same
period a year ago.  The increase in production was primarily due
to the development of the Lightnin' prospect.

The Company incurred a net loss of $446,148 for the three months
ended March 31, 2014, as compared with a net loss of $453,354 for
the same period last year.  As of March 31, 2014, the Company had
$3.22 million in total assets, $1.50 million in total liabilities
and $1.71 million in total stockholders' equity.  Victory had
approximately $0.2 million of cash and cash equivalents and $3.2
million of total assets at March 31, 2014.

"We remain focused on achieving significant rates of return by
targeting predictable resource plays in favorable environments,"
said Kenny Hill, Victory's CEO.  "Our newly established strong
capital position and experienced management team allow us to
identify, secure and exploit development assets like our Lightnin'
Property in the Permian Basin.  Current trajectory for the
Lightnin' prospect is better than a two to one return on capital
since the property was acquired two years ago.  We anticipate even
better returns from our recent acquisition of the Fairway project
and others that we are reviewing."

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

                         http://is.gd/v8dgsv

                         About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.

Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has experienced recurring losses since its
inception and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


VYCOR MEDICAL: Files Form 10-Q, Incurs $787,000 Net Loss in Q1
--------------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report disclosing a net loss of $787,378
on $358,122 of revenue for the three months ended March 31, 2014,
as compared with a net loss of $642,514 on $231,674 of revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2014, showed $4.86
million in total assets, $5.10 million in total liabilities and a
$247,332 total stockholders' deficiency.

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

                        http://is.gd/Sn1UZM

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical reported a net loss of $2.47 million on $1.08
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $2.93 million on $1.20 million of revenue for
the year ended Dec. 31, 2012.


WALKER LAND: Court Approves Davidson Backman as Panel Attorneys
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Walker Land &
Cattle LLC sought and obtained authorization from the Hon. Jim D.
Pappas of the U.S. Bankruptcy Court for the District of Idaho to
retain Davidson Backman Medeiros PLLC as attorneys for the
Committee, nunc pro tunc to Jan. 28, 2014.

The Court ruled that any award of compensation and expenses for
the attorneys is subject to appropriate application, notice and a
hearing, all pursuant to 11 U.S.C. Section 330.  The Court held
that it is not pre-approving the amounts set forth in the
Application for the attorneys' compensation.

Davidson Backman and the Committee have requested that the
employment of Davidson Backman be approved nunc pro tunc,
effective as of Jan. 28, 2014.

As reported in the Troubled Company Reporter, it is anticipated
that Davidson Backman will assist with necessary services, such
as:

   -- analyzing the Debtor's assets and liabilities;

   -- clarifying the corporate structure and ownership of related
      entities;

   -- determination of the valuation of the assets of the Debtor
      and its related entities;

   -- reviewing and determining intercompany claims and insider
      transactions;

   -- analyzing transfer restrictions or limitations associated
      with the Debtor's assets;

   -- evaluating secured creditors' stay relief motions;

   -- considering any plans of reorganization proposed by the
      Debtor or creditors;

   -- challenging confirmation of any plan if it is unacceptable
      to unsecured creditors; and

   -- taking other actions deemed necessary for the protection of
      unsecured creditors herein.

Davidson Backman will be paid at these hourly rates:

       Barry W. Davidson                  $200-$400
       Bruce K. Medeiros                  $200-$400
       Legal Assistants and Paralegals    $90-$125

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

Davidson Backman can be reached at:

       Barry W. Davidson, Esq.
       Bruce K. Medeiros, Esq.
       DAVIDSON BACKMAN MEDEIROS PLLC
       1550 Bank of America Financial Center
       601 West Riverside Avenue
       Spokane, WA 99201
       Tel: (509) 624-4600
       Fax: (509) 623-1660
       E-mail: bdavidson@dbm-law.net
               bmedeiros@dbm-law.net

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


XTREME POWER: Wants Until June 21 to File Reorganization Plan
-------------------------------------------------------------
Xtreme Power Inc., et al., ask the Bankruptcy Court to extend
their exclusive periods to file a Plan of Reorganization from
May 27, 2014, until June 21; and solicit acceptances for that Plan
until Aug. 21.

The Debtors are represented by:

         Shelby A. Jordan, Esq.
         Nathaniel Peter Holzer, Esq.
         Antonio Ortiz, Esq.
         JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.
         500 North Shoreline Blvd., Suite 900
         Corpus Christi, TX 78401-0341
         Tel: (361) 884-5678
         Fax: (361) 888-5555
         E-mails: sjordan@jhwclaw.com
                  pholzer@jhwclaw.com
                  aortiz@jhwclaw.com

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 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.


ZALE CORP: Faces Lawsuits Over Proposed Merger with Signet
----------------------------------------------------------
In connection with the proposed acquisition of Zale Corporation by
Signet Jewelers Limited, Zale and its directors have been named as
defendants in five putative shareholder class action lawsuits
filed in the Court of Chancery of the State of Delaware and
consolidated under the caption In re Zale Corporation Shareholders
Litigation.  On May 23, 2014, the Court denied the motion of the
plaintiffs in the consolidated lawsuit for a preliminary
injunction preventing consummation of the merger.

On May 27, 2014, Zale issued a press release announcing that Egan-
Jones, a leading proxy advisory firm, recommends that Zale
stockholders vote "FOR" the merger.

In recommending that all Zale stockholders vote "FOR" the proposed
transaction, Egan-Jones stated in its May 23, 2014 report:

     "Based on our review of publicly available information on
      strategic, corporate governance and financial aspects of the
      proposed transaction, Egan-Jones views the proposed
      transaction to be a desirable approach in maximizing
      shareholder value.  After careful consideration, we believe
      that approval of the merger agreement is in the best
      interests of the Company and its shareholders and its
      advantages and opportunities outweigh the risks associated
      to the transaction... We recommend a vote "FOR" this
      Proposal."

As previously announced on May 22, 2014, ISS, a leading
independent proxy voting and corporate governance advisory firm,
also recommended that all Zale stockholders vote "FOR" the Signet
transaction.  In its May 22, 2014 recommendation, ISS stated:

      "Given the significant premium of the current offer to an
      already-healthy share price, which had appreciated
      considerably over the prior year, and represented a premium
      on key valuation multiples to other industry competitors;
      the board's arguments that the business plan projections
      represent very difficult stretch targets intended to
      challenge management rather than guide investors; the
      company's most recent quarterly results, reported Tuesday,
      which beat expectations on EBITDA and EPS but missed on
      revenue, the key metric on which the business plan
      predicated the bulk of its margin expansion over the next
      two years; and the potentially significant downside risk -
      both in trading prices over the near term and in achievement
      of the strategic plan over the next several years - a vote
      FOR the transaction is warranted."

The special meeting is scheduled for May 29, 2014, at 8:00 a.m.
local time, at the Company's executive offices, 901 West Walnut
Hill Lane, Irving, Texas 75038.  Zale stockholders of record as of
the close of business on April 30, 2014, will be entitled to
notice of, and to vote at, the special meeting.

The Zale Board of Directors unanimously recommends that Zale
stockholders vote "FOR" the proposed transaction.  Under the terms
of the agreement, Zale stockholders will receive $21.00 per share
in cash for each share of Zale common stock owned.

Additionally, on May 27, 2014, Zale issued a press release
responding to a report issued by Glass, Lewis & Co, asserting that
Glass Lewis' Report contains many erroneous conclusions.

Zale notes that Glass Lewis reached what Zale believes is a wrong
conclusion in not recommending that Zale stockholders vote "FOR"
the Company's acquisition by Signet.  Zale strongly believes that
Glass Lewis' report contains numerous inaccuracies, appears to be
based primarily on TIG's flawed analysis and fails to consider the
significant risks to the Zale stockholders associated with the
Glass Lewis recommendation.

A full-text copy of the press release in response to Glass Lewis'
report is available for free at http://is.gd/kBSvHd

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

As of April 30, 2014, Zale Corp had $1.26 billion in total assets,
$1.05 billion in total liabilities and $205.73 million in total
stockholders' investment.


* Judge Weighs If Helping Prosecutors Violates Automatic Stay
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that criminal proceedings are exempt from the automatic
stay under Section 362(b)(1) of the Bankruptcy Code. Courts are
split on whether that exception is absolute or a creditor can
offend the stay by trying to initiate criminal proceedings against
someone in bankruptcy, according to the report.

The report related that a gasoline wholesaler in Kentucky sold gas
to a convenience-store owner who was supposed to deposit receipts
from the gas every night.  When deposits weren't made, the
supplier cut off deliveries and contacted local prosecutors before
the owners' bankruptcy, the report further related.

U.S. Bankruptcy Judge Marian F. Harrison, in a May 21 opinion for
the Bankruptcy Appellate Panel in Cincinnati, said some courts
allow creditors to participate in criminal proceedings without
exception while others find a stay violation if the efforts are
primarily to coerce collection of debt, the report said.

The case is Collett v. Lee Oil Co. (In re Collett), 13-0833, U.S.
Bankruptcy Appellate Panel for the Sixth Circuit (Cincinnati).


* Law Firm in Hot Water for Collecting Fees Improperly
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Magistrate Judge S. Maurice Hicks Jr. in
Shreveport, Louisiana, ruled withut holding trial on May 22 that a
law firm who collected fees before and after a woman's Chapter 7
bankruptcy violated the so-called automatic stay.

According to the report, Judge Hicks decided he needed to hold a
hearing to confirm that the law firm was liable for damages under
Section 526(c)(2) of the Bankruptcy Code for failing to obtain the
required engagement agreement specifying the amount of fees.

The case is Wheeler v. Collier, 11-cv-01670, U.S. District Court,
Western District Louisiana (Shreveport).


* Fitch Says LBOs 29% of Defaults Since Financial Crisis
--------------------------------------------------------
The long-simmering bankruptcy filing from Energy Future Holdings
(EFH) is the largest leveraged buyout (LBO) default on record and
is also one of 10 LBO-related company defaults that have taken
place so far this year, compared with a total of 11 for all of
2013, according to Fitch Ratings.

Since 2007, LBOs have comprised 29% of total defaults in Fitch's
U.S. High Yield and Leveraged Loan Default Indices.

LBO transactions surged in the years prior to the financial
crisis, with 2004-2007 dedicated high yield bond and loan issuance
approaching $500 billion.  To date, LBO defaults from that era
have affected $55.3 billion in bonds and $64.5 billion in
leveraged loans.  Of the aggregate $120 billion, 63% consists of
loans and bonds sold 2004-2007 and the remainder is predominantly
original LBO debt that was refinanced 2008-2014.

While contributing to the pool of defaults, there has not been a
discernable bias in LBO versus non-LBO recovery outcomes.  The
average 30-day post-default recovery price on LBO bonds 2007-2014
was 47% of par versus a non-LBO rate of 45%.  Similarly, across
institutional first lien leveraged loans, the 30-day post-default
LBO price was 61% versus 63% across non-LBOs.  Furthermore, for a
group of 95 companies with price data at emergence from
bankruptcy, Fitch observed comparable outcomes on first lien
LBO/non-LBO loans of 74% of par.

EFH propelled both the U.S. high yield and leveraged loan trailing
12-month default rates to multiyear highs of 2.8% and 3.9% in
April.


* Junk Company Liquidity and Covenant Stress Remain Low
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there will be no spike in bankruptcies by large
companies, given the latest improvement in liquidity among the
weakest junk-rated companies.

According to the report, the Moody's Investors Service liquidity-
stress index declined by mid-May to 3.7 percent from 4 percent at
the end of April.  The index measures the percentage of junk-rated
companies with the weakest liquidity, the report related.

The stress index has fallen three months in a row, reversing some
of the increase over the last half of 2013, the report further
related.  The improvement in liquidity among low-rated junk
companies is thanks in part to "strong demand for riskier debt,"
the Bloomberg report, citing Moody's.


* U.S. Broadens Hunt for Tax Evaders
------------------------------------
Devlin Barrett, writing for The Wall Street Journal, reported that
the hunt for money hidden in Swiss bank accounts by U.S. citizens
has become a global chase, with prosecutors tracing records to
Singapore, the Cook Islands and elsewhere as U.S. authorities
increase the pressure on Swiss lenders to turn over evidence,
according to officials.

According to the report, Kathryn Keneally, head of the Justice
Department's tax division, said in an interview that in the wake
of a guilty plea to criminal charges by Credit Suisse Group AG,
the U.S. expects to collect more evidence pointing to suspect
accounts beyond Switzerland's borders.

Credit Suisse, which last week pleaded guilty to conspiracy and
agreed to pay $2.6 billion to settle allegations it helped wealthy
Americans hide money from the Internal Revenue Service, has agreed
to turn over some bank records that can help U.S. authorities
track down individual account holders across the globe, the report
related.


* Stewart Kagan Joins Fried Frank's New York Office as Partner
--------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP on May 28 disclosed
that Stewart A. Kagan has joined the Firm as a partner in the
Finance Practice resident in the Firm's New York office.

"In an increasingly dynamic economic and regulatory environment,
Stewart is consistently recognized for advising top investment
funds and corporations on the financing aspects of their most
complex transactions," said David Greenwald, chairman of Fried
Frank.  "His deep experience and technical skills enhance the
expertise we provide to clients regarding M&A, asset management,
leveraged finance and related matters."

Mr. Kagan represents corporations, private equity firms, hedge
funds and other financial institutions with respect to debt
financings and private equity transactions.  His practice focuses
on leveraged finance, including bank financings, high-yield debt
offerings and bankruptcy-related transactions.

Prior to joining Fried Frank, Mr. Kagan was a partner at a leading
New York-based firm.  He received a JD from Yale Law School in
1985 and a BA from Harvard College in 1980.  Mr. Kagan is admitted
to practice in the US District Court, Southern District of New
York; New York; and Connecticut.  He has been recognized by
Chambers USA and Legal 500.

  About Fried Frank Fried, Frank, Harris, Shriver & Jacobson LLP

Fried Frank Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com-- is an international law firm with
offices in New York; Washington, DC; London; Paris; Frankfurt;
Hong Kong; and Shanghai.


* BOOK REVIEW: Hospitals, Health and People
-------------------------------------------
Author:      Albert W. Snoke, M.D.
Publisher:   Beard Books
Softcover:   232 pages
List Price:  $34.95
Review by Francoise C. Arsenault

Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of
today's health care system. Although much has changed in
hospital administration and health care since the book was first
published in 1987, Dr. Snoke's discussion of the evolution of
the modern hospital provides a unique and very valuable
perspective for readers who wish to better understand the forces
at work in our current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr.
Snoke between the late 1930's through 1969, when he served first
as assistant director of the Strong Memorial Hospital in
Rochester, New York, and then as the director of the Grace-New
Haven Hospital in Connecticut.  In these first chapters, Dr.
Snoke examines the evolution and institutionalization of a
number of aspects of the hospital system, including the
financial and community responsibilities of the hospital
administrator, education and training in hospital
administration, the role of the governing board of a hospital,
the dynamics between the hospital administrator and the medical
staff, and the unique role of the teaching hospital.

The importance of Hospitals, Health and People for today's
readers is due in large part to the author's pivotal role in
creating the modern-day hospital.  Dr. Snoke and others in
similar positions played a large part in advocating or forcing
change in our hospital system, particularly in recognizing the
importance of the nursing profession and the contributions of
non-physician professionals, such as psychologists, hearing and
speech specialists, and social workers, to the overall care of
the patient.  Throughout the first chapters, there are also many
observations on the factors that are contributing to today's
cost of care.  Malpractice is just one example.  According to
Dr. Snoke, "malpractice premiums were negligible in the 1950's
and 1960's.  In 1970, Yale-New Haven's annual malpractice
premiums had mounted to about $150,000."  By the time of the
first publication of the book, the hospital's premiums were
costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know
it, including insurance and cost containment; the role of the
government in health care; health care for the elderly; home
health care; and the changing role of ethics in health care.  It
is particularly interesting to note the role that Senator Wilbur
Mills from Arkansas played in the allocation of costs of
hospital-based specialty components under Part B rather than
Part A of the Medicare bill.  Dr. Snoke comments: "This was
considered a great victory by the hospital-based specialists.  I
was disappointed because I knew it would cause confusion in
working relationships between hospitals and specialists and
among patients covered by Medicare.  I was also concerned about
potential cost increases.  My fears were realized.  Not only
have health costs increased in certain areas more than
anticipated, but confusion is rampant among the elderly patients
and their families, as well as in hospital business offices and
among physicians' secretaries."  This aspect of Medicare caused
such confusion that Congress amended Medicare in 1967 to provide
that the professional components of radiological and
pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-
payment provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur.  Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole
question of the responsibility of the physician, of the
hospital, of the health agency, brings vividly to mind a small
statue which I saw a great many years ago.it is a pathetic
little figure of a man, coat collar turned up and shoulders
hunched against the chill winds, clutching his belongings in a
paper bag-shaking, tremulous, discouraged.  He's clearly unfit
for work-no employer would dare to take a chance on hiring him.
You know that he will need much more help before he can face the
world with shoulders back and confidence in himself.  The
statuette epitomizes the task of medical rehabilitation: to
bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose.  Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and
accept today as part of our medical care was almost nonexistent
when Dr. Snoke began his career in the 1930's.  Throughout his
50 years in hospital administration, Dr. Snoke frequently had to
focus on the big picture and the bottom line.  He never forgot
the importance of Discharged Cured, however, and his book
provides us with a great appreciation of how compassionate
administrators such as Dr. Snoke have contributed to the state
of patient care today.

Albert Waldo Snoke was director of the Grace-New Haven Hospital
in New Haven, Connecticut from 1946 until 1969.  In New Haven,
Dr. Snoke also taught hospital administration at Yale University
and oversaw the development of the Yale-New Haven Hospital,
serving as its executive director from 1965-1968.  From 1969-
1973, Dr. Snoke worked in Illinois as coordinator of health
services in the Office of the Governor and later as acting
executive director of the Illinois Comprehensive State Health
Planning Agency. Dr. Snoke died in April 1988.


                             *********

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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***