TCR_Public/140602.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 2, 2014, Vol. 18, No. 151

                            Headlines

1001 CHINO: Case Summary & 5 Unsecured Creditors
3 AM L.L.C.: Voluntary Chapter 11 Case Summary
ABLEST INC: Final Requests for Compensation Due June 16
ACCIPITER COMMUNICATIONS: Files Schedules of Assets & Liabilities
AFFIRMATIVE INSURANCE: Shareholders Elect Eight Directors

ALLEN MEMORIAL CHURCH: Case Summary & 20 Top Unsecured Creditors
ALLIED IRISH: Confirms Executive Director Appointment
AMERICAN APPAREL: Dov Charney Reports 27.2% Equity Stake
AMSURG CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
AMERICAN COMMERCE: Incurs $169,000 Net Loss in Fiscal 2014

AMERICAN POWER: Revises Report on Notes Amendments
AMERICAN RESIDENTIAL: S&P Raises CCR to 'B' & Removes from Watch
AURA SYSTEMS: Delays Fiscal 2014 Form 10-K
AXION INTERNATIONAL: Amends Tender Offer Statement
BALL CORPORATION: Myanmar Plant No Impact on Moody's Ba1 CFR

BANKFIELD HOLDING: Is Insolvent, Part Owner Claims
BEATS ELECTRONICS: Moody's Places B2 Rating on Review for Upgrade
BEATS ELECTRONICS: S&P Puts 'B+' CCR on CreditWatch Positive
BERRY PLASTICS: Files Conflict Minerals Report with SEC
BION ENVIRONMENTAL: To Issue 5-Mil. Shares Under Incentive Plan

BIOSCRIP INC: S&P Lowers CCR to 'B-' on First-Quarter Performance
BLACKROCK ASSET: Case Summary & 8 Largest Unsecured Creditors
BUDD CO: Section 341(a) Meeting Scheduled Today
BUILDERS FIRSTSOURCE: To Issue 5MM Shares Under 2014 Plan
CAESARS ENTERTAINMENT: Moody's Cut 1st Lien Debt Rating to Caa2

CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
CANCER GENETICS: Plans to Sell $100 Worth of Securities
CANCER GENETICS: John Pappajohn Reports 23.3% Equity Stake
CASA PLAYA: Two Execs Face Fraud Charges Relating to Bankruptcy
CEDAR FAIR: Moody's Rates $450MM Senior Unsecured Notes 'B1'

CEDAR FAIR: S&P Assigns 'BB-' Rating to $450MM Sr. Unsecured Notes
CELL THERAPEUTICS: Had $24.2MM Net Financial Standing at April 30
CENTENE CORPORATION: Moody's Assigns (P)Ba2 Senior Debt Rating
COLDWATER CREEK: Retains GA Keen to Auction Retail Leases
COMMUNITYONE BANCORP: Cancels Registration of Unsold Securities

COMPETITIVE TECHNOLOGIES: Presented at MicroCap Conference
CONVERGEONE HOLDINGS: Moody's Assigns B3 CFR; Outlook Stable
CONVERGEONE HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
CUI GLOBAL: Files Copy of Conflict Minerals Report with SEC
DAYBREAK OIL: Incurs $1.5 Million Net Loss in Fiscal 2014

DIKA-JEFFERSON: Case Summary & 6 Unsecured Creditors
DOLAN CO: Has Accord With Nantahala Over Securities Trading
DOLAN CO: Wants to Reject Employment and Separation Agreements
DOUBLE TREE LAKE: Case Summary & Largest Unsecured Creditors
ELEPHANT TALK: Appoints Yves van Sante to its Board of Directors

ENDEAVOUR INTERNATIONAL: Stockholders Elected Three Directors
ENERGY FUTURE: Moody's Corrects Rating History on 1st Lien Notes
ENERGY FUTURE: Creditors Object to Bankruptcy Financing
EURAMAX INTERNATIONAL: Stockholders Elect Five Directors
FIRST FINANCIAL: Maximilian Holds 9.9% Equity Stake

FL 6801: Lehman's Miami Condo Property Files for Chapter 11
GARLOCK SEALING: Proposes $275-Mil. End to Bankruptcy
GENCO SHIPPING: Equity Panel et al. Appeal RSA Order
GENERAL MOTORS: Lawyers Make Pitchers on Venue of Civil Cases
GENERAL MOTORS: Valukas to Release Report This Week

GETTY IMAGES: Bank Debt Trades at 4% Off
GOOD SAM: S&P Withdraws 'B-' CCR at Issuer's Request
GOODYEAR TIRE: Shares Buyback No Impact on Moody's Ba3 CFR
GRAY TELEVISION: Moody's Rates $500MM Senior Secured Loan 'Ba3'
GUIDED THERAPEUTICS: Presented at Marcum MicroCap Conference

HALLWOOD GROUP: Suspending Filing of Reports with SEC
HILLSHIRE BRANDS: Fitch Revises Rating Watch to 'Evolving'
HT INTERMEDIATE: S&P Revises Outlook to Stable & Affirms 'B' CCR
HUSKY INTERNATIONAL: Moody's Affirms B2 CFR; Outlook Negative
INDUSTRIA DE ALIMENTOS: Chapter 15 Case Summary

ISTAR FINANCIAL: Six Directors Elected at Annual Meeting
JACOBY & MEYERS: Judge Wants Chapter 7 for Firm
KLB STRATEGIES: Case Summary & 4 Largest Unsecured Creditors
LAWRENCE TECHNOLOGICAL: S&P Cuts Rating on Revenue Bonds to 'BB+'
LEHMAN BROTHERS: Miami Condo Property Files for Chapter 11

LIFE LINE: SCC Closes Richmond-Based Credit Union
LIGHTSQUARED INC: Judge Drain Named Mediator for Plan Issues
LIGHTSQUARED INC: Falcone's Harbinger Seeks Government Action
LUCA TECHNOLOGIES: Court Clears Sale of Wells to High Plains
MFM DELAWARE: Chapter 11 Plan Declared Effective in May

MILLER HEIMAN: Bank Debt Trades at 4% Off
MMODAL HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor
MMODAL HOLDINGS: Hiring Delloite as Tax Services Provider
MMODAL HOLDINGS: Stroock & Stroock Approved as Committee Counsel
MOMENTIVE SPECIALTY: Files Conflict Mineral Report with SEC

NATIONAL MENTOR: S&P Puts 'B' CCR on CreditWatch Positive
NEPHROS INC: Files Copy of Presentation Materials With SEC
NEXT 1 INTERACTIVE: Delays Fiscal 2014 Form 10-K
NUVILEX INC: Engages Chardan to Sell $50 Million Common Shares
OREMEX SILVER: Expects to File Financial Statements by June 20

OTTER PRODUCTS: Moody's Affirms B1 Corporate Family Rating
OVERLAND STORAGE: Reports Progress on Tandberg Data Merger
P-T-S FAMILY LIMITED: Case Summary & 15 Top Unsecured Creditors
PETTERS COMPANY: Court Approves Hodler as Trustee's Swiss Counsel
PETTERS COMPANY: MVVP Approved as Ch.11 Trustee's Belgian Counsel

PETTERS COMPANY: Adam & Bleser Okayed as Luxembourg Counsel
PETTERS COMPANY: Court Okays Hiring of LK Shields as Irish Counsel
PHILLIPS-MEDISIZE: Moody's Assigns B3 Corporate Family Rating
PHILLIPS-MEDISIZE: S&P Affirms 'B' CCR on Acquisition by Sponsor
PORTER BANCORP: Shareholders Elect Seven Directors

RAILSIDE LLC: Case Summary & 5 Unsecured Creditors
REPUBLIC OF TEXAS: Plan Approved, To Emerge From Chapter 11
RICOMINI BAKERA: Case Summary & 10 Largest Unsecured Creditors
SENSUS U.S.A.: S&P Raises CCR to 'B'; Outlook Stable
SITEL LLC: Moody's Affirms Caa1 CFR & Changes Outlook to Negative

SLAP SHOT: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable
SLAVIE FEDERAL: FDIC Named as Receiver; Bay Bank Assumes Deposits
SOURCE INTERLINK: Winds Down Operations, 6,000 Jobs Lost
STONEMOR PARTNERS: Moody's Affirms B2 CFR; Outlook Stable
SURGICAL SPECIALTIES: Moody's Cuts Corporate Family Rating to B3

SWIFT TRANSPORTATION: Moody's Affirms Ba3 Corporate Family Rating
SWIFT TRANSPORTATION: S&P Rates $1.35BB Sr. Sec. Facility 'BB-'
TELEXFREE LLC: Judge Directs Appointment of Ch. 11 Trustee
TELKONET INC: Files Conflict Minerals Disclosure and Report
TEXASBANC CAPITAL: Fitch Affirms Preferred Stock Rating at 'BB-'

THINAIR WIRELESS: Case Summary & 20 Largest Unsecured Creditors
TOPAZ POWER: Moody's Rates $623MM Senior Secured Debt 'B1'
TOYS R US: Bank Debt Trades at 16% Off
TRANSGENOMIC INC: AMH Equity Reports 9.8% Equity Stake
TYSON FOODS: Moody's Places (P)Ba1 Sr. MTN Rating for Downgrade

UNITEK GLOBAL: Fails to Comply with NASDAQ Listing Requirement
UNIVERSAL BIOENERGY: Incurs $176,000 Net Loss in March 31 Qtr.
URIGEN PHARMA: Unveils Results of Vote on Debt Restructuring
USEC INC: Court Approves Lazard as Investment Banker
USEC INC: Court Approves Hiring of Richards Layton as Co-Counsel

USEC INC: Deloitte Tax Okayed as Tax Services Provider
VICTORY ENERGY: Target Noteholders Approve Fairway Transaction
VIGGLE INC: Enhances Music Service With Launch of Viggle Store
WALDMAN DIAMONDS: Case Summary & 20 Top Unsecured Creditors
WALTER ENERGY: Bank Debt Trades at 3% Off

XZERES CORP: Delays Fiscal 2014 Annual Report
ZALE CORP: Majority of Stockholders Voted to Adopt Signet Merger

* Honigman's Aaron Silver Among "Up and Coming" Individuals List

* BOND PRICING -- For Week From May 26 to 30, 2014


                             *********


1001 CHINO: Case Summary & 5 Unsecured Creditors
------------------------------------------------
Debtor: 1001 Chino Street, LLC
        6060 La Goleta Road
        Goleta, CA 93117

Case No.: 14-11128

Chapter 11 Petition Date: May 29, 2014

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Judge: Hon. Peter Carroll

Debtor's Counsel: William C Beall, Esq.
                  BEALL AND BURKHARDT, APC
                  1114 State St Ste 200
                  Santa Barbara, CA 93101
                  Tel: 805-966-6774
                  Fax: 805-963-5988
                  Email: will@beallandburkhardt.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Louis J. Carnesale, manager.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-11128.pdf


3 AM L.L.C.: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 3 AM, L.L.C.
           dba Country Inn & Suites
        8850 Hampton Mall Drive North
        North Capitol Heights, MD 20743

Case No.: 14-18622

Chapter 11 Petition Date: May 29, 2014

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

Judge: Hon. Paul Mannes

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kiran Patel, managing member.

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


ABLEST INC: Final Requests for Compensation Due June 16
-------------------------------------------------------
Ablest Inc., et al., notified the Bankruptcy Court the Effective
Date of its Prepackaged Joint Plan of Reorganization occurred on
May 16, 2014, and the Plan has been substantially consummated.

On May 8, the Honorable Kevin J. Carey confirmed the Prepackaged
Plan.

The Debtor also said that all final requests for compensation or
reimbursement of the fees of any professional employed in the
Debtors' cases must be filed and served on the Debtors and their
counsel no later than June 16.

As reported in the Troubled Company Reporter, as of April 1, 2014,
the Debtors have outstanding secured debt in an aggregate amount,
including accrued interest, of approximately $651 million. Upon
emergence from chapter 11, the Reorganized Debtors expect to have
outstanding term debt of approximately $350 million. The
Reorganized Debtors also expect to have access to a new asset
based revolving credit facility in a principal amount up to $120
million that will be used to finance operations.

The Plan contemplates:

    (i) Approximately $456 million in aggregate principal amount
of first-lien debt will be exchanged for $365 million in cash and
subscription rights allowing the holders of prepetition first lien
loan claims to participate in a rights offering.  Recovery for
first-lien lenders will be at least 80%.

   (ii) Approximately $121 million in aggregate principal amount
of second lien-debt will be exchanged for $12 million in cash and
new warrants for the purchase of new common stock of the
Reorganized Parent.  Recovery for second-lien lenders will be at
least 10%.

   (iii) Unsecured claims will be reinstated and paid subject to
the terms and conditions thereof.  Recovery for unsecured
creditors will be 100%.

   (iv) All existing equity interests will be cancelled.  In
exchange for new common stock, the Sorensen Trust will cause SB
Group Holdings, Inc. to contribute to the Reorganized Parent on
the Effective Date all of the issued and outstanding capital stock
of Decca Consulting, Inc., Decca Consulting Ltd., Resdin
Industries, Inc. and Vaughan Business Solutions, Inc., and will
cause Esperer Holdings, Inc. to contribute to the Reorganized
Parent on the Effective Date certain transferred agreements.
Sorensen will also receive (i) new common stock under the terms of
a restricted stock award agreement, (ii) new common stock in
connection with the conversion of certain notes, and (iii) an
option to designate and purchase additional new common stock for
cash in an aggregate amount of $4 million.

   (v) Sorensen will grant the Reorganized Parent on the Effective
Date an option to purchase Butler America Inc., Butler
America TCS, Inc., Butler America Staffing LLC and Butler
Technical Services India (P) Ltd.

To satisfy creditor claims in accordance with the Plan, the
Debtors have secured commitments for new equity aggregating $225
million, consisting of a commitment for an equity investment in
cash, to be consummated pursuant to a rights offering.  In
addition, Credit Suisse and Royal Bank of Canada have been
retained to arrange a new $350 million term loan and $120 million
asset-based revolving loan facility, respectively.  Both Credit
Suisse and RBC have expressed their confidence in the Company's
ability to obtain the requisite financing. The Debtors intend to
utilize the proceeds of the $225 million equity investment and the
$350 million term loan, which will be funded at Plan consummation,
to meet their obligations under the Plan.  The $120 million asset-
based revolving loan facility will be used to fund the Debtors'
working capital requirements and, if needed, to meet the Debtors'
obligations under the Plan.

The Disclosure Statement provides that the post-confirmation
reorganization enterprise value of the reorganized Debtors is
approximately $680 million to $780 million.  By comparison, if the
Debtors are liquidated, the higher and lower estimates of
liquidation proceeds are between $154 million and $208 million.

A copy of the Prepackaged Plan is available for free at:

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

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

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

                      $50-Mil. DIP Financing

The Debtors have funded their operations while in bankruptcy
through a DIP financing facility made available by a subset of the
Debtors' prepetition lenders.  In April, the Bankruptcy Court
authorized, on a final basis, Debtors Koosharem, LLC, and New
Koosharem Corporation to (i) obtain secured postpetition financing
on a superpriority priming basis in the aggregate principal amount
of up to $50,000,000, of which up to $20,000,000 was made
available upon entry of the interim order, from Credit Suisse AG,
Cayman Islands Branch, as administrative and collateral agent.
The Court also authorized the Debtors to se of cash collateral.

The Debtors provided an initial four-week budget prepared in
connection with the Chapter 11 cases.

The DIP financing terms include:

   Borrower:     Koosharem, LLC

   Guarantor:    Koosharem's subsidiaries and parent, New
                 Koosharem Corporation

   DIP Lenders:  Lenders from time to time party thereto.

   DIP Agent:    Credit Suisse AG, Cayman Island Branch.

   DIP Facility
   Amount:       A superpriority priming term loan in an aggregate
                 principal amount of $50,000,000, of which
                 use of proceeds $20,000,000 will be available
                 upon entry of the interim order.

   Adequate
   Protection:   The prepetition lenders will receive adequate
                 protection liens and superpriority claims.

   Maturity
   Date:         The earliest of (i) the date which is 30 days
                 following the interim order entry date, if the
                 final order entry date will not have occurred by
                 such date, (ii) three months from the interim
                 facility closing date, (iii) the earlier of the
                 effective date and the date of the substantial
                 consummation, in each case, of a plan of
                 reorganization in any of the Chapter 11 Cases
                 that has been confirmed by an order of the
                 Bankruptcy Court, and (iv) the date of the
                 acceleration of the Loans or termination of the
                 commitments, including, without limitation, as a
                 result of the occurrence of an event of default.

   Interest/
   Fees:         The interest rate will be: if a Base Rate Loan,
                 the Base Rate (minimum 3.25%) plus the Applicable
                 Margin (7.50%), or if a Eurodollar Rate Loan, the
                 Adjusted Eurodollar Rate (minimum 1.25%) plus the
                 Applicable Margin (8.50%).  The default rate is
                 3% in excess of the interest rate otherwise
                 payable.  In terms of fees, there is an upfront
                 fee of 1.50% of the aggregate loan commitments of
                 $50,000,000 ($750,000), plus the DIP Agent will
                 charge a non-refundable fee of $50,000.

Market Street, Inc., objected to the Debtors' financing motion
stating that the Debtors sought an advance waiver of the 14-day
stay of Rules 6004(h) of the Federal Rules of Bankruptcy Procedure
following entry of a final order approving the financing motion.
Such a waiver is unjustified and inappropriate.

Market Street is the lessor of Debtor Koosharem, LLC with respect
to office premises located at 595 Market Street, Suite 800, San
rancisco, California consisting of approximately 2,444 rentable
square feer, pursuant to that certain 595 Market Center Office
Lease dated Aug. 11, 1987, as amended.

The Court also has authorized the Debtors to enter into
postpetition insurance premium finance agreement with AFCO
Acceptance Corporation.

                Goldman Sachs as Financial Advisor

Ablest Inc., et al., have been assisted in their cases by Goldman,
Sachs & Co., as financial advisor.  Goldman has agreed to waive a
portion of its unpaid fees under the engagement agreement in
excess of $10,000,000 plus any monthly fees then owing, only upon
satisfaction of the following conditions: (i) the entry of the
order; (ii) the consumption of the Debtors' prepackaged  pan
before May 31, 2014, and (iii) Goldman Sachs' receipt in cash on
the Effective Date of such prepackaged Plan of the sum of
$10,000,000 plus any monthly fees then owing on account of its
unpaid fees under the engagement letter.

               Oberon Approved as Investment Banker

The Court authorized Ablest Inc., et al., to employ Oberon
Securities, LLC, as investment banker and financial advisor.
Oberon has agreed to a cap of $3,500,000 for its postpetition
monthly fees and its cash compensation on account of the
transaction, the equity financing fee and the special financing
fee only upon satisfaction of these conditions: (i) the entry of
an order approving the application; (ii) the consummation of the
Plan before May 31, 2014; and (iik) Oberon's receipt in cash on of
before the effective date of the plan of the sum of $3,500,000 on
account of its unpaid fees under the engagement letter.

To the best of the Debtors knowledge, Oberon is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       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.

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

U.S. Trustee for Region 3 was unable to appoint a committee of
unsecured creditors.


ACCIPITER COMMUNICATIONS: Files Schedules of Assets & Liabilities
-----------------------------------------------------------------
Accipiter Communications, 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               $762,000.00
  B. Personal Property        $30,488,731.39
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $20,755,214.17
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $339,125.97
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $534,486.39
                                 -----------      -----------
        TOTAL                 $31,250,731.39   $21,628,826.53

                 About Accipiter Communications

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

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

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

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

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

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors:

      1. Olsson Frank Weeda Terman Matz, PC
         Attn: Stewart Fried
         600 New Hampshire Avenue, N.W.
         Washington, D.C. 20037
         Tel: (202) 518-6371
         Fax: (202) 234-3550
         E-mail: sfried@ofwlaw.com

      2. One Call Locators, Ltd.
         Attn: Matthew Decker
         60 State Street, Suite 201
         Peoria, IL 61602
         Tel: (309) 673-7648
         Fax: (309) 673-7768
         E-mail: accounting@elmllc.com

      3. Talus Development Corporation
         Attn: Stan Craft
         1742 West Grant Street
         Phoenix, AZ 85007
         Tel: (602) 256-2565
         Fax: (602) 256-2660
         E-mail: stancraft@talusdevelopment.com

The Committee retained Stinson Leonard Street LLP as counsel.


AFFIRMATIVE INSURANCE: Shareholders Elect Eight Directors
---------------------------------------------------------
Affirmative Insurance Holdings, Inc., held its annual meeting of
shareholders at the Company's Addison, Texas offices, on May 29,
2014, at which the stockholders elected each of Thomas C. Davis,
Nimrod T. Frazer, Mory Katz, Michael J. McClure, Eric Rahe, David
I. Schamis, Robert T. Williams, Jr. and Paul J. Zucconi as a
director, to serve until the Company's next annual meeting of
shareholders and until his successor is duly elected and
qualified.  In addition: (i) the appointment of KPMG LLP as the
Company's independent registered public accounting firm for 2014
by the Company's Audit Committee was ratified, and (ii) a "say-on-
pay" resolution approving the compensation of the Company's named
executive officers was approved on a non-binding, advisory basis.

Amendment of a Material Agreement

On May 22, 2014, Affirmative Insurance Company (AIC), an
indirectly held, wholly-owned subsidiary of Affirmative Insurance
Holdings, Inc., entered into Addendum No. 2 and four Endorsements,
one with each reinsurer, all of which are effective Dec. 31, 2013,
to the Quota Share Reinsurance Contract which commenced on
Dec. 31, 2013 (QS Agreement).

Under the Addendum and each Endorsement, AIC will still receive a
provisional ceding commission of 28.0 percent of the gross net
written premium income ceded, which is subject to adjustment
starting 18 months after inception of the QS Agreement.  Each
Endorsement amends the adjustment to the provisional ceding
commission.  The ceding commission may be increased or decreased
based upon the ratio of losses incurred to net premiums earned;
provided that the provisional ceding commission may not be
decreased below a minimum of 22.0 percent, as follows:

   * For the first quarter of 2014, if the loss ratio is 73.0% or
     greater, the adjusted commission rate is 22.0%.  The ceding
     commission increases by 100% of the difference in percentage
     points between 73.0% and the actual loss ratio below 73.0%.
     Under three of the Endorsements, the maximum ceding
     commission is 95.0% and under one of the Endorsements, the
     maximum ceding commission is 40.0%.

   * For the second quarter of 2014, the adjusted commission rate
     is 22.0% if the loss ratio is either 71.0% or greater under
     three of the Endorsements, or 69.0% or greater under the
     remaining Endorsement.  The ceding commission increases by
     100% of the difference in percentage points between 71.0% or
     69.0%, respectively, and the actual loss ratio.  The maximum
     ceding commission is 93.0% under two of the Endorsements,
     91.0% under one Endorsement, and 38.0% under the final
     Endorsement.

Three of the Endorsements terminate on July 1, 2014, and one
terminates on Jan. 1, 2015.

Affirmative Insurance furnished the U.S. Securities and Exchange
Commission a copy of a presentation given by the Company on
Thursday, May 29, 2014, at its annual meeting of stockholders, a
copy of which is available for free at http://is.gd/T8frOS

                    About Affirmative Insurance

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

Affirmative Insurance reported net income of $30.71 million on
$246.12 million of total revenues for the year ended Dec. 31,
2013, as compared with a net loss of $51.91 million on $209.76
million of total revenues in 2012.  As of Dec. 31, 2013, the
Company had $386.84 million in total assets, $489.73 million in
total liabilities and a $102.89 million total stockholders'
deficit.

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


ALLEN MEMORIAL CHURCH: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Allen Memorial Church of God in Christ, Inc.
        132 Crary Avenue
        Mount Vernon, NY 10550

Case No.: 14-22773

Chapter 11 Petition Date: May 30, 2014

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

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  ARLENE GORDON-OLIVER, P.C.
                  199 Main Street, Suite 203
                  White Plains, NY 10601
                  Tel: (914) 683-9750
                  Fax: (914) 683-9754
                  Email: ago@gordonoliverlaw.com

Total Assets: $7.06 million as of April 2014

Total Liabilities: $2.49 million as of April 2014

The petition was signed by Reverend Carlton C. Spruill, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/NYSB14-22773.pdf


ALLIED IRISH: Confirms Executive Director Appointment
-----------------------------------------------------
Allied Irish Banks p.l.c. confirmed the appointment of Mark
Bourke, chief financial officer, to its Board as executive
director with immediate effect.  Mr. Bourke joined the bank on
May 7, 2014.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

Allied Irish reported a loss of EUR1.59 billion on EUR1.34 billion
of net interest income for the year ended Dec. 31, 2013, as
compared with a loss of EUR3.55 billion on EUR1.10 billion of net
interest income in 2012.  Allied Irish incurred a net loss of
$2.32 billion in 2011.

At Dec. 31, 2013, the Company had EUR117.73 billion in total
assets, EUR107.24 billion in total liabilities and EUR10.49
billion in total shareholders' equity.


AMERICAN APPAREL: Dov Charney Reports 27.2% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Dov Charney disclosed that as of March 31,
2014, he beneficially owned 47,209,406 shares of common stock of
American Apparel, Inc., representing 27.2 percent based on the
Issuer having 173,497,302 shares of Common Stock outstanding as of
May 1, 2014, based on information set forth in the Issuer's
quarterly report on Form 10-Q for the quarterly period ended
March 31, 2014, filed with the SEC on May 12, 2014. of the shares
outstanding.  The amendment was filed to show the change in
percentage of beneficial ownership held by the reporting person as
a result of the change in outstanding shares of Common Stock of
the Issuer.   A full-text copy of the regulatory filing is
available for free at http://is.gd/tVJ6iS

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $333.75 million in total
assets, $411.15 million in total liabilities and a $77.40 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


AMSURG CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Nashville, Tenn.-based surgery center operator
AmSurg Corp. on CreditWatch with negative implications following
the company's announcement that it plans to acquire Sheridan
Healthcare for $2.35 billion.  S&P expects the transaction will be
financed with a significant amount of debt.

"The CreditWatch listing reflects our expectation that leverage
will rise above 5x as a result of the acquisition, prompting a
revision of the financial risk profile to "highly leveraged".
AmSurg's adjusted leverage was 3.7x at March 31, 2014, and we
viewed financial risk as "significant"," said credit analyst Tulip
Lim.

S&P expects to resolve its CreditWatch listing when AmSurg's
financing plans are finalized.  S&P will also reassess the
company's business risk profile.  It is possible that S&P could
lower the corporate credit rating by more than one notch, but it
is unlikely that S&P would lower it by more than two notches.


AMERICAN COMMERCE: Incurs $169,000 Net Loss in Fiscal 2014
----------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its annual report disclosing a net loss of
$169,061 on $2.66 million of net sales for the year ended Feb. 28,
2014, as compared with a net loss of $5,791 on $2.35 million of
net sales during the prior year.

The Company's balance sheet at Feb. 28, 2014, showed $4.85 million
in total assets, $3.26 million in total liabilities and $1.58
million in total stockholders' equity.

Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2014.  The independent auditors noted
that the Company has recurring losses resulting in an accumulated
deficit and is in default of several notes payable.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

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

                         http://is.gd/9nzL6i

                        About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.


AMERICAN POWER: Revises Report on Notes Amendments
--------------------------------------------------
American Power Group Corporation amended its current report on
Form 8-K filed with the Securities and Exchange Commission on
May 2, 2014, to correct certain information concerning the makers
of the promissory notes and the amendments thereto described in
the original Form 8-K.

On April 30, 2014, American Power entered into an amended and
restated unsecured promissory note with the Allen Kahn Revocable
Trust AKA Allen Kahn, M.D., Revocable Trust.  The amended and
restated note extended the maturity date of the original note to
Sept. 30, 2014, modified the payment provisions of the note and
waived any prior defaults under that note.

On April 30, 2014, American Power Group, Inc., a wholly owned
subsidiary of American Power Group, entered into an amendment to
an existing promissory note with Lyle Jensen.  The amendment
extended the maturity date of the promissory note to Sept. 30,
2014, and waived any prior defaults under the promissory note.

On April 30, 2014, American Power Group Corporation entered into
an amendment to an existing promissory note with Charles Coppa.
The amendment extended the maturity date of the promissory note to
Sept. 30, 2014, and waived any prior defaults under the promissory
note.

                      About American Power Group

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

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


AMERICAN RESIDENTIAL: S&P Raises CCR to 'B' & Removes from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Memphis, Tenn.-based American Residential
Services LLC to 'B' from 'B-'.  S&P is removing all ratings on
American Residential from CreditWatch, where it had placed them
with positive implications on May 9, 2014.

S&P is also assigning its 'B' issue-level rating to the company's
proposed $50 million first-lien revolving credit and $150 million
first-lien term loan.  The recovery rating is '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery for
noteholders in the event of a payment default.

Upon completion of the proposed refinancing transaction and
repayment of existing debt issues, S&P expects to withdraw its
ratings on the company's $165 million senior secured second-lien
notes due 2015 and its rating on the company's $50 million senior
secured holding company notes.

"The one-notch upgrade reflects our view that American
Residential's business risk profile has strengthened and its
financial flexibility has improved," said Standard & Poor's credit
analyst Linda Phelps.

S&P has revised its assessment of the company's business risk
profile to "weak" from "vulnerable" as it believes the company's
competitive position as one of the largest service providers
within the highly fragmented heating, ventilation, air
conditioning (HVAC) and plumbing segments has strengthened, as
evidenced by improved operating performance and growth in its key
customer relationships.

"We also believe the company's credit measures will improve
following completion of the proposed recapitalization in
conjunction with the recent acquisition of the company by
financial sponsor firm Charlesbank Capital Partners LLC.  While we
continue to assess the company's financial risk profile as "highly
leveraged," we believe the company will have greater flexibility
to invest in and pursue its growth strategies under the new
capital structure.  In particular, with new equity invested by
Charlesbank and the senior management team, we expect debt-to-
EBITDA leverage to decline to the low 5x area from about 6x for
the 12 months ended March 31, 2014. (American Residential is
privately held and does not publicly disclose its financial
statements.)," S&P said.

The outlook is stable.  S&P expects the company's operating
performance to remain relatively stable, supported by its
expectation for continued growth in its business as a national
service provider and greater financial flexibility to invest in
the growth of the business.  S&P will look for the company to
maintain leverage in the 5x to mid-6x range to maintain the stable
outlook.

S&P could lower its ratings if liquidity becomes constrained or
debt-to-EBITDA leverage approaches 7x, possibly as a result of
weaker than anticipated operating performance or a more aggressive
financial policy that could include material debt-financed
acquisitions or shareholder distributions.  S&P estimates that pro
forma debt levels would need to increase by about $50 million at
current EBITDA levels; or EBITDA would need to decline over 25%
assuming stable debt levels.

Alternatively, S&P could raise its rating if it believes the
company will be able to sustain leverage in the mid-4x area, in
line with an "aggressive" financial risk profile.  S&P estimates
that EBITDA would need to increase by about 15% from current
levels assuming stable debt level; or debt would need to be
reduced by over $30 million at current EBITDA levels.  S&P views
this unlikely given the company's acquisition growth strategy.


AURA SYSTEMS: Delays Fiscal 2014 Form 10-K
------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the period ended
Feb. 28, 2014.

"The registrant's Annual Report on Form 10-K could not be filed on
or before the prescribed due date, May 29, 2014, without
unreasonable effort and expense, as it has not finalized the
narrative disclosures for inclusion in Form 10-K.  The Registrant
intends to complete the 2014 Form 10-k as soon as possible, but in
no event no later than fifteen days from the original due date for
its 2014 Form 10-K," stated Melvin Gagerrman, chief executive
officer of Aura Systems.

                         About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.

As reported in the TCR on June 18, 2013, Kabani & Company, Inc.,
in Los Angeles, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Feb. 28, 2013.  The independent auditors noted that the Company
has historically incurred substantial losses from operations, and
the Company may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next 12 months.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


AXION INTERNATIONAL: Amends Tender Offer Statement
--------------------------------------------------
Axion International Holdings, Inc., amended its tender offer
statement on Schedule TO filed with the U.S. Securities and
Exchange Commission relating to the Company's offer to exchange
warrants to purchase no par value shares of common stock of the
Company for shares of common Stock.  The number of shares of
Common Stock exchanged for the Warrants will equal 14.17707 shares
for every $10.00 of value attributed to the Warrants tendered in
exchange.  The value of the Warrants will be based upon the Black-
Scholes Option Pricing Model with the value assigned to the
Company's outstanding Warrants set forth on Schedule A to the
Offer to Exchange, upon the terms and conditions and subject to
the conditions described in the Offer to Exchange and in the
related Letter of Transmittal.

The tender offer is being made to all holders of the Company's
outstanding Warrants none of which are publicly traded Warrants.
These Warrants have been issued between Dec. 11, 2008, and
April 8, 2014.  The Warrants are currently exercisable for
47,660,256 shares of common stock.

A copy of the amended Schedule TO is available for free at:

                        http://is.gd/vNSq2D

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

AXION International reported a net loss of $24.19 million on $6.63
million of revenue in 2013, compared to a net loss of $5.43
million on $5.34 million of revenue in 2012.  As of March 31,
2014, the Companyhad $16.53 million in total assets, $34.37
million in total liabilities, $6.94 million in 10% convertible
preferred stock and a $24.78 million total stockholders' deficit.

Following the 2013 results, BDO USA, LLP, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and has working capital and net capital deficiencies.
BDO USA, LLP also issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.


BALL CORPORATION: Myanmar Plant No Impact on Moody's Ba1 CFR
------------------------------------------------------------
Moody's Investors Service says that Ball Corporation's plan to
build a one-line beverage can manufacturing plant in Myanmar has
no immediate impact on Ball's Ba1 corporate family rating, stable
outlook, and other instrument ratings. However, the new facility
will strengthen Ball's beverage can presence in a relatively
faster growing market. The company will align the new plant's
capacity with the local filling needs of Coca-Cola Pinya Beverages
and other local, regional, and multi-national customers.

Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal packaging, primarily for beverages, foods and household
products, and a supplier of aerospace and other technologies and
services to government and commercial customers. Revenue for the
twelve month period ended March 31, 2014 totaled approximately
$8.5 billion.


BANKFIELD HOLDING: Is Insolvent, Part Owner Claims
--------------------------------------------------
Lauren Sausser at The Post and Courier reports that one of three
men who owns a stake in Nason Medical Center in Charleston, South
Carolina, claims its parent company is insolvent, that the
business is unable to pay outstanding bills in excess of $1.2
million and that its chief executive officer has manipulated
accounts to distort their true value.

The report says the allegations are outlined in a lawsuit filed in
Charleston County court last month by Fariborz Ghadar, who owns a
third of Bankfield Holding Company -- a limited liability company
established in 2008.  Bankfield finances five Nason Medical
Centers in the Lowcountry.

According to the report, Dr. Barron Nason and CEO Bob Hamilton,
who also each own one-third of Bankfield, filed a suit against
Ghadar in January for attempting to "create financial distress,"
for making "unreasonable demands" and acting "in an
unprofessional, crass and abusive manner to key employees."

In turn, the report says, Mr. Ghadar filed a countersuit against
his partners. The Post relates that Ghadar claims that Mr.
Hamilton repeatedly attempted to misrepresent the value of the
company by as much as $300,000 to make it appear more profitable
than it actually was. He also said Mr. Hamilton fired a former
human resources director after she advised the partners that the
company was not "properly paying overtime to Bankfield's physician
assistants," according to the complaint cited by the Post and
Courier.

The Post relates that the countersuit claims Mr. Hamilton admitted
in several emails that he is not qualified to manage Bankfield's
financial affairs and that Hamilton agreed that "Nason needed to
be bought out of the company."

"It's an internal business dispute that they're working through,"
the report quotes attorney Brian Duffy, who represents Nason and
Hamilton, as saying. "None of this is a threat to the operations
-- it's just ironing out issues among the partners."

The Post adds that Mr. Ghadar filed a separate lawsuit against
Mr. Hamilton in federal court on April 16, claiming Mr. Hamilton
owes him $1.3 million for a loan issued in 2012.  Mr. Hamilton
denied the allegations, had requested a jury trial and filed a
countersuit in federal court, The Post and Courier reports.


BEATS ELECTRONICS: Moody's Places B2 Rating on Review for Upgrade
-----------------------------------------------------------------
Moody's Investors Services placed the ratings of Beats
Electronics, LLC ("Beats") under review for upgrade, including the
company's B2 Corporate Family Rating ("CFR"), B2-PD Probability of
Default Rating ("PDR") and B1 senior secured instrument ratings
(term loan and revolver). This action follows the company's
announcement that it has entered into an agreement to be acquired
by Apple Inc. (Aa1 stable) in a transaction valued at
approximately $3 billion.

The proposed $3 billion acquisition is subject to regulatory
approval. Apple expects to fund the proposed acquisition with $2.6
billion in cash and another $400 million that will vest over time.
Beats expects the transaction to close sometime next quarter.

"The transaction is clearly credit positive for Beats in Moody's
view," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. In Moody's view, the combined Apple/Beats
company will have the broadest streaming and download rights of
any online music services, and adding Jimmy Iovine and Dr. Dre to
senior management roles at Apple will deepen the company's
relationships within the music industry.

Moody's believes that there will be modest revenue growth
opportunities for Apple to increase Beats' headphone sales by
introducing them to new markets. But the greatest benefit in
Moody's view would come from an improved cost structure by being
integrated into Apple's world class supply chain.

Rating under review for upgrade:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

$225 million senior secured term loan due 2018 at B1 (LGD3, 36%)

$75 million senior secured revolver due 2018 at B1 (LGD3, 36%)

Ratings Rationale

Moody's expects that at closing, Beats' $300 million credit
facility will be extinguished and Beats' ratings will be
withdrawn.

Beats' B2 CFR reflects its fast expanding product offering,
limited scale with revenue around $1 billion and the risks
associated with the sustainability of revenue and earnings growth
given its limited operating history and high business risk. The
rating benefits from the increasing popularity and recognition of
the company's "Beats by Dr. Dre" brand name, leading market share
in the premium headphone segment, increasing market presence of
streaming music and solid credit metrics.

Beats Electronics, LLC ("Beats"), headquartered in Culver City,
CA, designs, manufactures, and sells over a dozen products
including headphones, earphones, and speakers, mainly under the
brand "Beats by Dr. Dre". The company was established in 2006.
Revenue for the year ended December 2013 was over $1 billion. The
Carlyle Group invested $500 million in Beats in October 2013. .

The principal methodology used in this rating was the Global
Consumer Durables Industry 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.


BEATS ELECTRONICS: S&P Puts 'B+' CCR on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed all of its
ratings on Santa Monica, Calif.-based Beats Electronics LLC,
including the 'B+' corporate credit rating, on CreditWatch with
positive implications, meaning it could raise or affirm the
ratings following the completion of the ratings agency's review.

"The CreditWatch placement follows the announcement that Apple
will purchase Beats for $3 billion in cash," said Standard &
Poor's credit analyst Stephanie Harter.

The transaction is expected to close before the end of September
2014.  S&P believes the transaction could improve Beats' credit
metrics by reducing its leverage.  Also, Beats' credit profile
would improve from being acquired by higher-rated Apple.

"We currently assess Beats' business risk profile as "weak" and
its financial risk profile as "significant."  Key credit factors
include the company's narrow product focus and exposure to
changing consumer preferences.  Favorable sales and earnings
growth prospects, strong brand awareness, an estimated No. 1
global market share, and improving product line and geographic
diversification offset some of these risks.  Credit measures are
currently stronger than the range of indicative ratios for a
significant financial risk profile, including year-end 2013
adjusted leverage of 2.6x. Beats' advertising, promotional, and
research and development expenses nearly tripled in 2013, which
had a negative impact on adjusted EBITDA margin and reflects the
potential for future volatility in earnings.  We expect EBITDA
margin improvement in 2014 relative to 2013, as we don't expect
such high levels of expenses relative to Beats' growing revenue
base to continue.  However, we recognize the company's need to
actively promote new products to defend market share," S&P noted.

S&P will resolve the CreditWatch when the acquisition is
completed.


BERRY PLASTICS: Files Conflict Minerals Report with SEC
-------------------------------------------------------
Berry Plastics Group, Inc., said it has conducted a good faith
reasonable country of origin inquiry regarding certain minerals
that are necessary to the functionality or production of its
products.  The specified minerals are gold, columbite-tantalite
(coltan), cassiterite and wolframite, including their derivatives,
which are limited to tantalum, tin and tungsten.  The "Covered
Countries" for the purposes of the Rule 13p-1 are the Democratic
Republic of the Congo, the Republic of the Congo, the Central
African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania,
Zambia and Angola.

The Company queried its suppliers, as part of its vender approval
process, on whether the raw materials sourced by the Company
contain any Conflict Minerals.  For those who supply Conflict
Minerals as part of their raw materials, the Company requires
yearly certification on whether the raw materials sourced by the
Company contain any Conflict Minerals.  For those suppliers that
state that they do supply Conflict Minerals, the Company requires
a completed Electronic Industry Citizenship Coalition-Global
eSustainability Initiative Conflict Minerals Reporting Template to
determine whether any of the Subject Minerals originated in the
Covered Countries and whether any of the Subject Minerals may be
from recycled or scrap sources.

Based on this reasonable country of origin inquiry, the Company
determined that the Subject Minerals did not originate in the
Covered Countries.

This information is publicly available at:

   http://www.berryplastics.com/catalog/content/corporate

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

As of Dec. 28, 2013, the Company had $5.26 billion in total
assets, $5.44 billion in total liabilities and a $183 million
stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BION ENVIRONMENTAL: To Issue 5-Mil. Shares Under Incentive Plan
---------------------------------------------------------------
Bion Environmental Technologies, Inc., registered with the U.S.
Securities and Exchange Commission 5 million shares of common
stock issuable under the Company's 2006 Consolidated Incentive
Plan.  The proposed maximum aggregate offering price is $5.7
million.  A full-text copy of the Form S-8 prospectus is available
for free at http://is.gd/h1z6P4

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

GHP HORWATH, P.C., in Denver, Colorado, 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 not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $6.92
million in total assets, $12 million in total liabilities, $22,900
of series B redeemable convertible preferred stock, and a $5.09
million total deficit.


BIOSCRIP INC: S&P Lowers CCR to 'B-' on First-Quarter Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on BioScrip Inc. to 'B-' from 'B', reflecting revised
expectations that FFO to debt will be strained through 2014 and
the company will remain in a cash flow deficit through 2014.  The
outlook is stable.

S&P also lowered the senior secured rating to 'B' from 'BB-' based
on revised recovery prospects.  S&P revised the recovery rating to
'2' from '1', indicating expectations of substantial recovery
(70%-90%) recovery in the event of a payment default.

S&P also lowered the issue-level rating on the company's unsecured
notes to 'CCC' from 'CCC+'.  The recovery rating is '6',
indicating expectations of negligible recovery (0%-10%) in the
event of payment default.

"The ratings on BioScrip reflect its "highly leveraged" financial
risk profile and "weak" business risk profile.  Our assessment of
BioScrip's financial risk profile reflects our expectation of
continued negative free cash flow generation through 2014, and
strained credit metrics, particularly FFO to debt," said credit
analyst Tahira Wright.  "Following the first quarter $200 million
debt refinancing, sale of its home health business for $60
million, and depressed EBITDA margins, we expect leverage to be
over 8.0x and FFO to debt less than 3% through 2014.  The "weak"
business risk profile reflects the company's narrow focus in the
infusion services market and challenges in managing costs and
working capital of an expanding business."

S&P's stable rating outlook on BioScrip reflects its expectation
that liquidity will be sufficient in 2014 to absorb expected cash
flow deficits and that operating performance, while weaker in 2014
than 2013, will stabilize.

Upside scenario

S&P would consider an upgrade if the company can demonstrate the
ability to generate free operating cash flow over a sustained
period.  Key factors that S&P will monitor include management of
working capital and the realization of cost reduction initiatives
resulting in a 200-basis-point increase in EBITDA margins.

Downside scenario

S&P would likely lower the rating if the company continues to
underperform and it believes the company's liquidity sources would
be depleted within 12 to 18 months.  This could occur if the
company continues to face working capital challenges and is unable
to control escalated costs.  In this case, this would likely
result in considerable borrowings on its revolver, limiting
available liquidity.


BLACKROCK ASSET: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Blackrock Asset Management LLC
        POB 2226
        Fort Lauderdale, FL 33303

Case No.: 14-22468

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. Raymond B Ray

Debtor's Counsel: Chad T Van Horn, Esq.
                  VAN HORN LAW GROUP, P.A.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: 954-765-3166
                  Fax: 954-756-7103
                  Email: Chad@cvhlawgroup.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark A. Papp, authorized individual.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-22468.pdf


BUDD CO: Section 341(a) Meeting Scheduled Today
-----------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, will convene a
meeting of creditors of The Budd Company, Inc., on June 2, 2014,
at 1:30 p.m. CDT at the Dirksen Federal Building, 219 S. Dearborn
Street, Room 804, Chicago, IL 60604.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About The Budd Company

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

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

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

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


BUILDERS FIRSTSOURCE: To Issue 5MM Shares Under 2014 Plan
---------------------------------------------------------
Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
5 million shares of common stock issuable under the Company's
2014 Incentive Plan for a proposed aggregate offering price of
$36.4 million.  A full-text copy of the prospectus is available
for free at http://is.gd/DrTY8U

                     About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $42.69 million on $1.48 billion of sales for the
year ended Dec. 31, 2013, as compared with a net loss of $56.85
million on $1.07 billion of sales in 2012.  The Company incurred a
$64.99 million net loss in 2011.

The Company's balance sheet at March 31, 2014, showed $542.80
million in total assets, $530.20 million in total liabilities and
$12.59 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.

In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource, Inc.'s ("BLDR") Corporate Family
Rating to B3 from Caa1.  The upgrade reflects Moody's expectation
that BLDR's operating performance will continue to benefit from
improved housing construction, repair and remodeling.


CAESARS ENTERTAINMENT: Moody's Cut 1st Lien Debt Rating to Caa2
---------------------------------------------------------------
Moody's Investors Service lowered the rating on Caesars
Entertainment Operating Company Inc.'s first lien debt to Caa2
from Caa1 and assigned a Speculative Grade Liquidity rating of
SGL-3. Moody's also assigned a Caa2 rating to CEOC's proposed
$1.75 million first lien term loan B-7 due 2017. The company's
Caa3 Corporate Family rating and Caa3-PD Probability of Default
ratings are affirmed.

"Despite an improvement in near-term liquidity, our long term
rating remains unchanged reflecting our view that CEOC will
eventually have to pursue a debt restructuring that will lead to
creditor losses," said Moody's analyst, Peggy Holloway.

Ratings Rationale

The SGL rating reflects adequate liquidity. Moody's estimates CEOC
has sufficient cash on hand to fund operating losses through 2015
and can remain in compliance with its financial covenant --
pending closing of a proposed amendment that will relax the
covenant level. CEOC's cash balances increased as a result of
the recent closing of its previously announced asset sales to
Caesars Growth Properties Holdings for net proceeds of
approximately $1.8 billion. In the absence additional refinancing
activity, the SGL-3 rating will likely drop to SGL-4 given the
company's cash burn and 2016 debt maturities that approximate $1.7
billion in 2016.

The downgrade of the first lien debt reflects the anticipated
closing the $1.75 billion B-7 term loan that will result in a net
increase in first lien debt of approximately $921 million and a
$1.0 billion reduction in junior ranking debt. Pursuant to Moody's
Loss Given Default Methodology, this change in the relative amount
of first lien debt relative to junior ranking debt causes our
estimate of loss given default on the first lien debt to increase
to LGD 2, 29% from LGD 2, 26%.

The affirmation of CEOC's Caa3 CFR reflects the company's very
high leverage -- Moody's estimates debt/EBITDA post asset sale is
around 19 times -- and an inability to cover cash interest and
maintenance capital spending needs.

The negative rating outlook reflects Moody's view that CEOC will
pursue a debt restructuring in the next year. Ratings could be
lowered if CEOC does not take steps to address it unsustainable
capital structure. Ratings improvement is not expected unless
there is a significant reduction in CEOC's $18 billion debt load.

Caesars Entertainment Operating Company, Inc

Ratings affirmed:

Corporate Family rating at Caa3

Probability of Default rating at Caa3-PD

Negative Rating Outlook

Ratings Assigned:

Proposed $1.75m Term Loan B at Caa2, (LGD2, 29%)

Speculative Grade Liquidity Rating at SGL-3

Ratings downgraded:

Senior secured guaranteed revolving credit facility to Caa2,
(LGD2, 29%) from Caa1, (LGD2, 26%)

Senior guaranteed term loans B4-B6 to Caa2, (LGD2, 29%) from Caa1,
(LGD2, 26%)

Senior secured guaranteed notes to Caa2, (LGD2, 29%) from Caa1,
(LGD2, 26%)

Ratings downgraded and to be withdrawn upon closing:

Senior guaranteed term loans B1-B3 to Caa2, (LGD2, 29%) from Caa1,
(LGD2, 26%)

Ratings affirmed and assessments updated:

Senior unsecured guaranteed by operating subsidiaries and CEC to
Ca, (LGD 6, 94%) from Ca, (LGD 6, 93%)

Senior unsecured debt guaranteed by CEC to Ca, (LGD 6, 94%) from
Ca, (LGD 6, 93%)

Harrah's Escrow Corporation and Caesars Operating Escrow, LLC
assumed by CEOC

Rating downgraded:

Senior secured notes to Caa2, (LGD2, 29%) from Caa1, (LGD2, 26%)

Ratings affirmed and assessments updated:

Senior secured second priority notes to Ca, (LGD5, 79%) from Ca,
(LGD 5, 75%)

The principal methodology used in these ratings was the Global
Gaming 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.
Please see the Credit Policy page on www.moodys.com for a copy of
these methodologies.

Caesars Entertainment Operating Company is a subsidiary of Caesars
Entertainment Corporation. CEOC, excluding unrestricted
subsidiaries, generated approximately $4.9 billion for the last
twelve months ended 12/31/2013.


CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.47 cents-on-the-dollar during the week ended Friday, May 30,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.50 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CANCER GENETICS: Plans to Sell $100 Worth of Securities
-------------------------------------------------------
Cancer Genetics, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
offering by the Company of its common stock, preferred stock,
warrants and units, having an aggregate offering price of up to
$100,000,000.  The Company may offer and sell these securities
separately or together in any combination.  The Company may offer
and sell these securities to or through underwriters, directly to
investors or through agents.

The Company's common stock is listed on the on The NASDAQ Capital
Market and traded under the symbol "CGIX."  The last reported
sales price of the Company's common stock on The NASDAQ Capital
Market on May 28, 2014, was $11.68 per share.

A full-text copy of the Form S-3 prospectus is available at:

                        http://is.gd/eV16Ud

                        About Cancer Genetics

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

Cancer Genetics reported a net loss of $12.37 million in 2013
following a net loss of $6.66 million in 2012.

As of March 31, 2014, the Company had $53.08 million in total
assets, $9.44 million in total liabilities and $43.63 million in
total stockholders' equity.


CANCER GENETICS: John Pappajohn Reports 23.3% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, John Pappajohn disclosed that as of May 29,
2014, he held 1,138,232 common shares and his spouse, Mary
Pappajohn, held 200,000 common shares of Cancer Genetics, Inc.  In
addition, as of May 29, 2014, Mr. Pappajohn held warrants to
purchase an aggregate of 1,066,013 Common Shares and options to
purchase an aggregate of 15,000 Common Shares.

Mr. Pappajohn possesses the sole power to vote and the sole power
to direct the disposition of all securities of the Company
beneficially owned by him and his spouse.  As a result of the
foregoing, as of May 29, 2014, Mr. Pappajohn may be deemed to
beneficially own 2,419,245 Common Shares, or 23.3 percent of the
Common Shares deemed issued and outstanding.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/N0Y4rq

                       About Cancer Genetics

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

Cancer Genetics reported a net loss of $12.37 million in 2013
following a net loss of $6.66 million in 2012.

As of March 31, 2014, the Company had $53.08 million in total
assets, $9.44 million in total liabilities and $43.63 million in
total stockholders' equity.


CASA PLAYA: Two Execs Face Fraud Charges Relating to Bankruptcy
---------------------------------------------------------------
Trina Berlo at the Wasaga Sun reports that two residents from
Richmond Hill, in Ontario, Canada, are facing charges in
connection with alleged fraud relating to the bankruptcy of Casa
Playa, a sportswear store at Wasaga, Ontario's main beach.

The Wasaga Sun relates that the allegations relate to unpaid
purchases of beachwear from several national distributors, the
misappropriation of sales proceeds at the storefronts, the
disappearance of store inventory, and other abuses of the
bankruptcy process.

According to the report, the RCMP Toronto North Financial Crimes
Unit in collaboration with the Ontario Region Special
Investigation Unit of the Office of the Superintendent of
Bankruptcy charged two corporate directors with offences under the
Bankruptcy and Insolvency Act and the Criminal Code.

The Wasagan Sun says Sasan Manouchehri, 37, of Richmond Hill has
been charged with fraudulent disposition of bankrupt's property,
fraudulent concealment or removal of bankrupt's property, failure
to comply with duties of a bankrupt, engage in trade and fail to
disclose undischarged bankruptcy, false pretenses over $5,000 and
fraud over $5,000.

The charges are in relation to events surrounding the October 2012
bankruptcy of Casa Playa, numbered company 1780341 Ontario Inc.,
the report relates.

More than 40 creditors, many represented by the Sports Industry
Credit Association in Montreal, were left unpaid approximately
$956,000, in large part from Manouchehri's dishonoured cheques,
the Wasaga Sun discloses.

Hashim Ispahany, 69, of Richmond Hill, is charged with false claim
by creditor, the report says.

The accused made first appearance at the Ontario Court of Justice
in Newmarket on May 23, the report adds.


CEDAR FAIR: Moody's Rates $450MM Senior Unsecured Notes 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Cedar Fair,
L.P.'s (Cedar Fair) proposed $450 million senior unsecured notes
due 2024. The Ba3 Corporate Family Rating (CFR) and all other debt
ratings are unchanged as is the stable outlook.

Cedar Fair plans to use the proceeds to refinance its existing
9.125% senior unsecured notes due 2018 and pay redemption
premiums, accrued interest, and transaction expenses. The proposed
offering increases debt by $45 million but is expected to lead to
interest expense savings of approximately $10 to $15 million
annually. Moody's anticipates that some of the interest expense
savings will be distributed to unit holders over time through
higher distributions.

The existing B1 rating on the 9.125% senior unsecured note will be
withdrawn upon repayment.

A summary of Moody's ratings are as follows:

    Issuer: Cedar Fair, L.P.

    $450 million proposed Senior Unsecured notes due 2024,
Assigned a B1, LGD5 - 74%

    Corporate Family Rating, Unchanged at Ba3

    Probability of Default Rating, Unchanged Ba3-PD

    Senior Secured Bank Credit Facility, Unchanged at Ba1 (LGD2-
18%) updated from (LGD2-19%)

    $500 million Senior Unsecured notes due 2021, Unchanged at B1,
(LGD5-74%) updated from (LGD5-75%)

    Outlook, stable

Ratings Rationale

Cedar Fair's Ba3 CFR reflects good operating cash flow, a strong
EBITDA margin generated from its portfolio of regional amusement
parks, moderate leverage, Master Limited Partnership (MLP)
distribution payout, and exposure to discretionary consumer
spending. Also included in the rating is the seasonality of the
company with the vast majority of business occurring between
Memorial Day and Labor Day each year which increases sensitivity
to weather conditions or any disruptions to performance.
Operations and substantial attendance (23.5 million in 2013) are
supported by experienced park management teams and high entry
barriers. Sizable re-investment is necessary to maintain a
competitive service offering as attendance is exposed to
competition from a wide variety of other leisure and entertainment
activities as well as cyclical discretionary consumer spending.
Debt-to-EBITDA leverage (4.1x as of Q1 2014 incorporating Moody's
standard adjustments) is moderate, and has declined from 5.2x in
2009. Moody's projects debt-to-EBITDA leverage to decrease to
about 3.7x in 2014 from EBITDA growth. However, distributions to
unit holders under the MLP structure (Cedar Fair previously
announced it is increasing its annual per unit distribution to
$2.80 from $2.50) consume the majority of cash flow and are
aggressive. Moody's believes management's target of sustaining
debt-to-EBITDA leverage at less than 4x (excluding Moody's
standard adjustments) is designed to provide flexibility to
support the distribution in a range of economic environments.

Cedar Fair's SGL-2 speculative-grade liquidity rating reflects its
good liquidity position over the next 12 months supported by
modest projected free cash flow (after distributions) and good
covenant headroom. Moody's projects Cedar Fair will generate
roughly $30 million of free cash flow over the next year (after
interest, $145 million of capital expenditures, and $156 million
in distributions). This factors in Cedar Fair's plan for
incremental capital spending in 2014 in addition to its normal
capital spending level (targeted at a 9% of net revenue range).

Cedar Fair is reliant on its $255 million revolvers (expires
February 2018) to cover seasonal cash needs. The cash balance as
of Q1 2014 is $9 million and the revolver has $55 million drawn
with $16 million of letters of credit outstanding. The maximum
amount the revolver was drawn in 2013 was $123 million although
Moody's anticipates it will be below that level in 2014 and 2015
given the improved performance of the company. Moody's projects
Cedar Fair will maintain about $150 million of unused capacity
under its revolvers around the peak in seasonal cash needs in
April-May.

The stable rating outlook incorporates Moody's expectation of low
to mid single digit revenue growth and mid single digit EBITDA
growth as well as Moody's view that Cedar Fair will maintain a
good liquidity position and continue to generate meaningful cash
flow. Moody's expect material distributions to equity holders to
continue to rise based on earnings growth. Despite Moody's
expectation for debt to remain constant in 2014, Moody's expect
EBITDA growth to lead to debt-to-EBITDA levels at 3.7x by the end
of 2014.

The MLP structure and likelihood that management will direct cash
to unit holders over time constrains the ratings. A debt-to-EBITDA
ratio below 3.5x on a sustained basis could lead to an upgrade if
the board of directors demonstrated a commitment to maintaining
leverage below that level. EBITDA less capex-to-interest above
3.0x and CFO less capex-to-debt sustained above 10% would also be
required for an upgrade. Performance ahead of plan by itself will
not likely warrant positive rating movement given expectations
that a majority of excess cash flow after capital expenditures and
required debt service would benefit unit holders through increased
distributions, rather than creditors.

Weak operating performance, debt funded equity repurchases,
distributions or acquisitions that led to leverage above 4.5x
would likely put negative pressure on the ratings. CFO less capex-
to-debt to a level below 7% or EBITDA less capex to interest below
2.0x could also put downward pressure on the ratings. A
deterioration in liquidity due to increasing revolver usage (above
seasonal draw downs), failure to maintain sufficient EBITDA
cushion under financial covenants, or anticipated difficulty
addressing maturities could also result in a downgrade.

Cedar Fair, L.P.'s ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Cedar Fair, L.P.'s core
industry and believes Cedar Fair, L.P.'s ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Cedar Fair, L.P. (Cedar Fair), headquartered in Sandusky, Ohio, is
a publicly traded Delaware master limited partnership (MLP) formed
in 1987 that owns and operates 11 amusement parks, three outdoor
water parks, one indoor water park, and five hotels in the U.S.
and Canada. Properties include Cedar Point (OH), Kings Island
(OH), Knott's Berry Farm (CA), and Canada's Wonderland (Toronto).
In June 2006, Cedar Fair acquired Paramount Parks, Inc. (Paramount
Parks) from CBS Corporation for a purchase price of $1.24 billion.
Cedar Fair's revenue for its fiscal year ended December 2013 was
approximately $1.1 billion.


CEDAR FAIR: S&P Assigns 'BB-' Rating to $450MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Ohio-based Cedar Fair
L.P.'s proposed $450 million senior unsecured notes due 2024 an
issue-level rating of 'BB-' (one notch below the corporate credit
rating), with a recovery rating of '5', indicating S&P's
expectation for modest (10% to 30%) recovery for lenders in the
event of a payment default.  Cedar Fair will use proceeds from the
notes to fully repay the outstanding principal of the company's
$405 million senior unsecured notes due 2018, to pay for early
redemption premiums and accrued interest, and to pay for fees and
expenses.

S&P also revised its recovery rating on Cedar Fair's existing
senior notes to '5' (10% to 30% recovery expectation) from '6' (0%
to 10% recovery expectation), and raised its issue-level rating on
the debt to 'BB-' from 'B+', in accordance with S&P's notching
criteria.

S&P continues to assess Cedar Fair's financial risk profile as
"significant," based on its forecast for adjusted leverage to
remain at about 3.5x in 2014.  The notes issuance will increase
debt balances slightly, and we expect this to modestly reduce
interest expense.

RECOVERY ANALYSIS

   -- S&P attributes the revised recovery rating on the senior
      unsecured debt to its reassessment and increase of its
      estimated EBITDA at emergence, reflecting the start of a
      more normalized level of operating performance upon
      emergence from S&P's simulated bankruptcy.

   -- S&P's simulated default scenario contemplates a payment
      default in 2019, reflecting a substantial decline in cash
      flow, which is unlikely to occur over the longer term given
      Cedar Fair's current debt structure and S&P's view of the
      company's business risk profile as "fair."

   -- Under S&P's default scenario, a decline of this magnitude
      would likely require a significant loss of interest in and
      demand for the company's amusement parks, a prolonged
      economic downturn, and/or multiple years of unfavorable
      weather conditions at the parks.

   -- S&P assumes a reorganization following the default, using an
      emergence EBITDA multiple of 6x (consistent with the
      multiples S&P uses for other amusement park operators) to
      value the company.

Simulated default and valuation assumptions:

   -- Year of default: 2019
   -- EBITDA at emergence: $200 mil.
   -- EBITDA multiple: 6x

Simplified waterfall:

    Net enterprise value (after 7% admin. costs): $1.1 bil.
    -------------------------------------------------------
   -- Secured debt: $884 mil.
   -- Recovery expectation: 90% to 100%
   -- Senior unsecured debt: $977 mil.
   -- Recovery expectation: 10% to 30%

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Cedar Fair L.P.
Corporate Credit Rating              BB/Stable/--

New Rating

Cedar Fair L.P.
Canada's Wonderland Company
Magnum Management Corporation
Senior Unsecured
  $450M notes due 2024                BB-
   Recovery Rating                    5

Upgraded; Recovery Rating Revised
                                      To            From
Cedar Fair L.P.
Canada's Wonderland Company
Magnum Management Corporation
Existing Senior Unsecured Notes      BB-           B+
   Recovery Rating                    5             6


CELL THERAPEUTICS: Had $24.2MM Net Financial Standing at April 30
-----------------------------------------------------------------
Cell Therapeutics, Inc., reported an estimated and unaudited net
financial standing of of $24.2 million at April 30, 2014.  The
total estimated and unaudited net financial standing of CTI
Consolidated Group as of April 30, 2014, was $24.8 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $3.3 million as of April 30, 2014.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $3.7 million as of April 30, 2014.

During April 2014, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

As of April 30, 2014, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.

During the month of April 2014, the Company's common stock, no par
value, outstanding decreased by 8,854 shares.  Consequently, the
number of issued and outstanding shares of Common Stock as of
April 30, 2014, was 149,830,127.

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

                        http://is.gd/plxas6

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.
The Company's balance sheet at Dec. 31, 2013, showed $93.72
million in total assets, $37.50 million in total assets, $13.46
million in common stock purchase warrants and $42.75 million in
total shareholders' equity.

                            Going Concern

"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern.  Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our  December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to develop our business and satisfy
obligations as they become due.  The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future," the Company said in its annual report
for the year ended Dec. 31, 2013.

The Company also said it may not be able to maintain its listings
on The NASDAQ Capital Market and the MTA in Italy, or trading on
these exchanges may otherwise be halted or suspended.

"Maintaining the listing of our common stock on The NASDAQ Capital
Market requires that we comply with certain listing requirements.
We have in the past and may in the future fail to continue to meet
one or more listing requirements."

                          Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these licenses.  Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses.  We may not be able to meet our obligations under
these licenses.  If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company stated in the 2013 Annual Report.


CENTENE CORPORATION: Moody's Assigns (P)Ba2 Senior Debt Rating
--------------------------------------------------------------
Moody's Investors Service has assigned provisional debt ratings
(senior debt at (P)Ba2) to Centene Corporation's (Centene,
NYSE:CNC) new shelf registration statement. The outlook on the
ratings is stable. Centene maintains its shelf for general
corporate purposes, including meeting working capital
requirements, investments in its subsidiaries, financing
acquisitions, share repurchase, and debt refinancing. Moody's said
that the new shelf replaces Centene's previous shelf registration
statement filed in May 2011.

Ratings Rationale

Moody's Ba2 senior debt rating for Centene and Baa2 insurance
financial strength (IFS) ratings of four of its operating
subsidiaries are based primarily on the company's concentration in
the Medicaid market, acquisitive nature, and moderate level of
financial leverage, offset by its multi-state presence, expansion
into other healthcare product opportunities, relatively stable
financial profile and adequate capitalization. The rating also
reflects concerns with respect to the level of reimbursements to
Medicaid managed care companies as states fall under budgetary and
political pressures. According to the rating agency, while rate
increases have been under pressure over the last several years, it
appears that states have adhered to actuarial valuations in
determining reimbursement levels, including covering the industry
fee insurance companies are required to pay under the Affordable
Care Act. It should also be noted that the healthcare reform
legislation, which will increase the number of persons eligible
for Medicaid, has increased interest among states in Medicaid
managed care options, providing growth opportunities for Centene.

Moody's said that Centene's ratings could be upgraded if: 1)
EBITDA margins approach 4% on a consistent basis, 2) financial
leverage (debt to capital) is reduced to or below 30%, and 3) the
company successfully operates on the individual exchanges,
resulting in increased premium diversity. Moody's added that on
the other hand, the following could result in a rating downgrade:
1) loss or impairment of one or more additional Medicaid
contracts, 2), a loss or penalty associated with the exit from the
Kentucky Medicaid contract in excess of 15% of shareholders'
equity, 3) EBITDA interest coverage falling below 6x, or 4) Debt
to EBITDA ratio above 3x.

Moody's has assigned provisional debt ratings to securities that
may be issued under Centene's shelf registration statement with a
stable outlook as follows:

Centene Corporation - provisional senior unsecured debt shelf
rating at (P)Ba2; provisional subordinated debt shelf rating at
(P)Ba3.

Centene Corporation is headquartered in St. Louis, Missouri. For
the first three months of 2014 the company reported total revenues
of $3.5 billion with managed care membership as of March 31, 2014
of approximately 2.9 million. As of March 31, 2014 the company
reported shareholders' equity of approximately $ 1.4 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.

Regulatory Disclosures

For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in
relation to each rating of a subsequently issued bond or note of
the same series or category/class of debt or pursuant to a program
for which the ratings are derived exclusively from existing
ratings in accordance with Moody's rating practices. For ratings
issued on a support provider, this announcement provides certain
regulatory disclosures in relation to the rating action on the
support provider and in relation to each particular rating action
for securities that derive their credit ratings from the support
provider's credit rating. For provisional ratings, this
announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a
definitive rating that may be assigned subsequent to the final
issuance of the debt, in each case where the transaction structure
and terms have not changed prior to the assignment of the
definitive rating in a manner that would have affected the rating.

For any affected securities or rated entities receiving direct
credit support from the primary entity(ies) of this rating action,
and whose ratings may change as a result of this rating action,
the associated regulatory disclosures will be those of the
guarantor entity. Exceptions to this approach exist for the
following disclosures, if applicable to jurisdiction: Ancillary
Services, Disclosure to rated entity, Disclosure from rated
entity.

Regulatory disclosures contained in this press release apply to
the credit rating and, if applicable, the related rating outlook
or rating review


COLDWATER CREEK: Retains GA Keen to Auction Retail Leases
---------------------------------------------------------
GA Keen Realty Advisors, the real estate division of Great
American Group, Inc., has been retained, subject to bankruptcy
court approval, by women's clothing retailer Coldwater Creek Inc.
to market and auction 363+/- valuable retail leases located
nationwide.  Coldwater Creek filed for bankruptcy and announced
its decision to liquidate all of its stores earlier this year.

"These leaseholds represent a strategic opportunity for retailers
to acquire below market leases in many of the most desirable
Malls, Lifestyle Centers, Street and Factory Outlet locations
throughout the country.  A portfolio like this has not come on the
market in years," said GA Keen Realty Advisors Co-President,
Matthew Bordwin.  "As part its bankruptcy proceeding Coldwater
Creek controls the disposition process and has the ability to
assign its leases to other retailers.  As such, retailers should
contact us immediately if they are interested in any of the
available locations," added Mr. Bordwin.

The retail spaces range from 3,249 sq. ft. to 15,844 sq. ft.,
averaging approximately 5,600 sq. ft.  The leases are being
marketed pursuant to Bid Procedures that have been filed with the
bankruptcy court and remain subject to court approval.  The Bid
Procedures provide for a Bid Deadline of June 26th and an Auction
Date of July 8th.  However, offers are now being considered for
both individual stores and/or packages of multiple locations.

For more information about the available locations, including
rental rates and lease terms, call 646-381-9222 or email
Matthew Bordwin at mbordwin@greatamerican.com or Craig Fox at
cfox@greatmerican.com

                 About GA Keen Realty Advisors, LLC

Located in New York, GA Keen Realty Advisors --
http://www.greatamerican.com/keen-- provides real estate
analysis, valuation and strategic planning services, brokerage,
M&A, auction services, lease restructuring services and real
estate capital market services.

                 About Great American Group, Inc.

Great American Group -- http://www.greatamerican.com-- is a
provider of asset disposition and auction solutions, advisory and
valuation services, capital investment, and real estate advisory
services for an extensive array of companies.  The company has in-
depth experience within the retail, industrial, real estate,
healthcare, energy and technology industries. The corporate
headquarters is located in Woodland Hills, Calif. with additional
offices in Atlanta, Boston, Charlotte, N.C., Chicago, Dallas,
Melville, N.Y., New York, Norwalk, Conn., San Francisco, London,
Milan and Munich.

                     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.


"Ian brings accounting and financial expertise with superior
skills in corporate operations and control improvement," said
Competitive Technologies President & CEO Conrad Mir.  "We strongly
believe he can assist in the successful implementation of CTI's
corporate reengineering plan and Management's effort to increase
shareholder value.  He will be a great addition to the team."

Prior to joining CTI, Mr. Rhodes served as vice president, chief
accounting officer and treasurer with Arch Capital in White
Plains, NY, where he spearheaded Arch's International Financial
Reporting Standards (IFRS) implementation efforts and subsequently
provided oversight of SEC and GAAP technical accounting matters.
Earlier, Mr. Rhodes served as senior audit manager for
PricewaterhouseCoopers LLP in NYC and Los Angeles.  In that
capacity, he was lead manager for one of the three New York
Insurance Practice teams, assisting practice leaders to set
practice direction, deploy resources and address other practice
matters.  He managed teams of more than 20 professionals across
multiple locations.

Mr. Rhodes has a Bachelor of Science degree in Business
Administration from Seton Hall University.

The Company does not have an employment agreement with Mr. Rhodes.
However, in connection with Mr. Rhodes' appointment, the Company
and Mr. Rhodes have agreed to terms to be memorialized in an
agreement.  The agreed upon terms include a base salary of
$160,000 per annum, bonus eligibility equal to 30 percent of Mr.
Rhodes' base salary, payable annually, subject to meeting goals
and objectives created by the Company's Board of Directors.
Additionally, Mr. Rhodes will be granted 300,000 stock options.
These terms are subject to modification until a formal employment
agreement is executed.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  As of March 31, 2014, the Company had
$4.75 million in total assets, $10.74 million in total liabilities
and a $5.99 million total shareholders' deficit.

Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses since fiscal year 2006 and
has a working capital deficiency at Dec. 31, 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


COMMUNITYONE BANCORP: Cancels Registration of Unsold Securities
---------------------------------------------------------------
CommunityOne Bancorp filed a registration statement on Form S-8
with the U.S. Securities and Exchange Commission on June 28, 2007.
The Registration Statement covered an aggregate of 200,000 shares
of common stock of the Company issued under the CommunityOne
Bancorp Employees' 401(k) Plan (formerly known as the FNB
Retirement/Savings Plus Benefit Plan), and an indeterminate amount
of plan interests.

The Plan has terminated the option to invest in shares of Common
Stock under the Plan.  Any investment of Plan accounts in Common
Stock has been frozen and all common stock in the Plan has been
liquidated.  In accordance with the undertaking made by the
Company in the Registration Statements to remove from registration
by means of a post-effective amendment any of the securities which
remain unsold at the termination of the offering, the Company
filed a Post-Effective Amendment to remove from registration the
Common Stock and plan interests not issued pursuant to the
Registration Statements.

                        About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012 and a $137.31 million net loss
in 2011.  The Company's balance sheet at March 31, 2014, showed $2
billion in total assets, $1.92 billion in total liabilities and
$85.33 million in total shareholders' equity.


COMPETITIVE TECHNOLOGIES: Presented at MicroCap Conference
----------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a copy of an investor presentation dated
May 28, 2014.  The presentation was used by Competitive
Technologies at the SeeThruEquity MicroCap Investor Conference on
May 28, 2014, a copy of which is available for free at:

                         http://is.gd/Q2TlAi

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $4.70 million in total assets, $10.42
million in total liabilities, and a $5.71 million total
shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.


CONVERGEONE HOLDINGS: Moody's Assigns B3 CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned corporate family and
probability of default ratings ("CFR" and "PDR", respectively) of
B3 and B3-PD, respectively, to ConvergeOne Holdings Corp.
("ConvergeOne"). Concurrently, Moody's assigned B2 ratings to the
proposed $25 million senior secured revolving credit facility due
2019 and $190 million first lien term loan due 2020 and a Caa2
rating to the $80 million second lien term loan due 2021. The
rating outlook is stable.

The ratings were assigned in connection with Clearlake Capital
Group's proposed acquisition of ConvergeOne. The assigned ratings
are subject to review of final documentation and no material
change in the terms and conditions of the transactions.

Ratings Rationale

The principal driver of the B3 CFR rating is ConvergeOne's high
concentration with one original equipment manufacturer (OEM)
vendor, Avaya, Inc. (rated B3 negative), which accounts for about
two thirds of ConvergeOne's product revenues. Given ConvergeOne's
status as the leading channel partner for Avaya's products and
solutions, Moody's believes that it would be very difficult for
ConvergeOne to completely offset any revenue loss attributable to
an erosion in Avaya's market position. Avaya's long term financial
condition remains uncertain, characterized by high leverage (about
8 times) and limited cash flow (breakeven to modestly positive).

With the enterprise telephony market evolving to include
integrated communications offerings, Avaya will need to constantly
reinvest in new products and platforms to maintain its position
against competitors with greater resources such as Cisco and
Microsoft. To the extent that Avaya's financial performance or
liquidity deteriorates, ConvergeOne's operating results could
similarly erode as competing OEMs already have their own
distribution channels in place.

The rating also considers ConvergeOne's moderate financial
leverage (about 5 times on a trailing basis, pro forma for the
proposed financing), which is well positioned compared to the
median for B3 rated corporate issuers. ConvergeOne benefits from a
recurring fee model and longstanding relationships with its top
customers (over 90% renewal rates). In addition, ConvergeOne
continues to grow its services business (more than half of total
revenue), which has higher profit margins relative to the product
business.

The stable outlook reflects Moody's expectation that ConvergeOne
will generate at least mid single-digits revenue growth, operating
margins of about 8%, and adjusted debt to EBITDA (after Moody's
standard adjustments) below 5 times. Moody's further expects that
ConvergeOne's primary vendor, Avaya, will continue to operate
without further deterioration to its business.

The ratings could be upgraded if ConvergeOne reduces its exposure
to Avaya meaningfully, achieves revenue growth of at least the
high single-digits for an extended period of time while
maintaining its profit margins, and lowers adjusted debt to EBITDA
to around 4 times on a sustained basis. Downward ratings pressure
could arise if financial leverage exceeds 6 times, liquidity
deteriorates due to a decline in profitability or cash flow,
Avaya's market position materially weakens, or financial policies
become aggressive (e.g., debt funded dividend payment to the
owners).

The following ratings/assessments were assigned:

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

Senior Secured Revolving Credit Facility -- B2 (LGD3 -- 35%)

First Lien Term Loan -- B2 (LGD3 -- 35%)

Second Lien Term Loan -- Caa2 (LGD5 -- 84%)

The principal methodology used in this rating was Global Business
& Consumer Service Industry 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.

ConvergeOne is a provider of communications solutions and managed
services.


CONVERGEONE HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to C1 Investment Corp. (ConvergeOne).  The
outlook is stable.

At the same time, S&P assigned a 'B' issue rating with a recovery
rating of '3' to ConvergeOne Holdings Corp.'s $25 million
revolving credit facility (unfunded at closing) and $190 million
first-lien term loan and a 'CCC+' issue rating with a recovery
rating of '6' to the company's $80 million second-lien term loan.
The recovery rating of '3' indicates S&P's expectation for a
meaningful (50% to 70%) recovery of principal in the event of
payment default and the recovery rating of '6' indicates S&P's
expectation for negligible (0% to 10%) recovery of principal in
the event of payment default.

S&P's ratings on ConvergeOne reflect the company's operations in a
highly fragmented and competitive market and its significant
reliance on distribution of Avaya communication products, which
result in S&P's view of its business risk profile as "weak."
Growth in the company's markets, its diverse customer base, mix
shift to recurring service revenues, and steady free cash flow
generation are positive factors.  S&P assess its financial risk
profile as "highly leveraged."

ConvergeOne provides contact-center, unified communications and IT
solutions to a broad spectrum of customers in the U.S.


CUI GLOBAL: Files Copy of Conflict Minerals Report with SEC
-----------------------------------------------------------
CUI Global, Inc., evaluated its current product lines and
determined that certain product the Company manufactures or
contracts to manufacture contain tin, tungsten, tantalum and/or
gold (3TG).  Based on CUI Global, Inc.'s Reasonable Country of
Origin Inquiry, CUI Global Inc said it has reason to believe that
some of the Conflict Minerals used in products it manufactures or
contracts to manufacture may have originated in the covered
country and do not come from scrapped or recycled sources.

A copy of The Company's Conflict Minerals Report is available for
free at http://is.gd/BZLZiE

                           About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$1.75 million in 2013, a net loss allocable to common stockholders
of $2.52 million in 2012 and a net loss allocable to common
stockholders of $48,763 in 2011.

As of March 31, 2014, the Company had $100.14 million in total
assets, $28.68 million in total liabilities and $71.45 million in
total stockholders' equity.


DAYBREAK OIL: Incurs $1.5 Million Net Loss in Fiscal 2014
---------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its annual report disclosing a net loss
available to common shareholders of $1.54 million on $1.80 million
of revenue for the year ended Feb. 28, 2014, as compared with a
net loss available to common shareholders of $2.39 million on
$974,680 of revenue for the same period last year.

As of Feb. 28, 2014, the Company had $10.67 million in total
assets, $13.48 million in total liabilities and a $2.80 million
total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2014.  The independent auditors noted that
Daybreak Oil and Gas, Inc. suffered losses from operations and has
negative operating cash flows, which raises substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/9oIJiX

                         About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.


DIKA-JEFFERSON: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: Dika-Jefferson, LLC
        85 W. Algonquin Rd., Suite 420
        Arlington Heights, IL 60006

Case No.: 14-19734

Chapter 11 Petition Date: May 27, 2014

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

Judge: Hon. Benjamin A. Goldgar

Debtor's Counsel: Jeffrey C Dan, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 S Lasalle St Ste 3705
                  Chicago, IL 60603
                  Tel: 312 641-6777
                  Fax: 312 641-7114
                  Email: jdan@craneheyman.com

                    - and -

                  Thomas W. Goedert, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 S. LaSalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: 312-641-6777
                  Fax: 312-641-7114
                  Email: tgoedert@craneheyman.com

                    - and -

                  Brian P Welch, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 S. LaSalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) - 641-6777
                  Fax: (312) 641-7114
                  Email: bwelch@craneheyman.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marshall N. Dickler, manager/member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-19734.pdf


DOLAN CO: Has Accord With Nantahala Over Securities Trading
-----------------------------------------------------------
The Bankruptcy Court authorized The Dolan Company, et al., to
enter into various stipulations with Nantahala Capital Management,
LLC, and the entities identified as Client A, Client B, Client C
and Client D, partially resolving the motion by Nantahala seeking
to confirm compliance with the Court's stock procedures order, and
adjourning the hearing for unresolved portion of the motion.

The Debtors filed a motion for entry of interim and final order
approving notification and hearing procedures for certain
transfers of common stock and preferred stock.  Nantahala filed a
response to the NOL Motion.  Nantahala withdrew the original
objection at the second day hearing, subject to an understanding
with the Debtors that they would thereafter have discussions to
resolve consensually whether Nantahala had violated the interim
order and final order with respect to trades made on account of
the Clients A, B, C and D.

After the discussions did not lead to an agreement, Nantahala
filed a motion to confirm compliance with the stock transfer
procedure order and to amend the stock transfer procedure order,
dated April 30, seeking confirmation that the acquisitions by
Nantahala on behalf of Clients A, B, C, and D were in compliance
with the final order.

Nantahala on behalf of Client A, B, C and D selling, may want to
sell all or a portion of the respective shares of preferred stock
or common stock, subject to the terms of the stipulation.

The stipulation with Client A provides that, among other things:

   1. the hearing on motion to confirm will be adjourned until a
date set by the Court but no earlier than June 20;

   2. Natahala, on behalf of Client A represents that since the
petition Date Client A has not owned more that 125,958 shares of
common stock and 11,597 shares of preferred stock;

   3. the Debtors agree that Client A is permitted to sell any and
all of its positions in common stock or preferred stock; and

   4. the Debtors agree that Client A will be entitled to retain
all proceeds received by it for the disposition of $7,875 shares
of preferred stocks.

The stipulation with Client B provides that, among other things:

   1. the hearing on motion to confirm will be adjourned until a
date set by the Court but no earlier than June 20;

   2. Natahala, on behalf of Client B represents that since the
petition Date Client B has not owned more that 271,918 shares of
common stock and 27,369 shares of preferred stock;

   3. the Debtors agree that Client B is permitted to sell any and
all of its positions in common stock or preferred stock; and

   4. the Debtors agree that Client B will be entitled to retain
all proceeds received by it for the disposition of $7,875 shares
of preferred stocks.

The stipulation with Client C provides that, among other things:

   1. the hearing on motion to confirm will be adjourned until a
date set by the Court but no earlier than June 20;

   2. Natahala, on behalf of Client C represents that since the
petition Date Client C has not owned more that 392,383 shares of
common stock and 31,430 shares of preferred stock;

   3. the Debtors agree that Client C is permitted to sell any and
all of its positions in common stock or preferred stock;

   4. the Debtors agree that Client C will be entitled to retain
all proceeds received by it for the disposition of $7,875 shares
of preferred stocks;

The stipulation with Client D provides that, among other things:

   1. the Debtors will respond to Natahala's discovery request and
motion to confirm by June 13;

   2. the hearing on motion to confirm will be adjourned until a
date set by the Court but no earlier than June 20.

   3. Natahala, on behalf of Client D represents that since the
petition Date Client D has not owned more that 709,741 shares of
common stock and 59,429 shares of preferred stock.

   4. the Debtors agree that Client D is permitted to sell any and
all of its positions in common stock or preferred stock.

   5. the Debtors agree that Client D will be entitled to retain
all proceeds received by it for the disposition of $7,875 shares
of preferred stocks.

                      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: Wants to Reject Employment and Separation Agreements
--------------------------------------------------------------
The Bankruptcy Court authorized The Dolan Company, et al., to
reject employment agreements and separation agreements.

The Court also approved and authorized the Debtors to enter into
and take all necessary actions to effectuate the settlements
regarding the allowed amount of certain general unsecured claims
as set forth in the settlement agreements, arising on account of
the rejection of certain agreements by and between the Debtors and
each of James Dolan and Scott Pollei, respectively.

According to the Debtors, prior to the Petition Date, Mr. Dolan
and Mr. Pollei were part of the Debtors' senior management team.
More specifically, Mr. Dolan, the Debtors' founder, was employed
as president, chief executive officer, and chairman of the board
by the Debtor, and was a senior officer at TDC's subsidiaries; and
Mr. Pollei was employed as TDC's executive vice president and
chief operating officer and a senior officer at TDC's
subsidiaries.

Prior to the Petition Date, Mr. Dolan's employment terms were set
forth in that certain Amended and Restated Employment Agreement,
effective as of April 1, 2007, by and between Mr. Dolan and Dolan
Media Company, predecessor in interest to TDC.  In addition, both
of the former executives were participants in that certain Amended
and Restated Executive Change in Control Plan, dated as of
Jan. 27, 2011, pursuant to which the former executives were
entitled to certain extra payments in the event they were
terminated in a "Change in Control Period" as the term is defined
in the CIC Plan.

Absent such an agreement with the executives, the Debtors
determined that the former executives may be entitled to a
substantial claim arising on account of their termination.

Importantly, if the former executives' employment with the Debtors
were terminated on the Petition Date, such termination would have
been well within a Change in Control Period under the terms of the
CIC Plan.  Mr. Dolan and Mr. Pollei may have had claims for
approximately $2.4 million and $1.4 million, respectively.

The Debtors are represented by:

         Laura Davis Jones, Esq.
         Timothy P. Cairns, Esq.
         Michael R. Seidl, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705 (Courier 19801)
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mails: ljones@pszjlaw.com
                  tcairns@pszjlaw.com
                  mseidl@pszjlaw.com

              - and -

         Marc Kieselstein, P.C.
         Jeffrey D. Pawlitz, Esq.
         Joseph M. Graham, Esq
         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, IL 60654
         Tel: (312) 862-2000
         Fax: (312) 862-2200
         E-mail: marc.kieselstein@kirkland.com
                 jeffrey.pawlitz@kirkland.com
                 joe.graham@kirkland.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.


DOUBLE TREE LAKE: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                    Case No.
      ------                                    --------
      Double Tree Lake Estates, LLC             14-31467
      PO Box 191
      Culver, IN 46511

      DBL Golf, LLC                             14-31468
      PO Box 191
      Culver, IN 46511

      DBL Residential, LP                       14-31469
      PO Box 191
      Culver, IN 46511

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Hon. Harry C. Dees, Jr.

Debtors' Counsel: Frederick L. Carpenter, Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Blvd
                  Highland, IN 46322
                  Tel: 219-922-0800
                  Email: fcarpenter@dfreeland.com

                     - and -

                  Daniel Freeland(MAG), Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  Email: dlf9601b@aol.com

                                      Scheduled    Scheduled
                                        Assets    Liabilities
                                     ----------   -----------
Double Tree Lake Estates, LLC          $1.35MM     $16.36MM
DBL Golf, LLC                          $850,000    $16.24MM
DBL Residential, LP                    $7.13MM     $16.57MM

The petitions were signed by Randall K. Minas, MDRM, LLC,
Member/Sanim Management, LLC, manager.

A list of Double Tree Lake Estates, LLC's four largest unsecured
creditors is available for free at:

                http://bankrupt.com/misc/innb14-31467.pdf

A list of DBL Golf, LLC's three largest unsecured creditors is
available for free at:

                http://bankrupt.com/misc/innb14-31468.pdf

A list of DBL Residential, LP's nine largest unsecured creditors
is available for free at:

                 http://bankrupt.com/misc/innb14-31469.pdf


ELEPHANT TALK: Appoints Yves van Sante to its Board of Directors
----------------------------------------------------------------
Elephant Talk Communications Corp. appointed Yves van Sante to the
Company's Board of Directors, effective June 1, 2014.  Mr. Van
Sante fills the vacancy created by the resignation of Johan
Dejager.  Prior to his appointment, Mr. van Sante had served as an
observer to the Board since Aug. 1, 2011.  From Oct. 24, 2006, to
Aug. 1, 2011, Mr. van Sante was a member of the Elephant Talk
Board.

Mr. Steven van der Velden, Chairman and CEO of Elephant Talk
stated, "Our Company is grateful for the years Johan Dejager
served us.  His wealth of experience and industry knowledge
created value for our entire organization.  We are pleased to
welcome Yves van Sante to the Board and look forward to him
providing us assistance based on his vast experience in
telecommunications, marketing and investing.  Based on his
intimate knowledge of our company, we expect him to begin making
contributions immediately in helping to further commercialize our
technology."

Yves van Sante worked from 1987 until 1993 as Sales and Marketing
manager Central Europe at 3C Communications in Luxemburg, where he
launched Credit Card Telephony across Europe.  Following this, he
led the Public Telephony business unit at Belgacom, the Belgium
incumbent.  In 1994, he co-founded InTouch Telecom.  As its
managing director, he was responsible for business development,
sales and marketing.  In 1999, InTouch was sold to GTS, a pan
European Telecom operator.  Mr. van Sante became vice-president
Business Services GTS (London), where he consolidated acquisitions
and turned the voice Telco around into an IP operator.  In 2000 he
became managing director of Eport, a call center owned by the Port
of Ostend.  He is a founder of Q.A.T. Investments, which is one of
the major shareholders of the Company.  He studied management,
marketing and communications in Belgium and The Netherlands.

As compensation for his service as a director, Mr. van Sante will
receive an annual retainer of $80,000, to be paid quarterly in
arrears.  At the beginning of each fiscal quarter, Mr. van Sante
may elect to receive his compensation in cash or in shares of the
Company's common stock.  If Mr. van Sante elects to receive his
compensation in shares, the conversion price of the shares will be
at a discount to the then-current market price of the Company's
common stock, which is currently set at 25 percent of the average
closing price of the Company's common stock for the last 10
trading days of the most recently completed fiscal quarter.

Additional information is available for free at:

                        http://is.gd/sMUG2W

                        About Elephant Talk

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

Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.  As of Dec. 31, 2013, the Company had $43.31 million in
total assets, $19.58 million in total liabilities and $23.73
million in total stockholders' equity.

"If the Company is unable to achieve the anticipated revenues or
financing arrangement with its major vendors, the Company will
need to attract further debt or equity financing.  Although the
Company has been succesful in the past in meeting its cash needs,
there can be no assurance that proceeds from additional revenues,
vendor financings or debt and equity financings, where required,
will be received in the required time frames.  If this occurs, the
Company may, therefore, be unable to continue its operations.  As
of December 31, 2013, these conditions raise substantial doubt
about the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty," the Company said in
the Annual Report for the year ended Dec. 31, 2013.


ENDEAVOUR INTERNATIONAL: Stockholders Elected Three Directors
-------------------------------------------------------------
Endeavour International Corporation held its 2014 annual meeting
of stockholders on May 22, 2014, at which the Company's
stockholders:

   (i) elected John B. Connally III, James H. Browning and William
       D. Lancaster as directors to serve for one-year terms
       expiring at the Company's Annual Meeting of Stockholders in
       2015;

  (ii) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2013;

(iii) approved the 2014 Stock Incentive Plan; and

  (iv) approved, on an advisory basis, the compensation of the
       Company's named executive officers.

Mr. Lancaster brings over 34 years of U.S. onshore oil and gas
experience to the Company's Board of Directors, with technical and
management experience from public and private entities.  The board
has determined that the new board member meets the requirements of
an independent director under the rules of the Securities Exchange
Commission and the NYSE.

On April 3, 2014, Mr. Charles Hue Williams informed the Company
that he would not stand for re-election and would retire from the
Board as of the Annual Meeting of Stockholders.  Mr. Hue Williams
served as a Director to the Company since April 2007.

2014 Incentive Plan

Prior to the adoption of the 2014 Plan, the Company had three
long-term incentive plans: (i) Endeavour International Corporation
2010 Stock Incentive Plan, as amended, (ii) the Endeavour
International Corporation 2007 Incentive Plan, as amended, and
(iii) the Endeavour International Corporation 2004 Incentive Plan,
as amended.

The 2014 Plan provides for the granting of options, restricted
stock awards, performance awards, incentive awards, and bonus
stock awards.  The 2014 Plan is designed to encourage the
achievement of superior results over time, align executive and
stockholder interests, and retain executive management.  The
Company's board of directors believes that by providing employees,
consultants, and directors incentive compensation awards that
encourage long-term retention and which strengthen their concern
for the welfare of the Company.

The directors and all employees and consultants of the Company and
its affiliates are eligible to participate in the 2014 Plan and to
receive Awards under the plan.  The 2014 Plan (i) consolidates all
of the Prior Plans into a single plan through a consolidated
amendment and restatement of the Prior Plans that is largely based
upon the 2010 Plan document, and (ii) authorizes an incremental
2,075,000 shares of common stock that may be utilized for equity
based grants under the 2014 Plan, in addition to any shares of
common stock that are currently available (or in the future become
available) for equity based grants under the Prior Plans.  No more
than 1,000,000 shares of common stock may be issued pursuant to
Awards granted under the 2014 Plan to any one individual in any
calendar year.  The maximum aggregate cash payout to any one
individual during a calendar year is $5,000,000.

The 2014 Plan is administered by the Company's Compensation
Committee, which consists solely of "non-employee directors"
within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended.  The Compensation Committee has full authority
to select the individuals who will receive Awards, to determine
the form and amount of each of the Awards to be granted, and to
establish the terms and conditions of Awards.

                  About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

Endeavour International reported net loss of $95.47 million in
2013, a net loss of $126.22 million in 2012 and a net loss of
$130.99 million in 2011.  As of March 31, 2014, the Company had
$1.53 billion in total assets, $1.49 billion in total liabilities,
$43.70 million in series C convertible preferred stock and a $5.93
million stockholders' deficit.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENERGY FUTURE: Moody's Corrects Rating History on 1st Lien Notes
----------------------------------------------------------------
Moody's Investors Service has corrected the rating history for the
9.75% Sr Sec 1st Lien Notes due 10/15/2019 (CUSIP 292681AA1)
issued by Energy Future Intermediate Holding Company. On August
28, 2013, Moody's took action on this issuer. Due to an internal
administrative error, this rating was inadvertently downgraded to
Caa1 (LGD4, 53%) but should have been affirmed at B3 (LGD4, 53%).
The rating has since been withdrawn effective May 1, 2014.


ENERGY FUTURE: Creditors Object to Bankruptcy Financing
-------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
objections are piling up from creditors, complaining that Energy
Future Holdings Corp. is planning to throw away hundreds of
millions of dollars to push through a balance-sheet revamp
engineered by lawyers and advisers who rang up $130 million in
fees before the company even filed for Chapter 11 protection.

According to the report, creditors take issue with what they say
are unnecessary payments in connection with financing
arrangements, including at least $105 million to be paid each
month to one group of lenders and a $57 million breakup fee Energy
Future wants to pledge to another group of lenders.

            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.


EURAMAX INTERNATIONAL: Stockholders Elect Five Directors
--------------------------------------------------------
Euramax Holdings, Inc., disclosed that all the nominees proposed
for election to the Board of Directors were re-elected as
directors, effective as of May 22, 2014.  They are Trey B. Parker,
III, Jake Tomlin, James G. Bradley, Jeffrey A. Brodsky and Michael
D. Lundin, all of whom will serve until the next annual meeting of
stockholders.

Timothy J. Bernlohr was appointed to the Board of Directors,
effective as of May 23, 2014, in accordance with Credit Suisse
Securities (USA) LLC's director designation rights under the
Company' stockholders agreement.

Timothy J. Bernlohr, age 55, is the founder and managing member of
TJB Management Consulting, LLC, which specializes in providing
project-specific consulting services to businesses in
transformation, including restructurings, interim executive
management and strategic planning services.  Mr. Bernlohr founded
the consultancy in 2005.  Mr. Bernlohr is the former president and
chief executive officer of RBX Industries, Inc., which was a
nationally recognized leader in the design, manufacture, and
marketing of rubber and plastic materials to the automotive,
construction, and industrial markets.  RBX was sold to multiple
buyers in 2004 and 2005.  Prior to joining RBX in 1997, Mr.
Bernlohr spent 16 years in the International and Industry Products
divisions of Armstrong World Industries, where he served in a
variety of management positions.  Mr. Bernlohr is the chairman of
the board of directors of Champion Homes, Inc., and also serves as
lead director of Chemtura Corporation (NYSE-CHMT), lead director
of Contech Engineered Solutions and as a director of both Rock-
Tenn Company (NYSE-RKT) and Atlas Air Worldwide Holdings, Inc.
(Nasdaq- AAWW).  Mr. Bernlohr also serves as a director and is
chairman of the compensation committees of Patriot Coal Company,
Neenah Foundry, Inc., and Bally's Total Fitness.  Within the last
five years, he has served as a director of Smurfit Stone Container
Corporation (NYSE- SSCC), Ambassadors International, Inc. (Nasdaq-
AMIE), WCI Steel (Nasdaq WCIS), Aventine Renewable Energy,
(Nasdaq-AVRW) and Cash Store Financial Services, (NYSE-CSFS).  Mr.
Bernlohr is a graduate of The Pennsylvania State University.

Mr. Bernlohr is entitled to receive an annual retainer fee of
$50,000 per annum, an in-person meeting fee of $1,000 per meeting,
and a significant telephone conference fee of $1,000 per call.

On May 27, 2014 and in accordance with the Company's stockholders
agreement, the Company amended its Amended and Restated
Certificate of Incorporation to provide that, in the election of
directors, (1) each stockholder is entitled to multiply the number
of votes such stockholder is entitled to cast by the number of
directors to be elected and (2) each stockholder may cast all of
the resulting votes for a single director or may distribute them
among the directors to be elected at such stockholder's
discretion.

Additional information is available for free at:

                        http://is.gd/BXfKjC

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe.  The Company was acquired for $1 billion in 2005
by management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

Euramax Holdings reported a net loss of $24.89 million on $826.67
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $36.76 million on $837.14 million of net sales
for the year ended Dec. 31, 2012.  The Company incurred a net loss
of $62.71 million in 2011.

As of Dec. 31, 2013, the Company had $571.97 million in total
assets, $680.53 million in total liabilities and a $108.56 million
total shareholders' deficit.

                         Bankruptcy Warning

"Any default under the agreements governing our indebtedness,
including a default under the ABL Credit Facility and the Senior
Unsecured Loan Facility, that is not waived by the required
holders of such indebtedness, could leave us unable to pay
principal, premium, if any, or interest on the Notes and could
substantially decrease the market value of the Notes.  If we are
unable to generate sufficient cash flow and are otherwise unable
to obtain funds necessary to meet required payments of principal,
premium, if any, or interest on such indebtedness, or if we
otherwise fail to comply with the various covenants, including
financial and operating covenants, in the instruments governing
our existing and future indebtedness, including the ABL Credit
Facility and the Senior Unsecured Loan Facility, we could be in
default under the terms of the agreements governing such
indebtedness.  In the event of such default, the holders of such
indebtedness could elect to declare all the funds borrowed
thereunder to be due and payable, together with any accrued and
unpaid interest, the lenders under the ABL Credit Facility could
elect to terminate their commitments, cease making further loans
and institute foreclosure proceedings against the assets securing
such facilities and we could be forced into bankruptcy or
liquidation," the Company said in the 2013 Annual Report.

                            *     *     *

As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1.  The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


FIRST FINANCIAL: Maximilian Holds 9.9% Equity Stake
---------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Maximilian Investors, LLC, and its affiliates
disclosed that as of  May 27, 2014, they beneficially owned
5,694,823 shares of common stock of Daybreak Oil And Gas, Inc.,
representing 9.99 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                        http://is.gd/rf2vaP

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

Daybreak Oil incurred a net loss of $2.23 million on $974,680 of
revenue for the year ended Feb. 28, 2013, as compared with a net
loss of $1.43 million on $1.31 million of revenue for the year
ended Feb. 29, 2012.

The Company's balance sheet at Nov. 30, 2013, showed $9.50 million
in total assets, $12.26 million in total liabilities and a $2.75
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2013.  The independent auditors noted that
Daybreak Oil suffered losses from operations and has negative
operating cash flows, which raises substantial doubt about its
ability to continue as a going concern.


FL 6801: Lehman's Miami Condo Property Files for Chapter 11
-----------------------------------------------------------
FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc., and three of its wholly owned subsidiaries have
elected to file voluntary Chapter 11 petitions on June 1 in the
United States Bankruptcy Court for the Southern District of
New York seeking bankruptcy protection for its condominium hotel
property in Miami Beach that is operated and managed as a Canyon
Ranch Living Hotel and Spa.

FL Spirits has also filed a motion to pursue a sale process under
Section 363 of the Bankruptcy Code.  To this end, FL Spirits has
entered into an acquisition agreement with a "stalking horse"
bidder, 360 Miami Hotel & Spa LLC.  Upon a successful closing of
the transaction, the project will be managed by the Enchantment
Group, a premier operator of award-winning resorts and destination
spas, including Mii amo, a destination spa at Enchantment Resort.
Under the proposed agreement, the purchaser will acquire the hotel
lot (including the spa) and 13 condominium units for $12 million
subject to higher and better offers.  The sale agreement
contemplates a Court-supervised auction process, which is designed
to achieve the highest or best offer for FL Spirits' assets.  The
agreement with the purchaser sets the floor, or minimum acceptable
bid, and is subject to Bankruptcy Court approval and certain other
conditions.

The current operator of the hotel, Canyon Ranch Living, is not a
debtor, and operations at the property are expected to continue
without interruption, during and after any court-approved sale and
closing.  Canyon Ranch Living is not affiliated with Lehman and is
managing the hotel and condominium facilities pursuant to a
management contract.

The court filing related to the petition and sale process can be
found at http://cases.primeclerk.com/flspirits(Docket #14-11691).


GARLOCK SEALING: Proposes $275-Mil. End to Bankruptcy
-----------------------------------------------------
Matthew Daneman, writing for Democrat & Chronicle, reported that
Garlock Sealing Technologies Inc. filed a proposed reorganization
plan, spelling out how it proposes to wrap up all the myriad
asbestos-related personal injury claims that caused it to file for
bankruptcy in 2000.  According to the report, Garlock, as well as
parent company EnPro Industries, are proposing a $275 million
trust fund, split over two accounts, to handle any current and
future claims against Garlock.

                      About EnPro Industries

EnPro Industries, Inc. -- http://www.enproindustries.com-- is a
provider of sealing products, metal polymer and filament wound
bearings, components and service for reciprocating compressors,
diesel and dual-fuel engines and other engineered products for use
in critical applications by industries worldwide.

                      About Garlock Sealing

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

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

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

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

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

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

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


GENCO SHIPPING: Equity Panel et al. Appeal RSA Order
----------------------------------------------------
The Official Committee of Equity Holders of Genco Shipping &
Trading Limited, et al., entities managed by Aurelius Capital
Management, LP, as holders of common stock of the Debtors and
parties-in-interest, have taken an appeal from the Bankruptcy
Court's April 25, 2014 order granting the Debtors' motion:

   (A) authorizing the assumption of the restructuring support
agreement by and among the Company and certain of its 2007
Facility Lenders, $253 Million Facility Lenders, $100 Million
Facility Lenders, and Convertible Noteholders; and

   (B) approving payment of the termination fee.

As reported in the Troubled Company Reporter on April 14, 2014,
pursuant to a restructuring term sheet, the initial directors of
the new board of Reorganized Genco will consist of Peter C.
Georgiopoulos and six other directors to be disclosed in a plan
supplement, including:

     -- two directors selected by Centerbridge Partners, L.P., on
behalf of one or more of its affiliated investment funds;
provided, that if at any time prior to the Plan Effective Date
Centerbridge's aggregate holdings (together with its affiliated
funds and managed accounts) would not entitle it to a pro forma
allocation of (i) at least 20% but more than 10% of the New Genco
Equity, then Centerbridge shall only be entitled to select one
initial director and the four directors will be increased to five
and (ii) at least 10% of the New Genco Equity, then Centerbridge
will not be entitled to select any directors and the four
directors will be increased to six; and

     -- four directors selected by a committee consisting of the
following entities that own, manage, direct, or have investment
authority with respect to indebtedness under the 2007 Credit
Facility:

        (a) Apollo Management Holdings LP;
        (b) Centerbridge;
        (c) Midtown Acquisitions L.P.;
        (d) Panning Capital Management, LP; and
        (e) Solus Alternative Asset Management LP,

in consultation with the Company and the Supporting Noteholders,
by majority vote, with each member of the Board Selection
Committee having one vote with respect to each initial board seat;
provided, that in the event that at any time prior to the Plan
Effective Date, any member of the Board Selection Committee's
aggregate holdings (together with its affiliated funds and managed
accounts) under the 2007 Facility and the Convertible Notes would
not entitle such member (together with its affiliated funds and
managed accounts) to a pro forma allocation of at least 6.25% of
the New Genco Equity, such member shall thereupon automatically
cease to be a member of the Board Selection Committee.

                   About Genco Shipping & Trading

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

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

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

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

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

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

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


GENERAL MOTORS: Lawyers Make Pitchers on Venue of Civil Cases
-------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
15 attorneys with product-liability cases pending against General
Motors Co. each got two minutes in federal court in Chicago to
make the case for consolidating the cases before a federal judge
in their home states.

According to the report, as lawyers argued for their venues --
Florida offers speed; California is home to a judge with recent
experience handling large-scale automotive product liability
litigation -- a traffic signal-style device shifted from green to
yellow to red, counting down each lawyer?s remaining time.  In
addition to California and Florida, lawyers argued for New York,
Texas, Louisiana, Pennsylvania and Michigan, where GM is based,
the report related.

The panel is expected to make a decisions within the next two
weeks, the Journal said.

                       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.


GENERAL MOTORS: Valukas to Release Report This Week
---------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
former U.S. Attorney Anton Valukas is set to release this week is
report on General Motors Co.'s ignition switch recall scandal.

According to the Journal, Mr. Valukas' report is pivotal as
General Motors has not said who was responsible for most of the
crucial decisions since 2001.  GM hasn't fired anyone in
connection with the defect and recall, which has cost the auto
maker $1.7 billion, the Journal noted.  Two low-level engineers
involved with the design of the switch are on paid leave, while
two senior executives have retired, the Journal further noted.

                       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.


GETTY IMAGES: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 96.50 cents-on-
the-dollar during the week ended Friday, May 30, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.31
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


GOOD SAM: S&P Withdraws 'B-' CCR at Issuer's Request
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B-' corporate credit rating, on Good Sam Enterprises LLC, at
the issuer's request.

The withdrawal follows the complete repayment of Good Sam's
$325 million 11.5% senior notes due 2016.  The company repaid the
balances using proceeds from debt issued at its parent, CWGS Group
LLC.


GOODYEAR TIRE: Shares Buyback No Impact on Moody's Ba3 CFR
----------------------------------------------------------
Moody's Investors Service said the announcement by The Goodyear
Tire & Rubber Company that it will increase its quarterly common
stock dividend to $0.06 per share from $0.05 per share and
increase its share repurchase program to $450 million from $100
million during 2014-2016 are credit negative events. However, the
company's Ba3 Corporate Family Rating, Speculative Grade Liquidity
Rating at SGL-2, and positive outlook are unaffected.

The last rating action for Goodyear was on February 13, 2014 when
the rating outlook was changed to positive and the Corporate
Family Rating was affirmed at Ba3.

The principal methodologies used in rating Goodyear were the
Global Automotive Supplier Industry published in May 2013, and the
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.

The Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with 52 manufacturing
facilities in 22 countries around the world. Revenues in 2013 were
approximately $19.5 billion.


GRAY TELEVISION: Moody's Rates $500MM Senior Secured Loan 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Gray Television,
Inc.'s ("Gray") proposed $50 million priority senior secured
revolver and $500 million senior secured term loan. Proceeds from
the new credit facilities will be used to fund the acquisition of
stations from Hoak Media for $297.5 million, stations in Bismarck,
ND and Rapid City, SD for $15.3 million, refinance existing senior
secured credit facilities, working capital adjustments, as well as
transaction related fees and expenses. In addition, Moody's
affirmed the company's B3 Corporate Family Rating (CFR), B3-PD
Probability of Default Rating (PDR), Caa1 on the existing 7.5%
senior notes, and SGL-2 Speculative Grade Liquidity (SGL) Rating.
The rating outlook remains positive. These rating actions are
subject to review of final documentation and no meaningful change
in conditions of the proposed transaction as advised to Moody's.

Assigned:

Issuer: Gray Television, Inc.

NEW $50 million Priority 1st Lien Senior Secured Revolver:
Assigned Ba3, LGD1 -- 1%

NEW $500 million 1st Lien Senior Secured Term Loan: Assigned Ba3,
LGD2 -- 20%

Affirmed:

Issuer: Gray Television, Inc.

Corporate Family Rating: Affirmed B3

Probability of Default Rating: Affirmed B3-PD

7.5% Senior Notes due 2020 ($675 million outstanding): Affirmed
Caa1, LGD5- 75% (from LGD4 -- 62%)

Speculative Grade Liquidity (SGL) Rating: Affirmed SGL -- 2

Outlook Actions:

Issuer: Gray Television, Inc.

Outlook is Positive

To be withdrawn upon repayment:

Issuer: Gray Television, Inc.

EXISTING $40 million priority 1st lien senior secured revolver due
2017: Ba3, LGD1 -- 1%

EXISTING 1st lien senior secured term loan B due 2019 (roughly
$159 million outstanding): Ba3, LGD1 -- 8%

Ratings Rationale

Gray's B3 Corporate Family Rating reflects high leverage with 2-
year average debt-to-EBITDA of roughly 6.2x at closing pro forma
for the proposed transactions (including Moody's standard
adjustments) with high single digit percentage free cash flow-to-
debt over the next 12 months. Although increased from 5.9x as of
December 2013, leverage is improved compared to 2-year average
debt-to-EBITDA 7.6x at FYE2011 (including Moody's standard
adjustments) and remains under 6.3x reported at FYE 2012. Gray
benefits more than its peer group from demand for political
advertising during election years reflecting its locations in
battleground states which contributed to higher percentage EBITDA
growth than most other broadcasters in 2012, and Moody's expect
the company will benefit from significant political ad demand in
the second half of this year, although not as much as in 2012. In
a scenario with no additional debt financed acquisitions, Moody's
expects 2-year average leverage will improve to less than 6.0x
over the next 12 months as the majority of free cash flow is
applied to repay term loan advances. Ratings incorporate Moody's
expectation that total revenue will increase more than 18% in 2014
due to the significant political ad spending particularly in the
second half of 2014. Moody's expect Gray to negotiate higher
retransmission fees for more than 65% of its subscriber base by
1Q2015 which will be needed to offset increasing reverse
compensation particularly beginning in 2015 when the CBS
affiliation is renewed. Moody's notes the absence of management
fees paid by Young Broadcasting to Gray ($2 million in 2012 and $7
million in 2013) will be offset by an increase in net
retransmission revenue in 2014.

Ratings are supported by Gray's longstanding track record for #1
and #2 ranked positions in the vast majority of its markets and
good EBITDA margins (including Moody's standard adjustments)
reflecting its top ranked local news programming that captures a
significant share of market revenue and relatively low syndicated
program costs. Gray's television stations and associated digital
properties also benefit from its strategy of operating in
collegiate markets or state capitals which generally have more
stable economies; however, Moody's believe the volatile nature of
the company's earnings due to its relatively high level of
political revenue increases exposure to risks related to
unexpected changes in regulations governing political campaign
spending. In addition, the benefits of higher retransmission fees
will be muted by increasing reverse compensation. Ratings reflect
moderately high financial risk, the inherent cyclicality of the
broadcast television business, and increasing media fragmentation.
Moody's believes it is important that Gray focus on reducing debt
balances to achieve operating and financial flexibility as well as
to absorb risks related to media fragmentation. The positive
rating outlook incorporates Moody's view that management will
achieve most of its targeted $7 million of synergies, of which 40%
or more come from elimination of redundant expenses including
corporate overhead. Revenue will receive a boost from political ad
demand particularly in the second half of 2014, resulting in
improved leverage and coverage ratios compared to pre-transaction
levels, including 2-year average debt-to-EBITDA below 6.0x in the
absence of additional acquisitions. The company has good liquidity
with roughly $10 million of cash balances, $40 million of
availability under the proposed $50 million revolver, free cash
flow in both odd and even numbered years, and no maturities until
2019 when the proposed priority 1st lien revolver commitment
expires.

The positive outlook incorporates Moody's expectation that Gray
will grow core ad sales in the low single digit percentage range,
but total revenue will increase over 18% in 2014 due to
significant political advertising in the second half of the year
and contractual increases in retransmission fees. Absent future
debt financed acquisitions, leverage should improve from current
levels as free cash flow is applied to reduce term loan balances
resulting in 2-year average debt-to-EBITDA below 6.0x (including
Moody's standard adjustments) by FYE2014 with further improvement
in 2015. The outlook incorporates Moody's view that the company
will maintain good liquidity with the majority of free cash flow
being applied to reduce debt balances.

Ratings could be upgraded if Gray's core revenue and EBITDA track
expectations, supported by an improving economic environment, and
free cash flow is applied to debt repayment resulting in 2-year
average debt-to-EBITDA ratios being sustained below 6.0x
(including Moody's standard adjustments) with expectations for
further improvement in credit metrics. Gray would also need to
maintain good liquidity, including free cash flow-to-debt ratios
in the mid to high single digit percentage range on a 2-year
average basis. A rating downgrade is not likely given the positive
outlook; however, the outlook could be changed to stable if
operating performance falls below expectations due to economic
weakness or underperformance in one or more key markets, or if
debt financed acquisitions or shareholder distributions result in
2-year average debt-to-EBITDA ratios being sustained above current
levels. Deterioration in liquidity could also change the positive
outlook. Ratings could be downgraded if any of these conditions
persist to the point that 2-year average debt-to-EBITDA increases
above 7.0x or liquidity becomes weak.

Recent Events

In November 2013, Gray announced a series of transactions through
which Gray plans to acquire 15 network affiliated stations in
seven markets for $335 million in cash, plus working capital
adjustments of $9 million. The proposed new $500 million term loan
funds the acquisitions and refinances existing debt. The
transaction also assumes the sale of three stations to Nexstar for
$37.5 million. In late 2013, Gray also agreed to acquire two
stations in the Rapid City, SD market for $7.8 million and entered
into an agreement to operate stations in Bismarck, ND for $7.5
million. The Rapid City and Prime Cities transactions closed on
May 1, 2014. In May 2014, Gray announced an agreement to acquire
KTVH, the NBC affiliate for the Helena, Montana, television
market, KBGF, the NBC affiliate for the Great Falls, Montana,
television market, and KMTF, the CW affiliate for the Helena
market, subject to receiving a "failing station waiver" from the
FCC. This transaction is expected to close by 3Q2014.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Gray Television, Inc., headquartered in Atlanta, GA, is a
television broadcaster that will own 75 Big Four network
affiliated television stations serving 42 mid-sized markets
(ranked #61 to #208), plus 64 additional channels covering roughly
7.4% of US households. Network affiliations for primary stations
include 27 CBS, 24 NBC, 14 ABC, and 10 FOX stations. The company
will operate the #1 or #2 ranked stations in 38 of 42 markets.
Gray is publicly traded and its shares are widely held with the
estate and affiliates of the late J. Mack Robinson collectively
owning approximately 14% of common stock. The dual class equity
structure provides these affiliated entities with roughly 48% of
voting control. Excluding announced acquisitions, the company
recorded average annual revenue of $376 million for FY2012/FY2013.


GUIDED THERAPEUTICS: Presented at Marcum MicroCap Conference
------------------------------------------------------------
Guided Therapeutics, Inc., was a featured presenter at the 3rd
Annual Marcum MicroCap Conference held on Thursday, May 29, 2014,
at the Grand Hyatt Hotel in New York City.

The Company's presentation was available via a live webcast.  To
access the webcast and a copy of the investor presentation, go to
the Investor page of the Company's web site
http://www.guidedinc.com/Investors.htm. The webcast will also be
available at http://wsw.com/webcast/marcum2/gthp. A replay will
be available for 90 days.

The annual Marcum MicroCap Conference is a signature showcase for
superior quality, under-followed public companies with less than
$500 million in market capitalization.  For more information or to
register, please visit the conference Web site at
http://www.marcumllp.com/microcapor download the free official
conference app for the iPhone, iPad, or for Android mobile devices
in Apple's App Store and the Google Play Market.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

                         Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised by the end of 2014, the Company has plans
to curtail operations by reducing discretionary spending and
staffing levels, and attempting to operate by only pursuing
activities for which it has external financial support and
additional NCI, NHI or other grant funding.  However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all.  In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company stated in the
Form 10-Q for the quarter ended March 31, 2014.


HALLWOOD GROUP: Suspending Filing of Reports with SEC
-----------------------------------------------------
The Hallwood Group Incorporated filed a Form 15 with the U.S.
Securities and Exchange Commission to terminate the registration
of its common stock under Section 12(g) of the Securities Exchange
Act of 1934.  As a result of the Form 15 filing, the Company is
not anymore obliged to file reports with the SEC.

                        About Hallwood Group

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

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

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

Hallwood Group reported a net loss of $2.40 million in 2013, a net
loss of $17.94 million in 2012 and a net loss of $6.33 million
in 2011.  As of March 31, 2014, the Company had $61.18 million in
total assets, $27.20 million in total liabilities and $33.97
million in total stockholders' equity.

Deloittee & Touche LLP, in Dallas, Texas, issued a "going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to fund the Company's ongoing operations and
obligations.  These conditions raise substantial doubt about its
ability to continue as a going concern.


HILLSHIRE BRANDS: Fitch Revises Rating Watch to 'Evolving'
----------------------------------------------------------
Fitch Ratings has revised the Rating Watch on The Hillshire Brands
Co.'s ratings to Evolving from Negative.  The rating action
follows Pilgrim's Pride Corporation's, Pilgrim's ultimate parent
is JBS S.A. rated IDR 'BB-'/Stable Outlook, and Tyson Foods,
Inc.'s unsolicited cash offers to acquire the company.

Hillshire's ratings are as follows:

--Long-term Issuer Default Rating (IDR) 'BB';
--Senior unsecured notes 'BB';
--Bank credit facility 'BB';
--Short-term IDR 'B';
--Commercial paper 'B'.

At March 29, 2014, Hillshire had $942 million of total debt.

Key Rating Drivers:

Rating Watch Evolving

The rating action is driven by Pilgrim's May 27, 2014 proposal to
acquire Hillshire for $45 per share or $6.4 billion, and Tyson's
May 29, 2014 offer of $50 per share or $6.8 billion, which
effectively places the company in play.  The offers follow
Hillshire's May 12, 2014 definitive agreement to acquire Pinnacle
Foods, Inc. for $6.6 billion or more than 13.0x LTM EBITDA,
excluding tax benefits and projected cost savings.  Both bids are
contingent upon Hillshire breaking its agreement with Pinnacle.
The offer prices include Hillshire's roughly $900 million of debt
and a $163 million termination fee payable to Pinnacle.

Fitch views Tyson's offer as superior but expects Hillshire's
Board of Directors to evaluate both proposals carefully.  Tyson's
bid represents a premium of 35% over Hillshire's stock price prior
to Hillshire's announced agreement to acquire Pinnacle and values
the firm at 13.4x Hillshire's LTM EBITDA.  Pilgrim's offer
represents an approximate 25% premium over Hillshire's volume-
weighted stock price during the 10 days prior to the same
announcement and values the company at 12.5x LTM EBITDA.

Rating Watch Evolving indicates that Hillshire's ratings could be
raised, lowered, or affirmed upon consummation of any transaction.
Should Tyson prevail, Fitch would expect to upgrade Hillshire's
ratings multiple notches to reflect the strong credit profile of
the parent.  Fitch currently rates Tyson 'BBB'/Stable Outlook.
Conversely, a one-notch downgrade to 'BB-' would be anticipated if
Pilgrim's is successful.  All of Hillshire's bonds, except the
6.125% 2033 notes, are likely to be called if Pilgrim's prevails
given Change of Control Trigger Event provisions.  These rating
actions are contingent on current bids by both firms.

Previous Rating Action

On May 13, 2014, Fitch downgraded Hillshire's ratings three
notches to 'BB/B' from 'BBB/F2' and placed the ratings on Rating
Watch Negative.  The rating action was triggered by the fact that
the acquisition of Pinnacle would increase Hillshire's leverage to
the mid-5.0x range from 1.7x at March 29, 2014 and Fitch's view
that the probability of completion was high.  Fitch also placed
Hillshire's ratings on Rating Watch Negative.

Liquidity and Debt Structure:

At March 29, 2014, Hillshire had $219 million of cash, $170
million of short-term investments, and $747 million of
availability, excluding $3 million of letters of credit, under its
$750 million revolving credit facility expiring June 2017.
Hillshire's quarter-end liquidity does not reflect $165 million of
cash to finance its recent acquisition of Van's Natural Foods
which closed this month.  Maturities of long-term debt at March
29, 2014 for Hillshire included $102 million of mainly zero-coupon
notes due in fiscal 2015 and $400 million of 2.75% senior
unsecured notes in 2016.

Rating Sensitivities:

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

-- A definitive agreement to be acquired by Tyson, which is rated
'BBB'/Stable Outlook, given Fitch's parent-subsidiary linkage
criteria.

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

-- A definitive agreement to be acquired by Pilgrim's, which is
75.3% owned by JBS, given Fitch's parent-subsidiary linkage
criteria and 'BB-'/Stable Outlook on JBS;

-- The acquisition of Pinnacle, as currently proposed, and
Hillshire remaining independent.


HT INTERMEDIATE: S&P Revises Outlook to Stable & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
HT Intermediate Holdings Corp., the parent of Hot Topic Inc., to
stable from negative.  At the same time, S&P affirmed its 'B'
corporate credit rating on the company.

Concurrently, S&P affirmed its 'B' issue-level and a '4' recovery
rating on Hot Topic's $355 million senior secured notes and S&P's
'CCC+' issue-level rating and '6' recovery rating on HT
Intermediate's $110 million senior pay-in-kind (PIK) toggle notes.

"The outlook revision reflects our expectation that the company?'s
successful execution of its growth in the underpenetrated plus-
size segment of the retail space will propel profit growth and
modest improvement of credit protection measures," said credit
analyst Mariola Borysiak.  "Our business risk assessment
incorporates our view of the company's participation in the highly
competitive and widely fragmented specialty apparel retail
industry.  Although the company has national presence, it is much
smaller than many of its specialty apparel peers."

The stable rating outlook reflects S&P's view that the company
will maintain credit protection measures in line with recent
levels with stable sales volume growth and credit measures such as
debt to EBITDA in the mid-4x to 5x range.  Sizable improvement in
Hot Topic?'s credit protection measures seems less likely over
time, given private ownership of the company and likelihood for
future debt financed dividends.

Upside Scenario

Although unlikely in the next year, S&P could raise its ratings if
the company continues to improve margins, and successfully expand
its top-line through new store growth and positive same-store
sales.  In that scenario, S&P would also expect leverage to remain
below 4x on a sustained basis.  This includes S&P's view that the
likelihood of leverage increasing above 5x has greatly diminished.
In that case, S&P could revise its assessment of the company's
financial risk profile to "aggressive" from "highly leveraged", or
revise its financial policy score to the more favorable financial
sponsor-5 (FS-5) from financial sponsor-6 (FS-6).

Downside Scenario

S&P could lower the rating if performance weakens because of weak
consumer spending or merchandising issues causing leverage to
increase to more than 5.5x and constraining the company's ability
to generate positive free operating cash flow.  S&P believes a
100-bp decline in gross margin from the current level coupled with
only 2% revenue growth would result in total debt to EBITDA
increasing to 5.6x. Also, any additional dividend payments that
cause credit protection measures to weaken and leverage exceeding
this threshold could have a negative effect on the rating.


HUSKY INTERNATIONAL: Moody's Affirms B2 CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service revised Husky International Ltd.'s
ratings outlook to stable from negative and affirmed the company's
B2 corporate family rating (CFR), B2-PD probability of default
rating, Ba3 senior secured credit rating, and Caa1 senior
unsecured notes rating.

"The outlook change to stable reflects expectations for improved
credit metrics and order trends through the next 12 to 18 months
which will firmly position the company in the B2 rating category,"
says Peter Adu, Moody's lead analyst for Husky.

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$110M Revolving Credit Facility due 2018, Ba3, LGD3, 30%

$991M Sen. Sec. Term Loan B due 2018, Ba3, LGD3, 30%

$570M Sen. Unsecured Notes due 2019, Caa1, LGD5, 84%

Outlook Action:

Change to Stable from Negative

Ratings Rationale

Husky's B2 CFR primarily reflects its high leverage (adjusted
Debt/EBITDA of 6.5x at Q1/14) and narrow product profile with
technology risk exposure. The rating also reflects the company's
strong global market position in the polyethylene terephthalate
(PET) pre-form market for beverage packaging, large installed base
which drives material replacement revenue, good geographic
diversity, strong EBITA margins, and expectations that modest
EBITDA growth will enable leverage to fall below 6x in the next 12
to 18 months. The rating considers Husky's earnings
diversification into medical devices and its increased scale in
beverage closures after closing the Sch"ttli Group acquisition in
December 2013. Demand for the company's PET equipment is cyclical,
and is influenced by capital spending decisions of its customers,
which include the world's largest beverage brands. However, this
cyclicality is tempered by Husky's relatively stable parts and
aftermarket service revenue, exposure to the growing medical
market, ongoing trend towards PET as a packaging material and
significant exposure to developing markets, where the majority of
industry growth is occurring. Despite its exposure to technology
risks from Asian competition, Moody's expects the strength of
Husky's market position to prevail into the medium term given its
continuing technological leadership.

Husky's liquidity is good, supported by cash balances of about
$125 million at Q1/14, expectations for annual free cash flow in
excess of $70 million and about $100 million of availability under
a $110 million revolving credit facility due June 2018. The
facility is not expected to be drawn through the next 4 to 6
quarters. Due to prepayments in Q1/13, Husky does not have
scheduled term loan repayments through 2018. The revolving
facility has no applicable financial covenant unless drawings
exceed $25 million, at which point a total leverage covenant comes
into effect. Moody's expects the total leverage covenant to have
cushion in excess of 25% if applicable. Husky's ability to
generate liquidity from asset sales is limited as the credit
facilities are secured by liens on all the assets of the company
and its material subsidiaries.

The outlook is stable because Moody's expects order trends to
continue to improve and support modest EBITDA growth which should
enable leverage to fall below 6x in the next 12 to 18 months.

Upward rating action could be considered should Husky improve its
adjusted Debt/ EBITDA towards 5x and EBITA/ Interest above 2x on a
sustainable basis. Downward rating pressure could arise if Husky's
adjusted Debt/ EBITDA is sustained above 6.5x or EBITA/ Interest
coverage is likely to trend below 1.25x.

The principal methodology used in this rating was the Global Heavy
Manufacturing Industry Methodology published in November 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.

Husky International Ltd. is a leading global manufacturer of PET
injection molding equipment and related components and services
for the beverage industry. Revenue for the twelve months ended
March 31, 2014 was $1.3 billion. The company is headquartered in
Bolton, Ontario, Canada.


INDUSTRIA DE ALIMENTOS: Chapter 15 Case Summary
-----------------------------------------------
Chapter 15 Petitioner: Dr. Alexandre Borges Leite

Chapter 15 Debtor: Industria de Alimentos Nilza, SA
                   Astigarraga Davis Mullins & Grossman, PA
                   c/o Gregory S. Grossman
                   1001 Brickell Bay Drive, 9th Floor
                   Miami, FL 33131

Chapter 15 Case No.: 14-22549

Type of Business: Engaged in manufacturing products and offering
                  services in the dairy market.

Chapter 15 Petition Date: May 30, 2014

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

Judge: Hon. Robert A Mark

Chapter 15 Petitioner's Counsel: Gregory S Grossman, Esq.
                                 Edward H. Davis, Jr. Esq.
                                 Daniel M. Coyle, Esq.
                                 ASTIGARRAGA DAVIS MULLINS
                                 & GROSSMAN, P.A.
                                 1001 Brickell Bay Drive,
                                 9th Floor
                                 Miami, FL 33131
                                 Tel: (305) 372-8282
                                 Fax: (305) 372-8202
                                 Email: ggrossman@astidavis.com
                                        edavis@astidavis.com
                                        dcoyle@astidavis.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


ISTAR FINANCIAL: Six Directors Elected at Annual Meeting
--------------------------------------------------------
iStar Financial Inc. held its 2014 annual meeting in New York, New
York, on May 22, 2014, at which the shareholders:

   (1) elected Jay Sugarman, Robert W. Holman, Jr., Robin Josephs,
       John G. McDonald, Dale Ann Reiss, and Barry W. Ridings as
       directors for terms expiring in 2015;

   (2) approved the Company's 2013 Performance Incentive Plan and
       approved the performance-based provisions of that plan;

   (3) approved an amendment to the Company's 2009 Long-Term
       Incentive Plan;

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

   (5) approved, on an advisory basis, the compensation of the
       Company's named executive officers.

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

As of March 31, 2014, the Company had $5.48 billion in total
assets, $4.21 billion in total liabilities, $11.35 million in
redeemable noncontrolling interest and $1.26 billion in total
equity.

                            *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JACOBY & MEYERS: Judge Wants Chapter 7 for Firm
-----------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Shelley Chapman in Manhattan sided with a
group of creditors seeking to force Jacoby & Meyers Bankruptcy LLP
into Chapter 7 protection, saying it was ?the right thing? to have
the court oversee the firm?s wind-down for the benefit of former
clients.

?This is a case that needs to exist,? Judge Chapman said during a
May 28 hearing in New York, over the objection of an attorney for
Jacoby & Meyers Bankruptcy, who argued that a trustee put in place
when the firm closed its doors in December has been doing an
adequate job, the report related.

?Information more than anything else is needed here,? Judge
Chapman said, adding that a request to move the case to Chicago
also would be denied, the report further related.  Judge Chapman
said she would wait to enter an official order putting the firm
into bankruptcy until Jacoby & Meyers Bankruptcy had a chance to
respond, the report said.

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


KLB STRATEGIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: KLB Strategies RE Investments LLC
        923 Tipsoo Loop N
        Rainier, WA 98576

Case No.: 14-14157

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 29, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Marc Barreca

Debtor's Counsel: Jeffrey B Wells, Esq.
                  ATTORNEY AT LAW
                  500 Union St Ste 502, Seattle, WA 98101
                  Tel: 206-624-0088
                  Email: paralegal@wellsandjarvis.com
                         paralegal@jeffwellslaw.com

Total Assets: $1.64 million

Total Liabilities: $1.93 million

The petition was signed by Marcella Golden, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb14-14157.pdf


LAWRENCE TECHNOLOGICAL: S&P Cuts Rating on Revenue Bonds to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Southfield Economic Development Corp., Mich.'s variable-
rate demand revenue bonds, issued for Lawrence Technological
University, one notch to 'BB+' from 'BBB-'.  The outlook is
stable.

The downgrade reflects Standard & Poor's opinion of the
university's high bank-related or bank-supported debt, significant
event-driven risk and potential liquidity exposure from the recent
issuance of bank debt, and small full-accrual deficit in fiscal
2013.

"We believe that during the two year outlook period, the
university's demand trends will likely remain stable and
enrollment will likely remain close to current levels.  We also
expect balanced financial operations on a full accrual basis and
the maintenance of current expendable resources.  We believe the
issuance of significant additional debt, especially if it
increases the university's exposure to event driven risk; larger
full accrual deficits; or significant decreases in net tuition
revenue could lead to a negative rating action during the outlook
period," said Standard & Poor's credit analyst Emily Avila.
"Although unlikely within the next two years due to the
university's exposure to significant event driven risk and
insufficient liquid resources to meet a liquidity crunch, we could
raise the rating if the university were to generate significant
full accrual surpluses, if financial resource ratios were to
improve sufficiently to become commensurate with the 'BBB' rating
category, and if demand metrics were to continue to improve."

At the same time, Standard & Poor's affirmed its 'AA/A-1' joint-
criteria rating on the bonds.  The long-term rating component
jointly reflects, assuming low correlation, the rating on the
university and the rating on JPMorgan Chase Bank N.A., the letter
of credit provider.  The short-term rating reflects the liquidity
provider's rating.

In Standard & Poor's opinion, the university has insufficient
liquid resources to cover balance sheet debt in the event of
payment acceleration, which is more reflective of a lower rating.
The potential acceleration risk and insufficient liquid resources
to meet a liquidity crunch resulted in, what the rating service
views as, a weaker financial profile that it considers more
commensurate with other 'BB+' rated institutions.  What Standard &
Poor's considers the university's solid financial resources for
the 'BB' rating category, moderate pro forma maximum annual debt
service debt, and record of stabilizing full-time-equivalent
enrollment while improving the demand profile support the rating.


LEHMAN BROTHERS: Miami Condo Property Files for Chapter 11
----------------------------------------------------------
FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc., and three of its wholly owned subsidiaries have
elected to file voluntary Chapter 11 petitions on June 1 in the
United States Bankruptcy Court for the Southern District of
New York seeking bankruptcy protection for its condominium hotel
property in Miami Beach that is operated and managed as a Canyon
Ranch Living Hotel and Spa.

FL Spirits has also filed a motion to pursue a sale process under
Section 363 of the Bankruptcy Code.  To this end, FL Spirits has
entered into an acquisition agreement with a "stalking horse"
bidder, 360 Miami Hotel & Spa LLC.  Upon a successful closing of
the transaction, the project will be managed by the Enchantment
Group, a premier operator of award-winning resorts and destination
spas, including Mii amo, a destination spa at Enchantment Resort.
Under the proposed agreement, the purchaser will acquire the hotel
lot (including the spa) and 13 condominium units for $12 million
subject to higher and better offers.  The sale agreement
contemplates a Court-supervised auction process, which is designed
to achieve the highest or best offer for FL Spirits' assets.  The
agreement with the purchaser sets the floor, or minimum acceptable
bid, and is subject to Bankruptcy Court approval and certain other
conditions.

The current operator of the hotel, Canyon Ranch Living, is not a
debtor, and operations at the property are expected to continue
without interruption, during and after any court-approved sale and
closing.  Canyon Ranch Living is not affiliated with Lehman and is
managing the hotel and condominium facilities pursuant to a
management contract.

The court filing related to the petition and sale process can be
found at http://cases.primeclerk.com/flspirits(Docket #14-11691).

                       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.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


LIFE LINE: SCC Closes Richmond-Based Credit Union
-------------------------------------------------
The State Corporation Commission (SCC) has closed Richmond,
Virginia-based Life Line Credit Union, Inc.  The SCC's Bureau of
Financial Institutions and the National Credit Union
Administration (NCUA) took control of the credit union at 4:00
p.m. Friday (May 23).  The NCUA Board has been named receiver.

Virginia Credit Union, Inc. is assuming all member shares. Life
Line Credit Union members become members of the Virginia Credit
Union and should experience no interruption in deposit services.
Members may contact the Virginia Credit Union about share accounts
beginning May 27 at (804) 323-6800 or toll free at 800-285-6609.

NCUA's Asset Management and Assistance Center will take charge of
Life Line Credit Union's assets and loans and will be sending
information in the near future to individuals who have such loans.
Members with questions about their loans may call the NCUA center
toll free at 877-715-0777.

The SCC acted pursuant to Section 6.2-1313 B of the Code of
Virginia which authorizes the Commission to close a state-
chartered credit union and take charge of its books, assets and
affairs if a credit union is found to be insolvent. The SCC
applied to the Circuit Court of the City of Richmond to have the
NCUA Board appointed receiver.

Life Line Credit Union had one office located at the North Medical
Office Building of St. Mary's Hospital, 5855 Bremo Road (Suite
701) in Richmond. It has held a state credit union charter since
1969. The credit union had more than 2,000 members with assets of
approximately $7.9 million.

Virginia Commissioner of Financial Institutions E. Joseph Face,
Jr., reminds credit union members that share accounts of all
Virginia credit unions are insured by the NCUA. The National
Credit Union Share Insurance Fund insures individual accounts up
to $250,000 and joint accounts up to $250,000 per member.


LIGHTSQUARED INC: Judge Drain Named Mediator for Plan Issues
------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York on May 28 issued an order selecting
the Hon. Robert D. Drain to serve as a mediator in the Chapter 11
cases of Lightsquared Inc. and its debtor affiliates.

The Mediator is authorized to mediate any issues concerning, among
other things, the terms of a plan or plans of reorganization
for the Debtors, including the following disputes:

   * the amount of equitable subordination of the claim of SP
     Special Opportunities LLC and the classification and
     treatment of the SPSO Claim in a plan of reorganization;

   * the allocation of estate value among the various
     constituencies and the structure of a plan or plans of
     reorganization for the Debtors;

   * certain other plan confirmation or other issues appropriate
     for mediation, as determined by the Parties and the Mediator.

                     About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Falcone's Harbinger Seeks Government Action
-------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that lawyers for hedge-fund manager Philip Falcone sent a letter
to the Federal Communications Commission, complaining that the
"billions of dollars" Mr. Falcone's Harbinger Capital Partners LLC
hedge fund sunk into LightSquared Inc. has been for naught after
regulators ordered an "indefinite halt" to further development of
LightSquared's network.

According to the report, in the letter, dated May 28, Harbinger's
lawyers urged the FCC to take "immediate, positive action" in
resolving the limbo in which LightSquared has languished for the
past several years.

                     About LightSquared Inc.

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

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

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

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


LUCA TECHNOLOGIES: Court Clears Sale of Wells to High Plains
------------------------------------------------------------
High Plains Gas, Inc. on May 29 disclosed that the company has
signed a contract to sell natural gas from their coalbed methane
wells to United Energy Trading of Lakewood, Colorado.  Terms of
the agreement have not been released, but the company expects to
start producing gas immediately.

High Plains filed an 8-K on March 3, 2014 disclosing the
acquisition of approximately 1400 coalbed methane wells from Luca
Technologies, Inc.  Per the agreement, High Plains Inc. acquired
all member interest in Patriot Energy Resources LLC and Patriot
Energy Gathering LLC.  The acquisition has cleared Bankruptcy
court and High Plains has now taken possession of the wells.
Including the Patriot wells, High Plains Gas, Inc., now owns
approximately 3,000 coalbed methane wells and expects to start
production in immediately.  High Plains' CEO Ed Presley adds, "We
will start producing wells on a small scale, but our intention is
to produce all 3,000 wells within 18 months."

On March 28th, 2014, High Plains filed its 10Q for the third
quarter of 2012 in late March.  The company is currently working
on its Form 10-K for 2012 and expects to file the report as soon
as possible. In addition, the company reports that it has the goal
of being current with all of its filings this summer.

Luca Technologies' Case Summary and 20 Largest Unsecured Creditors
was reported in the Troubled Company Reporter on July 23, 2013.
The petition (Bankr. D. Colo. Case No. 13-22013) was filed in
Denver bankruptcy court.  Judge Sidney B. Brooks oversees the
case.  Craig A. Christensen, Esq., at Lindquist & Vennum PLLP,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.  A
copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob13-22013.pdf
The petition was signed by Matt Micheli, general counsel.


MFM DELAWARE: Chapter 11 Plan Declared Effective in May
-------------------------------------------------------
MFM Delaware Inc. and affiliate MFM Industries Inc. notified the
U.S. Bankruptcy Court for the District of Delaware that their
Chapter 11 Plan, as amended, was declared effective on May 19,
2014.

As reported in the Troubled Company Reporter on May 5, 2014,
under the Court's order confirming the Plan, Matthew A. Crane is
appointed to serve as the Distribution Agent in accordance with
the terms of the Plan.

The Debtors' assets and liabilities, including Claims, are not
being substantively consolidated.  Each Debtor remains responsible
for the payment of quarterly fees pursuant to 28 U.S.C. Section
1930 to the Office of the U.S. Trustee until such time as a
particular case is closed, dismissed or converted.

A full-text copy of the Plan Confirmation Order may be accessed
for free at http://is.gd/a0WNW9

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

The Rosner Law Group, LLC and King & Spalding LLP represent the
Debtors.  Pharus Securities, LLC, serves as the Debtors'
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.

                          *     *      *

U.S. Bankruptcy Judge Peter J. Walsh issued an order on April 30,
2014, approving and confirming the Amended Chapter 11 Plan of MFM
Delaware Inc. and MFM Industries, Inc.




MILLER HEIMAN: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Miller Heiman Inc.
is a borrower traded in the secondary market at 96.40 cents-on-
the-dollar during the week ended Friday, May 30, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.30
percentage points from the previous week, The Journal relates.
Miller Heiman pays 575 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Sept. 24, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


MMODAL HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor
---------------------------------------------------------------
Legend Parent, Inc., et al., ask the Bankruptcy Court for
permission to employ Alvarez & Marsal North America, LLC to serve
as restructuring advisor to the Debtors, nunc pro tunc to the
Petition Date.

Among other things, A&M will provide assistance to the Debtors
with respect to management of the overall restructuring process,
the development of ongoing business and financial plans and
supporting restructuring negotiations among the debtors, their
advisors and their creditors with respect to an overall exit
strategy for their chapter 11 cases.  Specifically, A&M will:

   a) assist in refining the Debtors' current business plan and in
the preparation of a revised operating plan, balance sheet and
cash flow forecast (including covenants) and presentation of such
plan and forecast to the Debtors' board of directors and their
creditors;

   b) assist in the identification, quantification, execution and
monitoring of cost reduction and operational improvement
opportunities; and

   c) assist in the development and management of a 13 week
receipts and disbursements based cash flow forecast.

David J. Coles, a managing director with A&M, tells the Court that
pursuant to the engagement letter, A&M may utilize the services of
personnel of its affiliates in connection with the provision of
services.

The hourly rates of A&M personnel are:

         Managing Directors                   $650 - $925
         Directors                            $500 - $725
         Analysts/Associates                  $325 - $525

A&M received $100,000 on account of the Phase One work.
Additionally, A&M received $275,000 as an initial retainer in
connection with preparing for and conducting the filing of these
cases.  In the 90 days prior to the Petition Date, A&M received
retainers and payments totaling $1,716,924 in the aggregate for
services rendered and expenses incurred for the Debtors.  A&M has
applied these funds to amounts due for services rendered and
expenses incurred prior to the Petition Date.  The unapplied
residual retainer, which is estimated to total approximately
$400,000, will not be segregated by A&M in a separate account, and
will be held until the end of the cases and applied to A&M's
finally approved fees in the proceedings.  At the end of these
chapter 11 cases, any remaining balance will be promptly returned
to the Debtors upon the satisfaction of all obligations under the
engagement letter.

Mr. Coles assures the Court that A&M is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

     David Coles
     Managing Director
     ALVAREZ & MARSAL
     600 Madison Avenue, 8th Floor
     New York, NY 10022
     E-mail: dcoles@alvarezandmarsal.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: Hiring Delloite as Tax Services Provider
---------------------------------------------------------
Legend Parent Inc., et al., ask the Bankruptcy Court for
permission to employ Deloitte Tax LLP as tax services provider.

Deloitte will provide:

   I. Tax Consulting Services, among other things:

      a. advise the Debtors in their work with the Debtors'
         counsel and financial advisors on the cash tax effects of
         restructuring and bankruptcy and the post-restructuring
         tax profile, including plan of reorganization tax costs;

      b. advise the Debtors regarding the restructuring and
         bankruptcy emergence process from a tax perspective,
         including the tax work plan; and

      c. advise the Debtors on the cancellation of debt income for
        tax purposes under Internal Revenue Code Section 108;

  II. Tax Compliance Services, among other things:

      a. identify, complete, and file the various forms that
         may be required by the Internal Revenue Service and
         other taxing authorities in connection with preparation
         of the tax returns;

      b. calculate extension payments and preparing extension
         requests for the tax returns; and

      c. calculating the Debtors' 2014, 2015 and 2016 quarterly
         estimated tax payments, as needed.

III. Sales and Use Tax Services, among other things:

      a. prepare a monthly calendar for the sales and use tax
         returns;

      b. preparing sales and use tax registrations as directed by
         the Debtors;

      c. preparing the sales and use tax returns for the debtors'
         review, approval, and filing.

                Deloitte's Tax Hourly Billing Rates

                       Local Tax      National Tax and
  Professional Level   Specialists    Bankruptcy Specialists
  ------------------   -----------    ----------------------
  Partner, Principal      $500               $675
   Director
  Senior Manager          $450               $580
  Manager                 $380               $490
  Senior                  $260               $380
  Staff                   $200               $270

In accordance with the Tax Compliance Letter, Deloitte Tax is
entitled to the following annual period fees:

         Tax Return year                 Fee Amount
         ---------------                 ----------
              2013                        $130,000
              2014                        $135,000
              2015                        $140,000

The hourly rates that Deloitte Tax Professionals will charge in
connection with the Sales and Use Tax Services are:

      Professional Level                 Hourly Billing Rate
      ------------------                 -------------------
      Partner/Director                          $500
      Senior Manager                            $450
      Manager                                   $380
      Senior                                    $260
      Associate                                 $200
      Project Professional                      $180

Carl Mallios, a partner at Deloitte Tax LLP, assures the Court
that Deloitte Tax is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

He may be reached at:

     Carl Mallios
     DELOITTE TAX LLP
     550 South Tryon Street
     Charlotte, NC 28202

                          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: Stroock & Stroock Approved as Committee Counsel
----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Legend Parent Inc.,
to retain Stroock & Stroock & Lavan LLP as its counsel.

Frank A. Merola, member of the firm, told the Court that Stroock's
hourly rates are:

         Partners                   $795 - $1125
         Counsel & Associates       $395 - $840
         Paraprofessionals          $215 - $345

Mr. Merola assured the Court that Stroock is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Merola added that Stroock intended to make a reasonable effort
to comply with the U.S. Trustee's requests for information and
additional disclosures as set forth in the Guidelines for
Reviewing Applications for Compensation and Reimbursement of
Expenses by attorneys in Larger Chapter 11 Cases Effective as of
Nov. 1, 2013, both in connection with the application and the
interim and final fee applications to be filed by Stroock in the
cases.

The counsel can be reached at:

          Kristopher M. Hansen, Esq.
          Frank A. Merola, Esq.
          Matthew G. Garofalo, Esq.
          STROOCK & STROOCK & LAVAN LLP
          180 Maiden Lane
          New York, NY 10038-4982
          Tel: (212) 806-5400
          Fax: (212) 806-6006

                          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.


MOMENTIVE SPECIALTY: Files Conflict Mineral Report with SEC
-----------------------------------------------------------
Momentive Specialty Chemicals Inc. conducted a good faith
investigation in connection with the products it manufactured or
contracted to be manufactured in the period from January 1 to
Dec. 31, 2013, to determine whether any products contain conflict
minerals and whether any conflict minerals are necessary to the
functionality or production of said products.

Conflict minerals are defined as columbite-tantalite (coltan),
cassiterite, gold, wolframite, or their derivatives, which are
limited to tantalum, tin, and tungsten.  The Company conducted the
investigation utilizing its SAP product database and the
investigation showed that three product families within the Epoxy,
Phenolic and Coating Resins segment contain minor amounts of raw
materials that do or may contain trace amounts of tin that are
necessary to the functionality or the production of the product.
Out of approximately 1,500 suppliers of raw materials, the Company
was able to identify three suppliers that provide products that
may contain tin.  These purchases accounted for approximately
$280,000, or less than .01 percent of the Company's total raw
material purchases for the period covered by the report.

Based on the results of the above investigation, the Company
conducted a good faith inquiry to determine whether any conflict
minerals contained in its products originated in the Democratic
Republic of the Congo or an adjoining country, or were from
recycled or scrap sources.  This inquiry consisted of sending a
request letter via email to each of the Company's direct suppliers
of products containing tin, inquiring about the origin of the tin.
This request letter includes the template of the Electronics
Industry Citizenship Coalition and Global eSustainability
Initiative which the Company expects to be widely used in the
industry.  Suppliers were requested to respond to the survey
within two weeks.

Based upon the responses received, the Company has conducted, and
continues to conduct, due diligence on the source and chain of
custody of the conflict minerals contained in its products.

A copy of the Conflict Minerals Report is available for free at:

                        http://is.gd/YeUXAz

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported a net loss of $634 million on $4.89
billion of net sales for the year ended Dec. 31, 2013, as compared
with net income of $346 million on $4.75 billion of net sales for
the year ended Dec. 31, 2012.  As of March 31, 2014, the Company
had $2.95 billion in total assets, $5.05 billion in total
liabilities and a $2.10 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported by the TCR on May 5, 2014, Moody's Investors Service
affirmed Momentive Specialty Chemicals Inc's (MSC) corporate
family rating (CFR) at B3 but changed the ratings outlook to
negative due to weak credit metrics and the expectation that
credit metrics will not return to levels fully supportive of the
B3 Corporate Family Rating in 2014.


NATIONAL MENTOR: S&P Puts 'B' CCR on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said that it is placing its 'B'
corporate credit rating and issue-level ratings on National Mentor
Holdings Inc. on CreditWatch with positive implications.  The
CreditWatch placement follows the company's filing of an S-1
seeking to raise $250 million of equity to redeem the company's
z212 million outstanding senior notes.

"National Mentor's indirect parent filed an S-1 with intentions to
raise $250 million of equity," said credit analyst Tahira Wright.
"The proceeds will be used to redeem National Mentor's $212
million outstanding senior notes.  Upon success of the equity
raise and senior notes repayment, the company's debt leverage will
be around 4.25x, improved from about 5.5x as of March 31, 2014.
The company's improved credit metrics would prompt a
reconsideration of our financial risk assessment to "aggressive"
from the current "highly leveraged".  The company's "weak"
business risk profile would likely remain unchanged."

S&P will resolve the CreditWatch placement once the company's
equity raise is completed and redemption of the unsecured notes
occurs.  Upgrade potential is likely limited to one notch.  If the
company is not able to raise the intended equity and the senior
unsecured notes remain a part of the capital structure, S&P will
resolve the CreditWatch placement by affirming the existing 'B'
corporate credit rating.


NEPHROS INC: Files Copy of Presentation Materials With SEC
----------------------------------------------------------
Nephros, Inc., furnished the U.S. Securities and Exchange
Commission management presentation materials describing the
Company's business, a copy of which is available for free at:

                         http://is.gd/N4I9pA

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros, Inc., reported a net loss of $3.69 million in 2013
following a net loss of $3.26 million in 2012.  As of March 31,
2014, the Company had $3.05 million in total assets, $2.29 million
in total liabilities and $766,000 in total stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred negative cash flow from operations and net
losses since inception.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


NEXT 1 INTERACTIVE: Delays Fiscal 2014 Form 10-K
------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the period
ended Feb. 28, 2014.

"Registrant was not able to obtain all information prior to filing
date and the accountant could not complete the required financial
statements and management could not complete Management's
Discussion and Analysis of such financial statements by May 29,
2014," William Kerby, chief executive officer of the Company,
said.

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at Nov. 30, 2013, showed $4.89 million
in total assets, $21.64 million in total liabilities and a $16.75
million total stockholders' deficit.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


NUVILEX INC: Engages Chardan to Sell $50 Million Common Shares
--------------------------------------------------------------
Nuvilex, Inc., entered into a financial advisory, offering and at
the market offering engagement agreement with Chardan Capital
Markets, LLC, pursuant to which Chardan has agreed to use its
reasonable best efforts to act as the Company's sales agent in
connection with the sale of the Company's common stock, $.0001 par
value per share, in "at the market" or privately negotiated
transactions of up to $50,000,000, depending upon market
conditions and at the discretion of the Company.

The funds will be used for: (i) late-phase clinical trials in
pancreatic cancer with Clinical Network Services (CNS) in
Australia; (ii) preclinical studies and clinical trials with
Translational Drug Development (TD2) to address the symptoms of
pancreatic cancer to be conducted in the U.S.; and (iii) further
testing and research for diabetes in Europe.

Kenneth L. Waggoner, the CEO and President of Nuvilex said of the
agreement, "We are fortunate to have negotiated a banking
agreement of up to $50,000,000 with Chardan Capital Markets.  We
also want to thank Lincoln Park Capital for the $2 million
investment we received from them.  In light of our banking
agreement with Chardan Capital Markets, we have elected to
terminate our agreement with Lincoln Park Capital pursuant to a
mutual termination agreement.  Currently, Nuvilex's cash position
remains strong and we are under no financial pressure to meet any
long or short term cash requirements. Our shareholders should be
assured that Nuvilex has worked diligently to fund our technology
in a responsible fashion so that shareholder value is maximized.
The banking agreement represents a further endorsement by the
marketplace of our efforts to develop disease treatments based on
the "Cell-in-a-Box(R)" technology and the steps that we have made
to bring those treatments to a point where they can be
commercialized."

In connection with the banking agreement with Chardan Capital
Markets, Nuvilex intends to file an S-3 Registration Statement.
This "At the Market" funding will help Nuvilex preserve
shareholder value.  The S-3 Registration Statement will also
include shares currently owned by Lincoln Park Capital.

A more detailed description of the banking agreement with Chardan
Capital Markets and the mutual termination agreement with Lincoln
Park Capital are set forth in Nuvilex's Form 8-K which has been
filed with the SEC and can be reviewed at http://is.gd/WdXLY5

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

As of Jan. 31, 2014, the Company had $5.66 million in total
assets, $479,277 in total liabilities and $5.18 million in total
stockholders' equity.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


OREMEX SILVER: Expects to File Financial Statements by June 20
--------------------------------------------------------------
Oremex Silver Inc. on May 29 disclosed that further to its news
release on April 1, 2014, the British Colombia Securities
Commission issued a management cease trade order on April 1, 2014
for failure to its annual financial statements, CEO and CFO
certifications and management discussion and analysis for the year
ended November 30, 2013 by the deadline of March 30, 2014.  The
MCTO prohibits all trading by certain insiders of Oremex in
securities of the Company until the order is revoked.  The Company
is required to provide bi-weekly status updates in accordance with
National Policy 12-203 - Cease Trade Orders for Continuous
Disclosure Defaults until the MCTO has been revoked of a full
cease trade order issued.

The audit has now commenced and is progressing.  The Company is
trying to obtain the final documentation regarding its Mexican
operations necessary for the auditors to complete their work.
Given the transition of management at the end of 2013, the
auditors will be required to undertake additional audit procedures
and risk evaluation.  The Company anticipates that the Annual
Filings will be completed on or before June 20, 2014.

                           About Oremex

Oremex is a Canadian company focusing on the exploration and
development of silver projects along a highly productive
mineralized belt in Mexico. The Company has a portfolio of silver
projects including a mineral resource of 50.8 million ounces of
silver at its Tejamen deposit.


OTTER PRODUCTS: Moody's Affirms B1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings, including the
B1 Corporate Family Rating and the B1-PD Probability of Default
rating of Otter Products, LLC ("Otter"). Concurrently, Moody's
assigned a B1 rating to the company's proposed $125 million senior
secured Term loan A due 2019. Moody's notes that pro forma
leverage of 2.6x on a Moody's adjusted basis will remain unchanged
as the new $125 million Term loan A is offset by a $125 million
reduction in the Term loan B from $625 million to $500 million.
The Term loan B and $100 million revolving credit facility were
originally rated by Moody's on May 15th, 2014. Proceeds from the
new Term loan A along with the $500 million Term loan B will be
used to fund a $250 million distribution to shareholders and to
refinance the existing credit facility. The rating outlook is
stable.

The following ratings were affirmed:

Corporate Family Rating, affirmed at B1

Probability of Default Rating, affirmed at B1-PD

$100 million senior secured revolving facility due 2019, B1 (LGD3,
48%)

$500 million senior secured term loan B due 2020 (downsized from
$625 million), B1 (LGD3, 48%)

Rating Outlook, Stable

The following ratings were assigned:

$125 million senior secured term loan A due 2019, B1 (LGD3, 48%)

Ratings Rationale

The B1 CFR reflects Otter's continued success in meeting rising
retail demand for its protective smartphone cases and solutions as
demonstrated by its rapid sales growth over the past three years,
robust margins and leading market position. The 2013 acquisition
of LifeProof appears to have bolstered the company's competitive
standing within its niche product offering and should favorably
position Otter to benefit from the expected near-term growth in
smartphone and protective cases. These positive considerations are
tempered by an apparent willingness to operate the company at more
elevated leverage levels in order to accommodate a more aggressive
financial policy coupled with continued concerns about Otter's
high degree of customer (top 4 customers account for 45% of
revenues) and product concentration with Apple accounting for in
excess of 75% of revenues.

The B1 rating on the $100 million revolving facility, the $125
million Term loan A and the $500 million Term loan B is at the
same level as the CFR reflecting its preponderance within the
capital structure. The new senior secured credit facility is
expected to have a first lien claim on all tangible and intangible
assets of the borrowers and the guarantors.

Products LLC, headquartered in Fort Collins, Colorado, is a
designer, manufacturer, marketer and distributer of protective
solutions for the mobile accessory industry. Otter's products
include protective cases, screen protectors and dry boxes that
protect smartphones manufactured by most industry leading original
equipment manufacturers. In May 2013, Otter acquired LifeProof, a
leading provider of waterproof cases in the mobile device
accessory industry. Pro forma combined sales for the fiscal year
ended December 31, 2013 were approximately $925 million. Otter is
owned by the family of Curt Richardson, its founder.

The principal methodology used in this rating was Global
Manufacturing Industry published in December 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.


OVERLAND STORAGE: Reports Progress on Tandberg Data Merger
----------------------------------------------------------
Overland Storage, Inc., on May 29, 2014, sent a letter to certain
customers and other partners of the Company discussing the
Company's integration progress with Tandberg Data and its
agreement to merge with Sphere 3D.

"I'm happy to report that we continue to make progress and, in
fact, are ahead of schedule.  The combination of Tandberg Data and
Overland Storage has created one of the industry's broadest
product portfolios, ranging from Tandberg Data's RDX(R) removable
disk storage solutions to Overland's SnapServer DX NAS, SnapScale
clustered NAS and Virtual Tape Library, to the tape automation
product lines from both companies," the Company said.

As previously disclosed in the current report on Form 8-K, dated
May 15, 2014, the Company entered into an Agreement and Plan of
Merger with Sphere 3D 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
Company, and as a result the Company will continue as the
surviving operating corporation and a wholly owned subsidiary of
Sphere.

A copy of the letter is available for free at http://is.gd/KZ0Xeu

                      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.


P-T-S FAMILY LIMITED: Case Summary & 15 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: P-T-S Family Limited Partnership
           dba Raintree Village Apartments
        2025 Jerry Murphy Road
        Pueblo, CO 81001

Case No.: 14-17473

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 29, 2014

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

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Aaron A Garber, Esq.
                  KUTNER BRINEN GARBER, P.C.
                  1660 Lincoln St.
                  Ste., 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: aag@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mickel Robinson, manager.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob14-17473.pdf


PETTERS COMPANY: Court Approves Hodler as Trustee's Swiss Counsel
-----------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee of Petters Company, Inc.
and its debtor-affiliates, sought and obtained permission from the
Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to employ Hodler Rechtsanwalte as counsel,
effective Apr. 1, 2014.

The Chapter 11 Trustee requires Hodler to advise him with respect
to the laws of Switzerland, legal strategy and to represent the
Trustee with respect to any claims of the PCI Bankruptcy Estate
and its consolidated estates against individuals or entities in
Switzerland, including any resulting litigation, and related
matters.

The Chapter 11 Trustee desires to retain Hodler as local counsel
to advise and represent him on matters arising from the adversary
proceedings related to the Bankruptcy Cases against defendants in
Switzerland and believes that the best interest of the Debtors'
estates will be served by retaining Hodler.

Hodler will be paid at these hourly rates:

       Partners                   CHF470
       Senior Associates      CHF335-CHF365
       Paralegals                 CHF210
       Administrative             CHF110

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

Bernhard Welten, leading partner of Hodler, 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.

Hodler can be reached at:

       Bernhard Welten, LL.M.
       HODLER RECHTSANWALTE
       Elfenstrasse 19
       P.O. Box 1010
       3000 Bern 6, Switzerland
       Tel: +41 31 356 90 00
       Fax: +41 31 356 90 01
       E-mail: welten@hodler.ch

                  About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: MVVP Approved as Ch.11 Trustee's Belgian Counsel
-----------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee of Petters Company, Inc.
and its debtor-affiliates, sought and obtained permission from the
Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to employ Marx Van Ranst Vermeersch &
Partners cvba ("MVVP") as counsel, effective Apr. 1, 2014.

The Chapter 11 Trustee requires MVVP to advise him with respect to
the laws of Belgium, legal strategy and to represent the Trustee
with respect to any claims the bankruptcy estates may assert
against individuals or entities in Belgium, and related matters.

MVVP will be paid at these hourly rates:

       Partners                   EUR350
       Associates             EUR160-EUR275
       Paralegals                 EUR80

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

Eric Laevens, partner of MVVP, 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.

MVVP can be reached at:

       Eric Laevens, Esq.
       MARX VAN RANST VERMEERSCH & PARTNERS
       Tervurenlaan 270 Avenue de Tervueren
       1150 Brussels
       Tel: +32 2 285 01 00
       Fax: +32 2 230 33 39
       E-mail: Eric.Laevens@mvvp.be

                  About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Adam & Bleser Okayed as Luxembourg Counsel
-----------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee of Petters Company, Inc.
and its debtor-affiliates, sought and obtained permission from the
Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to employ Adam & Bleser as counsel.

The Chapter 11 Trustee requires Adam & Bleser to advise him with
respect to the laws of the Grand Duchy of Luxembourg, legal
strategy and to represent the Trustee with respect to any claims
of the Bankruptcy Estates against individuals or entities in
Luxembourg, including any resulting litigation, and related
matters. The Trustee seeks to retain Adam & Bleser under Section
327(a) of the Bankruptcy Code, Bankruptcy Rule 20l4(a) and Local
Rule 2014-1(i).

Adam & Bleser will be paid at these hourly rates:

       Romain Adam                EUR320
       Catherine L'Hote-Tissier   EUR320
       Junior Partners            EUR240
       Associates                 EUR180
       Paralegals                 EUR65

Adam & Bleser will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Romain Adam, partner of Adam & Bleser, 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.

Adam & Bleser can be reached at:

       Romain Adam, Esq.
       ADAM & BLESER
       5, Boulevard Royal
       Luxembourg, L-2013
       Tel: +352 47 24 24
       Fax: +352 47 24 25
       E-mail: r.adam@adam-bleser.lu

                  About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Court Okays Hiring of LK Shields as Irish Counsel
------------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee of Petters Company, Inc.
and its debtor-affiliates, sought and obtained permission from the
Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota to employ LK Shields Solicitors as counsel,
effective Apr. 1, 2014.

The Chapter 11 Trustee requires LK Shields as counsel to advise
him with respect to Irish law, legal strategy and to represent the
Trustee with respect to any claims of the Bankruptcy Estates
against individuals or entities in Ireland, including any
resulting litigation, and related matters.  The Trustee seeks to
retain LK Shields under Section 327(a) of the Bankruptcy Code,
Bankruptcy Rule 20l4(a) and Local Rule 2014-1(i).

LK Shields will be paid at these hourly rates:

       Edmund Butler              EUR450
       Partners               EUR320-EUR450
       Associate Solicitors   EUR220-EUR350
       Trainee Solicitors     EUR85-EUR180
       Paralegals                 EUR65

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

Edmund Butler, partner of LK Shields, 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.

LK Shields can be reached at:

       Edmund Butler, Esq.
       LK SHIELDS SOLICITORS
       40 Upper Mount Street
       Dublin 2, Ireland
       Tel: +353 1 637 1539
       E-mail: ebutler@lkshields.ie

                  About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILLIPS-MEDISIZE: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating to Phillips-Medisize
Corporation ("Phillips"), the parent of Phillips Plastics
Corporation. At the same time, Moody's assigned B2 (LGD 3, 34%)
ratings to the company's proposed first lien senior secured credit
facilities, including a $365 million first lien senior secured
term loan and a $70 million senior secured revolving credit
facility. Moody's also assigned a Caa2 (LGD 5, 84%) rating to the
company's proposed $170 million second lien senior secured term
loan. The proceeds from the senior secured term loans, along with
a contribution of common equity, will fund the acquisition of the
company by Golden Gate Capital from funds managed by Kohlberg &
Company, L.L.C., refinance existing debt, and pay transaction fees
and expenses. The rating outlook is stable.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

Issuer: Phillips-Medisize Corporation:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Senior secured revolving credit facility, B2 (LGD 3, 34%)

Senior secured first lien term loan, B2 (LGD 3, 34%)

Senior secured second lien term loan, Caa2 (LGD 5, 84%)

The rating outlook is stable.

Moody's anticipates all of the corporate and instrument ratings at
Phillips Plastics Corporation will be withdrawn upon completion of
the proposed transaction and repayment of existing debt.

Ratings Rationale

"The B3 Corporate Family Rating reflects the very high financial
leverage resulting from the sizeable amount of debt that will be
used to fund the acquisition of the company," stated Moody's
Analyst Daniel Goncalves. "However, the company's credit profile
benefits from a leading global market position as a provider of
outsourced design, development and manufacturing services to the
pharmaceutical, medical device, and specialty commercial markets,"
continued Goncalves.

On a pro forma basis for the acquisition financing transaction,
Moody's estimates pro forma adjusted debt to EBITDA of
approximately 7.8 times for the twelve months ended March 31,
2014. The rating also reflects the company's small absolute size
based on revenue, and considerable concentration of revenue from
its top customers and therapeutic category, diabetes. However, the
rating is supported by the company's good geographic
diversification and solid technical capabilities, as well as from
Moody's expectation of steady growth in diabetes due to long-term
demographic factors. In addition, providing stability to Phillips'
business profile are the company's longstanding customer
relationships, high barriers to entry, and significant switching
costs for existing customers. Moody's expect the company to
maintain good external sources of liquidity, with an undrawn $70
million revolving credit facility at the close of the transaction.

The stable outlook incorporates Moody's expectation that the
company will exhibit steady organic revenue and earnings growth
from recent new business awards such that leverage declines from
the currently very high levels, supported by the company's ongoing
focus on cost reduction initiatives.

The ratings could be downgraded if top-line pressure accelerates
such that leverage increases, or if operating margins, cash flow,
or sources of liquidity deteriorate. In addition, the ratings
could be lowered if the company engages in material debt-financed
shareholder initiatives.

While not expected over the near-term due to the company's
relatively small size and high financial leverage, the ratings
could be upgraded if top-line growth improves and credit metrics,
including free cash flow to debt and debt to EBITDA, are sustained
above the 5% and below the 6.0 times range, respectively.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 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.

Based in Hudson, Wisconsin, Phillips-Medisize Corporation
("Phillips"), through its wholly-owned subsidiary, Phillips
Plastics Corporation, provides design and contract manufacturing
services to the Drug Delivery, Consumable Diagnostic and Specialty
Commercial markets. Approximately seventy-five percent of company
revenue is from Drug Delivery and medical products. For the twelve
months ended March 31, 2014, the company generated net sales of
approximately $526 million.


PHILLIPS-MEDISIZE: S&P Affirms 'B' CCR on Acquisition by Sponsor
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Phillips-Medisize Corp.

At the same time, S&P assigned a 'B' issue-level rating with a '3'
recovery rating to the new $435 million first-lien credit
facility, which includes an undrawn $70 million revolving credit
line.  The '3' recovery rating reflects S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.

S&P also assigned a 'CCC+' issue-level rating with a '6' recovery
rating to the new $170 million second-lien credit facility.  The
'6' recovery rating reflects S&P's expectation for negligible (0%-
10%) recovery in the event of a payment default.

The company's affiliate Pantheon Merger Corp., which will be
merged into Phillips-Medisize upon the completion of the
transaction, will be the issuer of the new credit facilities.

"Our rating on Phillips-Medisize reflects our assessment of the
company's "weak" business risk profile, unchanged from prior
ownership, and "highly leveraged" financial risk profile, which we
revised from "aggressive" to reflect higher debt," said credit
analyst Maryna Kandrukhin.

The stable outlook reflects S&P's expectation that, despite
increasing EBITDA and positive cash flow generation, Phillips-
Medisize's adjusted debt leverage will remain above 5x over the
next 12 months, consistent with a "highly leveraged" financial
risk profile.

Downside scenario

S&P could lower its rating if the company's operating performance
deteriorates significantly as a result of a loss of one or more
large contracts or a decline in end-user market share for a major
product.  Such a scenario would encompass a revenue decline
coupled with an EBITDA margin contraction of at least 350 bps and
zero to negative cash flow generation.

Upside scenario

While unlikely, S&P could consider a higher rating if the company
were able to reduce leverage below 5x while sustaining FFO to
total debt of above 12%.  Such an improvement could be achieved if
the company repaid around $220 million of outstanding debt.
Equally important, S&P would need to believe that financial policy
would be consistent with the maintenance of improved credit
measures on an ongoing basis.


PORTER BANCORP: Shareholders Elect Seven Directors
--------------------------------------------------
Porter Bancorp, Inc.'s shareholders elected seven directors to
serve for one-year term, namely:

   (1) Glenn Hogan - Chairman of Porter Bancorp, Inc., and CEO of
       a commercial real estate development firm;

   (2) Michael T. Levy - vice president of Brown & Brown, a
       Lexington-based insurance brokerage firm;

   (3) William G. Porter - retired CPA and manufacturing
       executive;

   (4) Marc Satterthwaite - vice president, director of Sales
       Operations, North America, for Brown-Forman Corporation, a
       diversified producer of fine quality consumer products;

   (5) John T. Taylor - president and CEO of Porter Bancorp, Inc.,
       and president and CEO of PBI Bank, Inc.;

   (6) Mark F. Wheeler - chief financial officer of PT
       Development, a Louisville-based management firm that
       specializes in providing management and other operational
       efficiencies to privately held physical therapy practices;
       and

   (7) Kirk Wycoff - managing member of Patriot Financial
       Partners, L.P., a private equity fund focused on investing
       in community banks, thrifts and other financial service
       related companies.

The shareholders approved, on a non-binding advisory basis, the
compensation of the company's executives, approved an amendment to
the 2006 Non-employee Director Incentive Stock Plan, and approved
an amendment to the 2006 Stock Incentive Plan.

In comments made at the meeting, John T. Taylor, President and CEO
of Porter Bancorp, Inc., stated, "On behalf of Porter Bancorp and
PBI Bank, we acknowledge outgoing board members David L. Hawkins,
Sidney L. Monroe, Jr. and Stephen A. Williams today and offer our
sincere gratitude for the time and effort they've dedicated to our
board as we've worked to move the bank forward.

"We also want to recognize three new additions to the board and
officially welcome Marc Satterthwaite, Mark Wheeler and Mike Levy
to our solid team of directors," continued Taylor.  "I personally
am very excited about the experience and expertise they bring to
the table as we seek out growth opportunities and provide
outstanding service to our customers."

                       About Porter Bancorp

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

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

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.


RAILSIDE LLC: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Railside, LLC
        4521 SW Bimini Circle N.
        Palm City, FL 34990

Case No.: 14-22309

Chapter 11 Petition Date: May 29, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Brett A Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  105 S. Narcissus Avenue, Suite 802
                  West Palm Beach, FL 33401
                  Tel: 561.833.1113
                  Fax: 561-833-1115
                  Email: belam@brettelamlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by John J. Katsock, Jr., co-managing
member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-22309.pdf


REPUBLIC OF TEXAS: Plan Approved, To Emerge From Chapter 11
-----------------------------------------------------------
Republic of Texas Brands, Inc., 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 our 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


RICOMINI BAKERA: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ricomini Bakera Hormigueros, Inc.
        Po Box 1280
        Hormigueros, PR 00660

Case No.: 14-04277

Chapter 11 Petition Date: May 29, 2014

Court: United states Bankruptcy Court
       District of Puerto Rico (Ponce)

Judge: Hon. Edward A Godoy

Debtor's Counsel: Luis Roberto Santos Baez, Esq.
                  SANTOS & NIEVES BLAS
                  P.O.Box 1809
                  Mayaguez, PR 00709
                  Email: lsantos19@yahoo.com

Total Assets: $1.60 million

Total Liabilities: $2.49 million

The petition was signed by Luis Lopez Rivera, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-04277.pdf


SENSUS U.S.A.: S&P Raises CCR to 'B'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Raleigh, N.C.-based Sensus U.S.A. Inc.
to 'B' from 'B-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $575 million first-lien credit facilities to 'B' from
'B-'.  The '3' recovery rating remains unchanged, indicating S&P's
expectation for meaningful recovery (50%-70%) in a payment default
scenario.  The first-lien credit facilities consist of a
$100 million revolving credit facility due 2016 and a $475 million
term loan due 2017.

S&P also raised its issue-level rating on the company's $150
million senior secured second-lien term loan due 2018 to 'CCC+'
from 'CCC'.  The '6' recovery rating remains unchanged, indicating
S&P's expectation for negligible recovery (0%-10%) in a payment
default scenario.

The upgrade and outlook revision reflect the recent improvement in
Sensus' operating and financial performance.  Sensus has
benefitted from recent contract awards, leading to improving
revenue, profitability and cash flow generation, and the
alleviation of any liquidity concerns.  S&P expects that the
headroom under the company's financial covenants will remain
adequate, despite the step down in its net leverage covenant this
year.  Importantly, Sensus' future operating prospects have
improved, and S&P forecasts continued new contract awards to
translate into a gradual improvement in credit measures.

The outlook is stable.  "The company's operating and financial
performance have improved in recent quarters, and we expect this
trend to continue over the next 12-18 months," said Standard &
Poor's credit analyst Carol Hom.  "We also expect leverage to
remain between 5x-6x, FFO to debt of about 12%, and liquidity,
including covenant headroom, to remain 'adequate'."

S&P could raise the rating if the company's operating prospects
improve further, causing profitability to improve significantly
and it is sustained at the higher level, and if S&P forecasts that
debt to EBITDA will improve and remain at less than 5x coupled
with liquidity and financial policies that support operating at
below 5x debt to EBITDA.

S&P could lower the rating if the company's performance weakens,
resulting in limited covenant headroom and liquidity concerns, or
if its credit measures deteriorate such that leverage is well
above 6x with limited near-term prospects for improvement.


SITEL LLC: Moody's Affirms Caa1 CFR & Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Sitel LLC
("Sitel") to negative from stable. Moody's also affirmed the
existing ratings of Sitel, including the Caa1 Corporate Family
Rating ("CFR") and Caa1-PD Probability of Default Rating ("PDR").

The change in rating outlook to negative reflects weaker than
expected operating trends in Sitel's business and Moody's concerns
over the company's ability to materially improve its EBITDA and
free cash flow over the near to medium term.

The following ratings have been affirmed:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

$61 million first lien revolving credit facility due 2016 at B2
(LGD2, 26%)

$228 million (outstanding) first lien term loan due 2017 at B2
(LGD2, 26%)

$200 million 11% Senior Secured Notes due 2017 at B2 (LGD2, 26%)

$300 million 11.5% Senior Unsecured Notes due 2018 at Caa2 (LGD5,
81%)

Speculative grade liquidity at SGL-3

Ratings Rationale

Even after incorporating the recent cash equity infusion from the
sponsor (which could partially be used to reduce outstanding
revolver borrowings), the company's leverage is expected to remain
high, at around 6.0 times over the next 12 to 18 months. The
negative outlook also incorporates the potential need for seeking
covenant relief (under the recently amended financial maintenance
covenants) due to tightening in covenant cushion in the second
quarter of fiscal 2015 (as covenant requirements reset in June
2015).

The affirmation of the Caa1 CFR predominantly reflects Sitel's
good operating scale, market position and diversified customer
base by end-market verticals. It also incorporates the company's
improved albeit still weak free cash flow generation (relative to
prior periods and normalized for recent increases in accounts
receivables due to timing of cash receipts). Furthermore, the
affirmation reflects the credit support provided by its sponsor
Onex Corporation and other investors, demonstrated by the recent
infusion of cash equity capital to improve Sitel's near term
liquidity profile and fund future projects that support margin
expansion and IT platform improvements.

Sitel's ratings could be downgraded if liquidity weakens,
including depleting cash balances and lack of access to funds
under the revolving credit facility. The ratings could also be
downgraded if Sitel's prospective ability to comply with financial
covenants becomes uncertain or if the company's earnings and
operating cash flow continues to decline.

Given the company's high leverage and Moody's expectations of
continued revenue attrition and weak cash flow generation, an
upgrade of the rating is not likely in the near term. However,
Moody's could upgrade Sitel's ratings if the company's free cash
flow turns positive driven by sustained improvement in earnings.
An upgrade would also require the company to maintain a good
liquidity profile.

Headquartered in Nashville, Tennessee, Sitel is a leading customer
care and business process outsourcing vendor with revenues of
about $1.4 billion for the last twelve month period ending March
31, 2014. Private equity firm Onex Corporation owns a majority
interest in Sitel Worldwide Corporation, Sitel's parent company.

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.


SLAP SHOT: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Englewood, Colo.-based parent company Slap Shot
Holdings and Subsidiaries (d/b/a Sports Authority).  The outlook
is stable.

In addition, S&P withdrew its 'B-' corporate credit rating on
subsidiary, The Sports Authority Inc.  S&P also affirmed its
ratings on the company's debt.

"We view Sports Authority's business as having a good, yet small
market position in the mature and fragmented retail sporting goods
industry," said credit analyst Kristina Koltunicki.  "Dick's
Sporting Goods is Sports Authority's main direct competitor,
offering a similar merchandise mix in a big-box format.  Other
competitors include traditional sporting goods stores, specialty
retailers, and department stores, mass merchants, and catalog and
Internet retailers.  We believe the intense competitive
environment will not change meaningfully over the next year and it
will be difficult for Sports Authority to retain or gain market
share.  Recent operating performance was weak, evidenced by
declining comparable-store sales for the past few years."

The stable rating outlook on Slap shot Holdings reflects S&P's
expectation that operating performance and credit protection
measures will generally remain consistent with recent trends and
that the company's financial risk profile will remain "highly
leveraged" with thin cash flow protection measures.  S&P believes
competitive pressures will continue to challenge growth over the
next 12 months; however, it is S&P's expectation that liquidity
will remain "adequate".

Downside scenario

S&P could lower its ratings if liquidity deteriorates such that
the company's ability to fund ongoing operations from availability
under its revolving credit facility is at risk.  Trending toward a
violation of the springing financial performance covenants (less
than 10% of availability, for example) could also cause a
downgrade.

Upside scenario

Although unlikely at this time, S&P could consider an upgrade if
the company performs meaningfully above its expectations, and S&P
thinks the company would achieve sustained interest coverage in
the low-2.0x area and lease-adjusted leverage approaching 5.0x.
In this scenario, EBITDA would need to increase by approximately
20% over the next year, holding EBITDA levels constant.  For
example, recent positive comparable-store sales trends would need
to continue.


SLAVIE FEDERAL: FDIC Named as Receiver; Bay Bank Assumes Deposits
-----------------------------------------------------------------
Slavie Federal Savings Bank, Bel Air, Maryland, was closed Friday
by the Office of the Comptroller of the Currency, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Bay Bank, FSB, Lutherville, Maryland, to
assume all of the deposits of Slavie Federal Savings Bank.

The two branches of Slavie Federal Savings Bank will reopen Monday
as branches of Bay Bank, FSB during their normal business hours.
Depositors of Slavie Federal Savings Bank will automatically
become depositors of Bay Bank, FSB.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Slavie
Federal Savings Bank should continue to use their existing branch
until they receive notice from Bay Bank, FSB that it has completed
systems changes to allow other Bay Bank, FSB branches to process
their accounts as well.

Friday evening and over the weekend, depositors of Slavie Federal
Savings Bank were able to access their money by writing checks or
using ATM or debit cards.  Checks drawn on the bank will continue
to be processed.  Loan customers should continue to make their
payments as usual.

As of March 31, 2014, Slavie Federal Savings Bank had
approximately $140.1 million in total assets and $111.1 million in
total deposits.  Bay Bank, FSB will pay the FDIC a premium of 0.20
percent to assume all of the deposits of Slavie Federal Savings
Bank.  In addition to assuming all of the deposits of the failed
bank, Bay Bank, FSB agreed to purchase approximately $129.9
million of the failed bank's assets.  The FDIC will retain the
remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $6.6 million.  Compared to other alternatives, Bay
Bank, FSB's acquisition was the least costly resolution for the
FDIC's DIF.  Slavie Federal Savings Bank is the ninth FDIC-insured
institution to fail in the nation this year, and the first in
Maryland.  The last FDIC-insured institution closed in the state
was Bank of the Eastern Shore, Cambridge, on April 27, 2012.


SOURCE INTERLINK: Winds Down Operations, 6,000 Jobs Lost
--------------------------------------------------------
Jeffrey A. Trachtenberg, writing for The Wall Street Journal,
reported that Source Interlink Distribution, one of the biggest
distributors of magazines in the U.S., said on May 30 that it will
soon end "substantially all" of its business operations, putting
its 6,000 employees out of work.

According to the report, the wholesale distribution company, based
in Bonita Springs, Fla., said it had tried to strike new terms
with key publishers and national distributors over the last five
months but failed to do so.


STONEMOR PARTNERS: Moody's Affirms B2 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of StoneMor
Partners, L.P. including the B2 Corporate Family rating ("CFR"),
the B2-PD Probability of Default rating ("PDR") , the SGL-3
Speculative Grade Liquidity rating and the B3 senior unsecured
bond rating. The ratings outlook remains stable.

On September 26, 2013, StoneMor and the Archdiocese of
Philadelphia entered into a purchase-like lease agreement for
13 cemeteries that required StoneMor to pay $53 million at closing
on May 28, 2014. On April 2, 2014, StoneMor agreed to acquire 9
funeral homes, 12 cemeteries, 2 crematories and certain related
assets from Service Corporation International, Inc. ("SCI") for
$54 million. Moody's expects the acquisition to close in June,
2014. On May 19, 2014, StoneMor announced that American
Infrastructure MLP Funds ("AIM") committed up to $130 million of
equity capital, including $55 million of four-year, non-cash
common units, to fund the lease and the acquisition. On May 29,
2014, StoneMor announced that it priced approximately $58.2
million (net of underwriting discount and offering expenses) of
common units, the proceeds of which it plans to use to fund the
lease and acquisition and to reduce revolver borrowings.

Rating Rationale

The affirmation of the B2 CFR and B3 senior unsecured note rating
reflects Moody's expectations for debt to increase as StoneMor
implements pre-need selling programs at its newly-acquired
properties. The financing of the Archdiocese of Philadelphia
cemetery lease and SCI acquisition with new equity will increase
its accrual revenues by 25% to 30% without adding any additional
debt initially, lending support to the ratings. StoneMor's small
revenue size and Moody's expectations for negative free cash flow
driven by aggressive cash distribution policies required by its
master limited partnership structure weigh on the ratings. Moody's
anticipates StoneMor will continue to be an opportunistic acquirer
of cemetery and funeral properties. Liquidity is considered
adequate.

The stable outlook anticipates modest profitability growth
(accrual basis) over the next year driven by recent acquisitions.
The ratings could be pressured by a decline in accrual earnings
attributable to slowing pre-need sales or difficulty integrating
acquisitions. In addition, the ratings could be lowered if
liquidity deteriorates due to weaker earnings or a more aggressive
cash distribution policy, or Moody's expects free cash flow to
debt and retained cash flow to net debt (both ratios before
distributions) to be sustained near or below 0%. If debt to
accrual EBITDA rises above 5 times, a downgrade is also possible.
The ratings could be upgraded if a sustained improvement in
profitability results in Moody's anticipating a sustained
reduction in GAAP financial leverage, free cash flow to debt
(before distributions) of about 12% and positive free cash flow
(after distributions).

Affirmations:

Issuer: StoneMor Partners LP

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Senior Unsecured Bond due Jun 1, 2021, Affirmed B3 (LGD5, 71%
revised from LGD4, 69%)

Outlook, Remains Stable

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.

StoneMor is a provider of funeral and cemetery products and
services in the United States. As of December 31, 2013, StoneMor
operated 277 cemeteries and 90 funeral homes in the US and Puerto
Rico. The company owns 259 of these cemeteries and operates the
remaining 18 under long-term management agreements with non-profit
cemetery corporations that own the cemeteries. Moody's expects
accrual revenues of approximately $350 million in 2014.


SURGICAL SPECIALTIES: Moody's Cuts Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Surgical Specialties
Corporation (US), Inc.'s (SSC)Corporate Family Rating to Caa1 from
B3, Probability of Default rating to Caa2-PD from Caa1-PD and
senior secured credit facilities rating to Caa1 from B3. The
rating outlook is stable. This rating action concludes the review
for downgrade placed on March 17, 2014.

The rating downgrade incorporates Moody's concern regarding the
viability of SSC's business model and ability to compete
effectively in light of its negative operating performance trend.
Moody's believes that the sale of its innovative Quill knotless
suture technology to Johnson & Johnson (JNJ) has significantly
weakened SSC's ability to compete with JNJ and maintain its own
Quill sales, which has led to material earnings deterioration in
the past two quarters. Moody's expects the competitive headwinds
will persist and could intensify in the coming year, exerting
additional pressure on SSC's earnings and cash flow. The rating
action also reflects the company's shift in its corporate strategy
towards growing the topline through potential tuck-in acquisitions
as evidenced by a recent credit agreement amendment. This change
in financial policy is contrary to Moody's original expectation of
growing the business organically, and could result in higher
financial leverage and business risks at a time when SSC's core
earnings are under pressure.

The following ratings were downgraded:

Surgical Specialties Corporation (US), Inc.

Corporate Family Rating -- to Caa1 from B3

PDR to Caa2-PD from Caa1-PD

First lien senior secured Term Loan B to Caa1 (LGD3, 34%) from B3,
(LGD3, 35%)

First lien senior secured Revolver to Caa1 (LGD3, 34%) from B3,
(LGD3, 35%)

Rating Rationale

Surgical Specialties Corporation's Caa1 CFR reflects its weak
operating trend and earnings vulnerability to competitive pressure
given its extremely small revenue base and its focus on narrow
customer segments within the wound closure and surgical blade
market. The broader surgical products market is dominated by much
larger players including Johnson & Johnson (Aaa stable) and
Covidien (Baa1 stable). SSC offers a limited array of branded
lower tech surgical products that are focused on very narrow
product or customer segments such as ophthalmic blades; however,
the company reportedly is among the leading players within these
narrow segments. Concerns are partly offset by moderately high
leverage of below 4.0x Debt/EBITDA, which is lower than what is
typically associated with Caa1 rated issuers.

The stable outlook reflects Moody's expectation that the earnings
decline could see some moderation in the next year as the company
implements a sales force restructuring while optimizing its
manufacturing footprint to achieve cost savings. The outlook also
anticipates that the company will maintain adequate liquidity,
such that its free cash flow remains at least break-even. However,
earnings pressure as well as costs associated with implementation
of operating initiatives will likely strain cash flow and diminish
headroom under the financial covenants.

If the company sees significant impairment in liquidity or
continues to fail to replace lost revenues because of a downturn
in Quill sales, the ratings could be downgraded.

If the company is able to demonstrate its ability to defend its
market position, continue to grow its sales of Quill and other
products alongside JNJ as a competitor, resulting in a stabilized
and more predictable earnings pattern and sustainable positive
free cash flow, the ratings could be upgraded.

The principal methodology used in this rating was the Global
Medical Product and Device Industry published in October 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Surgical Specialties Corporation (US), Inc. (SSC) is the borrowing
entity for Angiotech Pharmaceuticals, Inc, headquartered in
Vancouver, Canada. SSC and its operating subsidiaries manufacture
single-use surgical products within the areas of surgical wound
closure, oral surgery and ophthalmology. Product sales for SSC
were approximately $128 million during fiscal 2013.


SWIFT TRANSPORTATION: Moody's Affirms Ba3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 Corporate Family
Rating ("CFR") for Swift Transportation Co., LLC ("Swift") and
assigned a Ba2 rating to Swift's amended senior secured credit
facility. The amended facility comprises a $450 million term loan
A, a $450 million term loan B and a $450 million revolving credit
facility. Moody's has also affirmed the B1 rating of the company's
senior secured second lien notes due 2018. The ratings outlook is
stable.

Ratings Rationale

The Ba3 CFR for Swift takes into account the company's position as
a leading provider of transportation services in the North
American truckload market, its attractive operating margins as
well as the substantial fleet investments that the company has
made over the last several years. As the company grows its higher
margin Dedicated segment and improves asset utilization in its
Intermodal segment, Moody's believes Swift should be able to
improve the (adjusted) operating margin from the current level of
approximately 9.5%, notwithstanding the adverse impact of severe
winter weather on earnings in the first quarter of 2014.

While a further decrease of total unadjusted debt to $1.5 billion
as of March 31, 2014 reflects Swift's continuing commitment to
reducing funded debt, Moody's calculates total debt on an adjusted
basis at $2.6 billion at the end of the first quarter, as Swift
finances its fleet increasingly through operating leases. On this
basis, Debt to EBITDA is 3.5 times for the twelve months ending
March 31, 2014 whereas EBIT to Interest is 2.4 times over this
period. Moody's expects interest coverage to improve substantially
when the 10% senior secured second lien notes due 2018 are
redeemed in the fourth quarter of 2014, as anticipated by the
company.

Moody's considers Swift's liquidity to be good as reflected in the
SGL-2 Speculative Grade Liquidity rating. The rating is supported
by an unrestricted cash balance of roughly $50 million, ample cash
flow from operations to fund capital expenditures and a revolving
credit facility that will be increased to $450 million from $400
million. Although the facility was undrawn as of March 31, 2014,
$108.5 million was used for letters of credit and Moody's expects
the company to draw from the facility temporarily as it executes
the refinancing of its debt facilities.

The Ba2 rating for the amended senior secured credit facility,
which comprises a $450 million term loan A with a delayed-draw
feature, a $450 million term loan B and a $450 million revolving
credit facility, is one notch lower than the Ba1 rating for the
existing credit facility. In determining the ratings for the
amended credit facility, Moody's has assumed the drawdown of the
term loan A to redeem the senior secured second lien notes due
2018. As a result, the amended senior secured credit facility
represents a much larger proportion of total debt in the Loss
Given Default Analysis ("LGD") than the existing credit facility,
which causes the rating for the amended facility to gravitate
towards the CFR of Ba3.

The stable ratings outlook is predicated on Moody's expectation
that Swift is able to grow its business and maintain or improve
its operating margins, in a moderately improving macro-economic
environment. Anticipating robust capital expenditures and an
adverse affect of increased cash taxes on cash flow, Moody's
expects leverage to remain at current levels in the near-term.

The ratings for Swift could be downgraded if the company's
operating margin would deteriorate to below 9.0% for a sustained
period of time, adversely affecting cash flow generation. Downward
pressure on the ratings is also warranted if Debt to EBITDA were
to increase to more than 4.0 times or if EBIT to Interest would be
less than 2.5 times for a prolonged period.

An upgrade of the ratings for Swift could be considered if the
company is able to reduce its leverage, as measured by Debt to
EBITDA, to less than 3.0 times, while maintaining adequate
investments in its fleet. EBIT to Interest greater than 3.5 times
would also be supportive of an upward movement in the ratings.

Assignments:

Issuer: Swift Transportation Co., LLC

Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 38 % )

Outlook Actions:

Issuer: Swift Transportation Co., LLC

Outlook, Remains Stable

Affirmations:

Issuer: Swift Transportation Co., LLC

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Senior Secured Regular Bond/Debenture Nov 15, 2018, Affirmed B1

The Ba1 ratings for the existing senor secured credit facility are
unaffected and will be withdrawn upon full repayment of
outstanding balances.

The principal methodology used in these ratings was the Global
Surface Transportation and Logistics Companies published in April
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.

Swift Transportation Co., LLC, headquartered in Phoenix, Arizona,
is one of the largest providers of truckload transportation
services in North America, with line-haul, dedicated, temperature-
controlled and intermodal freight services.


SWIFT TRANSPORTATION: S&P Rates $1.35BB Sr. Sec. Facility 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Swift Transportation Co.'s $1.35 billion senior secured
credit facility.  The recovery rating is '2', indicating S&P's
expectation that lenders would receive substantial recovery (70%-
90%) in a payment default scenario.  The company intends to use
the proceeds to refinance existing debt.

S&P's 'B+' rating on Swift is based principally on its assessment
of the company's business risk profile as "weak" and its financial
risk profile as "significant."  The "weak" business risk profile
assessment reflects Swift's participation in the highly
fragmented, cyclical, and capital-intensive truckload (TL)
trucking industry.  The company's position as the largest TL
carrier in the U.S. and its growing position in intermodal
transportation somewhat offset the "high risk" industry risk
assessment.

The "significant" financial risk profile assessment reflects the
company's substantial capital spending requirements and somewhat
cyclical cash flows during economic or industry downturns.  The
combination of S&P's "weak" business risk and "significant"
financial risk assessments results in an initial analytical
outcome ("anchor") of 'bb-', based on S&P's criteria.  S&P lowered
the anchor by one notch in its financial policy assessment to
reflect the potential for one or more midsize acquisitions that
combined would add materially more debt than S&P assumes in its
base-case scenario.  This assessment is based on Swift's current
growth strategy and recent acquisition of Central Refrigerated
Services Inc. (completed in August 2013).  However, S&P notes that
the company continued to deleverage and improve its credit profile
following the transaction.

The positive outlook reflects S&P's view that Swift's financial
profile will continue to improve as the company integrates the
Central Refrigerated Services acquisition and pays down debt.
S&P's base case assumes that Swift will benefit from improving
supply and demand and pricing in the truckload sector in 2014,
which will result in stronger operating performance and gradually
improving earnings and credit metrics.  Given Swift's recent
acquisition and current growth plans, S&P believes financial
policy is a key factor for the rating.

S&P could raise the rating if Swift's earnings growth and
improvement in credit metrics result in a financial profile that
could comfortably accommodate potential midsize acquisitions.
Specifically, S&P could raise the rating if FFO to total debt
rises into the high-20% range and free operating cash flow to debt
rises to the low-teens percentage area on a sustained basis.

S&P could revise the outlook to stable if weaker-than-expected
financial results, large debt financed acquisitions, or aggressive
financial policies result in FFO to debt falling to less than 20%
for a sustained period.

RATINGS LIST

Swift Transportation Co.
Corporate Credit Rating                         B+/Positive/--

New Ratings

Swift Transportation Co.
$450 mil. senior secured revolver bank loan due 2019      BB-
  Recovery Rating                                         2
$450 mil. senior secured tranche A term loan due 2019    BB-
  Recovery Rating                                         2
$450 mil. senior secured tranche B term loan due 2021    BB-
  Recovery Rating                                         2


TELEXFREE LLC: Judge Directs Appointment of Ch. 11 Trustee
----------------------------------------------------------
Scott O'Connell, writing for The Metro West Daily News, reported
that U.S. Bankruptcy Judge Melvin S. Hoffman issued an order
authoring the U.S. Department of Justice's watchdog to appoint a
Chapter 11 trustee to be in charge of overseeing TelexFREE LLC's
bankruptcy proceedings and reorganization.

                         About TelexFREE

TelexFREE -- http://www.TelexFREE.com-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFree's retail VoIP product, 99TelexFree, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFree product, the
TelexFree "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over $1
billion), which put tremendous pressure on the Company's
financial, operational and management systems.  Second, although
the company revised its original compensation plan to promoters in
order to address certain questions that were raised regarding such
plan, the company believes that the plans need to be further
revised.  Finally, the trailing liabilities arising from the
original compensation plan are difficult to quantify and have
resulted in substantial asserted liabilities against the company,
a number of which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as legal advisors to TelexFREE.

TelexFree, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

The Debtors have been notified that they must file their schedules
of assets and liabilities and statements of financial affairs by
April 27, 2014.


TELKONET INC: Files Conflict Minerals Disclosure and Report
-----------------------------------------------------------
Using Telkonet, Inc.'s supply chain due diligence processes, the
Company asked its supplier to provide it a list of materials used
in the manufacturing of the Company's products.  Based on the
Company's supplier's response to its inquiry, the Company
determined that certain products and components the Company
contracts to manufacture contain tin, tungsten, tantalum and/or
gold ("3TG") and those minerals are necessary for the production
or functionality of the products.  The Company relied upon this
supplier to provide information on the origin of the 3TG contained
in components and materials supplied to the Company, including
sources of 3TG that are supplied to them from sub-tier suppliers.
The supplier provided the Company with their Electronic Industry
Citizenship Coalition report.

"Based on our analysis of our supplier EICC report, we found that
"our necessary conflict minerals" can be found in the products
that we contract to manufacture and are subject to the reporting
obligations of Rule 13p-1.  Based on our RCOI, we have no reason
to believe that our necessary conflict minerals may have
originated in the Democratic Republic of the Congo or an adjoining
country and as a result we are not required to file a Conflict
Minerals Report," the Company said.

The Company has also disclosed this information on its publicly
available Internet Web site, which is available at
http://investors.telkonet.com/investors/investor-relations/SEC-
Filings.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet reported a net loss attributable to common stockholders
of $4.90 million on $13.88 million of total net revenues for the
year ended Dec. 31, 2013, as compared with a net loss attributable
to common stockholders of $507,558 on $12.75 million of total net
revenues in 2012.

As of March 31, 2014, the Company had $10.49 million in total
assets, $5.57 million in total liabilities, $1.20 million in
redeemable preferred stock and $3.72 million in shareholders'
equity.

BDO USA, LLP, in Milwaukee, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a history of losses from operations, a working
capital deficiency, and an accumulated deficit of $121,948,847
that raise substantial doubt about its ability to continue as a
going concern.


TEXASBANC CAPITAL: Fitch Affirms Preferred Stock Rating at 'BB-'
----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) for
BBVA Compass Bancshares, Inc. (CBSS) to 'BBB+' from 'BBB', and
affirmed the Viability Rating (VR) at 'bbb'. The Rating Outlook is
Stable. This action follows Fitch's recent rating action on CBSS'
parent company, Banco Bilbao Vizcaya Argentaria SA (BBVA).

Key Rating Drivers -- IDRs and Senior Debt

CBSS' IDR reflects the higher of its support-driven IDR or its
standalone rating, the VR. CBSS' support-driven IDR is currently
notched one level below those of its parent, since it is
strategically important to, but not considered a core subsidiary
of BBVA. Thus, with BBVA's upgrade to 'A-', CBSS' support-driven
IDR was upgraded to 'BBB+'.

Rating Sensitivities -- IDRs and Senior Debt

Since CBSS' ratings and Outlook are correlated with those of BBVA,
changes in BBVA's ratings may result in changes to CBSS' IDRs and
Outlook. BBVA's Rating Outlook is Stable.

Key Rating Drivers -- VR

CBSS' VR, which reflects the company's intrinsic creditworthiness
absent any extraordinary support, was affirmed at 'bbb' primarily
reflecting the company's good capital position, and solid asset
quality profile. The ratings are somewhat constrained by a
relatively weaker earnings profile than other large regional
banks.

The capital profile remains strong, with a high Tier 1 common
ratio (under Basel I) and tangible common equity-to-tangible
assets of 11.39% and 9.5%, respectively, at YE2013. These ratios
compare well to other large regional banks. CBSS received no
objection to its capital plan under the 2014 CCAR process, the
first time CBSS participated in the formal CCAR stress testing.
CBSS requested to upstream a modest semi-annual common dividend of
approximately $51 million, subject to approval by the company's
Board of Directors.

Asset quality ratios also continue to improve in line with
industry trends, while nonperforming asset levels remain very
manageable. Nonperforming balances are below peer averages, with
net charge-offs (NCOs) also comparing favorably. Fitch attributes
some of the better relative performance to the geographic make-up
of the bank's loan portfolio. A relatively high percentage of
loans are in Texas, which has fared much better than many other
states during the financial crisis.

CBSS' recent earnings performance reflects a vast improvement over
the losses reported during the prior years, which were weighed
down by large goodwill impairment charges and elevated provision
expenses. Despite the recent improvement, Fitch notes that CBSS'
reported earnings still lag peer averages. When pushed-down
goodwill is also excluded from ratios, adjusted return on assets
(ROA) improves by approximately 4 basis points (bps) to 67bps,
though this is below the peer average of approximately 110bps in
first quarter 2014 (1Q'14).

Fitch also notes that CBSS' earnings include a meaningful benefit
from reserve releases. In 2013, reserve releases, or the amount of
NCOs that exceeded provision expenses, were 17% of pre-tax income.
This amount is approximately 50% higher than the average for large
regional banks.

Fitch expects reserve releases to diminish over time for the
industry as reserve levels approach more historical coverage
levels, and loan growth resumes more normalized levels. As CBSS
starts to provision at more normalized levels, this could impact
profitability measures.

CBSS' performance is also affected by purchase accounting
accretion (PAA) related to the acquisition of Guaranty, namely in
the net interest margin (NIM). The reported NIM includes
approximately 30bps of PAA, which will ultimately dissipate over
time, as will the indemnification asset.

Rating Sensitivities -- VR

CBSS' ratings are sensitive to those drivers that would impact the
VR, namely changes in capital, earnings or asset quality. Fitch
envisions more ratings upgrade potential over the medium- to long-
term than downward pressure given the company's overall improving
credit profile.

CBSS' VR could be upgraded with improving earnings performance,
combined with the continuation of moderating asset quality and the
maintenance of capital at appropriate levels. However, Fitch
remains somewhat concerned regarding the strong loan growth CBSS
has reported recently, especially as it compares to peer averages.
In general, Fitch views loan growth that significantly outpaces
GDP and peer growth somewhat skeptically as it raises concerns
about adverse selection, underwriting standards, and the
appropriate risk-return trade-offs.

Key Rating Drivers And Sensitivities -- Support Rating

CBSS is strategically important to, but not considered a core
subsidiary of BBVA by Fitch. CBSS' IDR reflects the higher of its
support-driven IDR or VR. CBSS' support-driven IDR has
historically been one notch below BBVA, reflecting Fitch's view
that CBSS is strategically important to BBVA, though not core.
Since CBSS' support reflects institutional support, no support
rating floor is assigned.

In the event Fitch views CBSS as no longer strategically important
to BBVA, its support rating could be downgraded. If the support
rating were downgraded, CBSS' VR would likely become the anchor
rating for IDR.

Key Rating Drivers and Sensitivities -- Subordinated Debt And
Other Hybrid Securities

Subordinated debt and other hybrid securities issued by CBSS and
by various issuing vehicles are all notched down from CBSS' or its
bank subsidiaries' VR in accordance with Fitch's assessment of
each instrument's respective non-performance and relative loss
severity risk profiles. Their ratings are all primarily sensitive
to any changes in the VRs of CBSS.

Key Rating Drivers and Sensitivities -- Holding Company

CBSS' IDR and VR are equalized with those of Compass Bank,
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries. Should CBSS' holding company begin to exhibit signs
of weakness, or have inadequate cash flow coverage to meet near-
term obligations, there is the potential that Fitch could notch
the holding company IDR and VR from the ratings of Compass Bank.

Key Rating Drivers and Sensitivities -- Long- And Short-Term
Deposit Ratings

CBSS' uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. U.S. depositor
preference gives deposit liabilities superior recovery prospects
in the event of default. The ratings of long- and short-term
deposits issued by CBSS and its subsidiaries are primarily
sensitive to any change in CBSS' long- and short-term IDRs.

The following ratings are upgraded:

BBVA Compass Bancshares, Inc.
--Long-term IDR to 'BBB+' from 'BBB'; Outlook Stable.

Compass Bank
--Long-term IDR to 'BBB+' from 'BBB'; Outlook Stable;
--Long-term deposits to 'A-' from 'BBB+';
--Senior unsecured to 'BBB+' from 'BBB'.

The following ratings are affirmed:

BBVA Compass Bancshares, Inc.
--VR at 'bbb';
--Support at '2';
--Short-term IDR at 'F2'.

Compass Bank
--Short-term IDR at 'F2';
--VR at 'bbb';
--Short-term deposits at 'F2';
--Support at '2';
--Subordinated debt at 'BBB-'.

TexasBanc Capital Trust I
--Preferred stock at 'BB-'


THINAIR WIRELESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: ThinAir Wireless, Inc.
        11111 Katy Freeway, Suite 910
        Houston, TX 77079

Case No.: 14-33037

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Jeff Bohm

Debtor's Counsel: Bennett G Fisher, Esq.
                  FISHER AND ASSOCIATES PC
                  909 Fannin St, Ste 1800
                  Houston, TX 77010
                  Tel: 713-223-8400
                  Fax: 713-609-7766
                  Email: bgf@fisherlaw.net

Total Assets: $290,800

Total Liabilities: $268,805

The petition was signed by Barrett H. Wakefield, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-33037.pdf


TOPAZ POWER: Moody's Rates $623MM Senior Secured Debt 'B1'
----------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Topaz Power
Holdings, LLC's (Topaz) approximately $623 million of senior
secured credit facilities outstanding, including its $593 million
(originally $610) term loan due February 2020 and its $30 million
revolving credit facility terminating February 2017. Concurrent
with the rating affirmation, the rating outlook for Topaz has been
revised to negative.

Ratings Rationale

The negative outlook is driven by Topaz's recent and near-term
expected financial performance which has been significantly below
management's assumptions at the time of the 2013 refinancing. Debt
repayment via excess cash flow generated in 2013 (applied May
2014) was therefore also significantly below management
expectations and Moody's expect excess cash flow generation to
remain anemic during 2014. As a result, and in light of the
quarterly decline (more stringent) in the project's financial
leverage covenant that begins in 2014, unless summer 2014
performance greatly exceeds expectations, Moody's believe it is
likely Topaz will be in violation of this covenant later in the
year and that future debt reduction will remain below
expectations.

The affirmation of the B1 rating considers Topaz's strong current
liquidity position, which could potentially be used to cure a
financial covenant violation. The affirmation also recognizes the
longer term supportive fundamentals for power sales within the
Electric Reliability Council of Texas (ERCOT) market, as
demonstrated by continued load growth (albeit at lower rates than
previously anticipated) and tighter load margins than other areas
of the country. The B1 rating is reflective of the inherent
volatility in the cash flow generating ability of Topaz's merchant
portfolio and recognizes that the refinancing that occurred in
2013 created a longer runway for debt repayment, allowing
substantial time for potential market improvement prior to the
current February 2020 maturity of the term loan.

Topaz 2013 financial performance, as well as its budget for 2014,
is reflective of the unpredictability of cash flows surrounding
its almost entirely merchant portfolio. 2013 adjusted earnings
before interest taxes and depreciation (EBITDA) of approximately
$80 million was over 16% below plan; excess cash flow utilized to
repay debt was $9 million versus over $50 million shown by Topaz
at the time of the 2013 refinancing. Primarily as a result of
changing market expectations, Topaz 2014 budget includes a gross
margin that is approximately 27% below the approximately $180
million forecast at the time of the 2013 refinancing with EBITDA
estimated approximately 43% lower. Moody's estimate excess cash
available to be swept for debt repayment after mandatory debt
service, major maintenance, and capital expenditures to be over
$55 million lower than the 2013 expectation. Importantly, these
estimates are also lower than Moody's more conservative 2014
expectations, which included EBITDA and excess cash generation
about 35% below Topaz assumptions.

The credit facilities contain one financial covenant, a maximum
leverage (net debt / EBITDA) ratio that steps down fairly
dramatically over the next few quarters from 8.5 x as of December
2013 to 6.0 x as of December 2014 and to 4.5 x by March 2016.
Importantly, Topaz has the right to cure covenant violations (up
to two times within any consecutive four quarters and up to five
times in total) with either equity contributions or transfers from
its liquidity reserve account. Currently, there is $35 million in
the liquidity reserve account, providing ample liquidity to
implement a covenant cure for some time (Moody's estimate about
four quarters); however, given the continued decline in the
maximum leverage ratio, unless market conditions strengthen, we
believe there could be future violations.

The liquidity reserve account was established upon the closing of
the 2013 refinancing and, assuming certain conditions were met,
became available to pay a dividend to the sponsor no earlier than
September 30, 2013. Although the conditions for distribution of
the reserve, including a zero balance on the revolving credit
facility and a fully funded debt service reserve have been met,
the reserve remains at the project.

Given the Topaz's negative outlook, significant merchant exposure,
recent underperformance, and potential covenant violation, the
rating is unlikely to be upgraded in near term. The outlook could
be stabilized if Topaz were to resolve the potential covenant
violation in a sustainable manner, and if debt reduction were to
accelerate closer to Moody's original expectations. A use of the
liquidity reserve to pay a dividend while a covenant violation
appears likely would put downward pressure on the rating. Failure
to cure a potential covenant violation would result in downward
movement of the rating. The rating could also be revised downward
if Topaz experiences significant operating challenges.

Topaz Power Holdings, LLC (Topaz) owns a portfolio of five
generating units in southern Texas (ERCOT) with a combined
capacity of 1,883 MW. The portfolio includes Barney M. Davis 335
MW Unit 1 and 674 MW Unit 2 (conventional steam and combined
cycle, respectably), Laredo Energy Center 98 MW Unit 4 and 98 MW
Unit 5 (both simple cycle), and the 678 MW Nueces Bay Energy
Center (combined cycle). Topaz, formed in 2004, is an indirect,
majority-owned subsidiary of Carlyle/Riverstone Global Energy and
Power Fund III, L.P., which has ownership interests in companies
in various sectors of the energy industry.


TOYS R US: Bank Debt Trades at 16% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 84.04 cents-on-the-
dollar during the week ended Friday, May 30, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.77
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 17, 2016, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


TRANSGENOMIC INC: AMH Equity Reports 9.8% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, AMH Equity LLC and Leviticus Partners, L.P.,
disclosed that as of May 22, 2014, they beneficially owned 725,000
shares of common stock of Transgenomic Inc. representing 9.86
percent of the shares outstanding.  The reporting persons
previously owned 5,000,000 common shares of Transgenomic at
July 15, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/KQpS52

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.71 million in 2013 as compared with a net loss available to
common stockholders of $8.98 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $30.71 million in total
assets, $16.42 million in total liabilities and $14.29 million in
total stockholders' equity.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TYSON FOODS: Moody's Places (P)Ba1 Sr. MTN Rating for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Tyson Foods, Inc
("Tyson") under review for downgrade following the company's
announcement of an unsolicited bid to acquire Hillshire Brands
(Ratings Under Review for Downgrade) for approximately $7.0
billion. The ratings under review include the Baa3 Senior
Unsecured Guaranteed rating, and the Ba1 Senior Unsecured Non-
guaranteed rating.

The review for downgrade reflects Moody's anticipation of higher
leverage that would result from the proposed acquisition and the
uncertain outcome of the unsolicited bid, which may not be
accepted by Hillshire or could result in a transaction that is
materially different from the one proposed. If a deal is
consummated, Moody's believes that the benefits from higher
earnings quality added through the acquisition of Hillshire's
retail-focused business could be offset by the burden of higher
financial leverage.

"We expect that there would be attractive financial and strategic
merits to combining Hillshire's packaged meats with Tyson's meat
processing, especially benefits from the vertical integration with
Tyson's $5 billion pork operations," commented Brian Weddington, a
Moody's Senior Credit Officer. "However, given that 80% of Tyson's
sales would still be generated from volatile animal protein
businesses, we will need to balance the merits of the transaction
against the need for Tyson to maintain a conservative capital
structure and a solid liquidity profile in order to preserve its
investment grade rating," added Weddington.

Moody's review will initially focus on close monitoring of
developments with Tyson's unsolicited bid for Hillshire. If an
agreement is reached between the two companies, Moody's will then
evaluate terms of any such agreement, and review details of
Tyson's financing plan and operating strategy for the combined
business.

Ratings under review for downgrade:

Tyson Foods, Inc.:

$1 billion of 4.5% Senior Unsecured Guaranteed Notes due 2022 at
Baa3;

$638 million of 6.6% Senior Unsecured Guaranteed Notes due 2016 at
Baa3;

$120 million of 7.0% Senior Unsecured Non-Guaranteed Notes due
2018 at Ba1;

$18 million of 7.0% Senior Unsecured Non-Guaranteed Bonds due 2028
at Ba1;

Senior Unsecured Medium Term Notes at (P)Ba1;

Senior Unsecured Shelf at (P)Baa3;

Revenue bonds supoprted by Tyson Foods, Inc. at Baa3.

Tyson Fresh Meats, Inc.:

Senior Unsecured Medium Term Notes at (P)Baa3.

In a letter to the CEO of Hillshire Brands dated May 29, 2014,
Tyson proposed to acquire the company for $50 per share in cash,
which values Hillshire at approximately $7.0 billion, including
approximately $550 million of existing Hillshire debt net of cash
and a $163 million termination fee payable to Pinnacle Foods,
which Hillshire agreed to acquire on May 12, 2014 for $6.6
billion, but has not yet consummated. Tyson's unsolicited proposal
is non-binding and is subject to negotiations.

Tyson's offer follows the $45 per share all-cash bid for Hillshire
that Pilgrim's Pride Corporation ("Pilgrims", Ratings Under Review
for Downgrade) announced on May 27, 2014 -- an 11% increase that
values Hillshire at a reported trailing EBITDA ($480 million by
Moody's estimate) multiple of approximately 14.6 times compared to
the 13.3 times valuation of the Pilgrim's bid.

Ratings Rationale

Tyson's current ratings reflect the company's large size and scale
in three main proteins -- chicken, pork and beef -- that provide
important earnings diversification within the protein processing
industry that is inherently volatile, highly competitive and low-
margin. The ratings also reflect meaningful improvements in
Tyson's operating strategy in recent years that is focused on
margin management and maintaining a strong liquidity profile.

Tyson Foods, Inc. ("Tyson") is one of the world's leading meat
protein processors, with operations in beef, chicken and pork
processing, as well as branded packaged foods. Sales for the last
12 months ended March 29, 2014 totaled $35.4 billion.

The principal methodology used in this rating was Global Protein
and Agriculture Industry published in May 2013.


UNITEK GLOBAL: Fails to Comply with NASDAQ Listing Requirement
--------------------------------------------------------------
UniTek Global Services, Inc., received a letter from The NASDAQ
Stock Market LLC stating that the Company is not in compliance
with the continued listing requirements for The NASDAQ Global
Market, as set forth in Nasdaq Listing Rule 5450(b)(1)(A) because
the Company's quarterly report on Form 10-Q for the quarter ended
March 29, 2014, indicated that the Company had a stockholders'
deficit of $(7,726,000) as of that date.  Nasdaq Listing Rule
5450(b)(1)(A), in pertinent part, requires the Company to maintain
a minimum of $10,000,000 in stockholders' equity.

The Nasdaq Letter stated that the Company has until July 7, 2014,
to submit a plan to regain compliance, and the Company intends to
submit such a plan to Nasdaq by that date.  If Nasdaq accepts the
plan of compliance, it can grant an exception of up to 180
calendar days after the date of the May 22, 2014, letter (until
Nov. 18, 2014) to evidence compliance.

The Company intends to consider all available options to regain
compliance with the Nasdaq listing requirements.

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million on $471.93
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.73 million on $437.59 million of revenues
in 2012.  The Company's balance sheet at Dec. 31, 2013, showed
$270.54 million in total assets, $259.08 million in total
liabilities and $11.45 million in total stockholders' equity.

                        Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the Annual Report for the
year ended Dec. 31, 2013.

                           *     *     *

In the Oct. 17, 2013, edition of the TCR, Moody's Investors
Service assigned a Caa2 Corporate Family Rating to UniTek Global
Services, Inc.  UniTek's Caa2 CFR reflects the company's high
interest burden, delay in filing 2013 quarterly reports with the
SEC, lower than anticipated future revenues from one of its main
customers, and need to address internal control weaknesses over
financial reporting as of December 31, 2012 as cited in the
company's Form 10-K for the year ended Dec. 31, 2012.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UNIVERSAL BIOENERGY: Incurs $176,000 Net Loss in March 31 Qtr.
--------------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $175,906 on $25.71 million of revenues for the three
months ended March 31, 2014, as compared with a net loss of
$749,066 on $12.40 million of revenues for the same period in
2013.

For the nine months ended March 31, 2014, the Company reported a
net loss of $649,521 on $58.29 million of revenues as compared
with a net loss of $1.69 million on $41.28 million of revenues for
the same period last year.

As of March 31, 2014, the Company had $15.53 million in total
assets, $14.45 million in total liabilities and $1.08 million in
total stockholders' equity.

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

                        http://is.gd/rfNwto

                      About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


URIGEN PHARMA: Unveils Results of Vote on Debt Restructuring
------------------------------------------------------------
Urigen Pharmaceuticals, Inc. on May 29 announced the results of
the matters submitted to its stockholders for approval at the 2014
Annual Meeting of Stockholders held on May 27, 2014, including a
proposed restructuring of its outstanding debt and capital
structure.

All of the proposals submitted for approval at the meeting were
passed.  A total of 66,435,523 shares were represented at the
meeting in person or by proxy, representing approximately 70% of
the issued and outstanding shares eligible to vote.  The approval
of all of the proposals at the meeting was a condition precedent
to the closing of the proposed restructuring.

Urigen will now proceed to the fulfillment of the other conditions
to the closing of the restructuring transaction and the closing.
As a part of the restructuring, among other things, Urigen will
issue to Platinum-Montaur Life Sciences, LLC a secured convertible
promissory note in the aggregate principal amount of $3,000,000
(Three Million Dollars), and Platinum and certain other existing
lenders to the company, including its directors and executive
officers, will receive additional equity securities of the company
as consideration for waivers of existing defaults under
instruments that were previously issued to them.

Dr. Dan Vickery, Chairman of Urigen, stated, "This is a great day
for Urigen and its shareholders.  The restructuring of our
existing indebtedness and capital structure, combined with a
significant new 3 million dollar investment by Platinum, along
with our existing revenues, will complete our short term plan to
be in a position to bring the company back to a fully operating
status, and to focus on activities that will increase the value of
the company going forward.  After the closing of the
restructuring, we will have the resources to put our lead product
-- URG101 -- into the development program we have discussed with
the FDA, and to focus on our opportunities for URG101 in the UK,
Europe, and around the world.  Furthermore, we believe that our
new platform will better position us to raise significant
additional capital over the next 12 months."

The complete proxy materials for the annual meeting are available
on the Company's website under the heading "Company Events".
Complete voting results from the annual meeting are listed below:

        -- Dan Vickery, MBA, PhD was elected to the board with
65,028,484 votes (68% of the issued and outstanding shares, 98% of
the votes cast).

        -- Lowell Parsons MD was elected to the board with
64,690,169 votes (68% of the issued and outstanding shares, 97% of
the votes cast).

        -- The financing and restructuring with Platinum and other
existing lenders to the company was approved with 65,371,033 votes
(69% of the issued and outstanding shares, 99% of the votes cast).

        -- The increase in authorized shares was approved with
65,595,644 votes (69% of the issued and outstanding shares, 99% of
the votes cast).

        -- The 1-for-5,000 reverse split of the common stock of
the Company was approved with 65,390,047 votes (69% of the issued
and outstanding shares, 98% of the votes cast).

        -- The 2014 Long-Term Incentive Plan was adopted with
65,010,372 votes (68% of the issued and outstanding shares, and
98% of the votes cast).

In connection with the closing of the restructuring, the Company
plans to file Certificate of Amendment to its Amended and Restated
Certificate of Incorporation that was approved at the meeting in
order to effect the reverse stock split and the increase in our
authorized shares of common stock.  At that time the Company will
provide additional information to our shareholders regarding the
mechanics of the reverse split and the effect on their shares.

Urigen intends to continue to report on all material events by
posting such information on its website at www.urigen.com

The company's Stock previously traded under the designation
(URGP.PK) on the OTC Markets (OTC Pink).  The Company's
registration was revoked by the SEC in October, 2012, and there is
no longer a public market for its securities, stockholders will be
prohibited from transferring or selling their shares except in
exempt transactions that are in compliance with the United States
and applicable state securities laws.  Shareholders who wish to
effect any transfers or sales should consult with their own legal
counsel to ensure compliance with all applicable law.  Further,
the Company is only able to raise additional capital through the
issuance of stock or debt in private offerings that are exempt
from the registration requirements of the Securities Act of 1933.

                 About Urigen Pharmaceuticals, Inc.

Urigen Pharmaceuticals, Inc. -- http://www.urigen.com-- is a
specialty pharmaceutical company dedicated to the development and
commercialization of therapeutic products for urological
disorders.  Urigen's lead program targets significant unmet
medical need and major market opportunities in urology.  Urigen's
URG101, a proprietary combination of approved drugs that is
instilled into the bladder, targets interstitial cystitis /
bladder pain syndrome, which affects approximately 10.5 million
men and women in North America.


USEC INC: Court Approves Lazard as Investment Banker
----------------------------------------------------
USEC Inc. sought and obtained permission from the Hon. Christopher
S. Sontchi of the U.S. Bankruptcy Court for the District of
Delaware to employ Lazard Freres & Co., LLC as investment banker.

The Debtor requires Lazard to:

   (a) review and analyze the Debtor's business, operations and
       financial projections;

   (b) evaluate the Debtor's potential debt capacity in light of
       its projected cash flows;

   (c) assist in the determination of a capital structure for the
       Debtor;

   (d) assist in the determination of a range of values for the
       Debtor on a going concern basis;

   (e) advise and assist the Debtor in evaluating any potential
       Financing transaction by the Debtor, contacting potential
       sources of capital as the Debtor may designate, and assist
       the Debtor in implementing such Financing;

   (f) advise the Debtor on tactics and strategies for negotiating
       with the Stakeholders, the U.S. Government or any
       regulatory agency, or potential investors or acquirers or
       other appropriate party in connection with any
       Restructuring or Financing;

   (g) render financial advice to the Debtor and participate in
       meetings or negotiations with Stakeholders, the U.S.
       Government or any regulatory agency, or potential
       investors, acquirors and rating agencies or other
       appropriate parties in connection with the Restructuring or
       Financing;

   (h) advise the Debtor on the timing, nature, and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to any Restructuring or Financing;

   (i) assist the Debtor in preparing documentation within
       Lazard's area of expertise that is required in connection
       with any Restructuring or Financing;

   (j) attend meetings of the Debtor's Board of Directors or any
       committee thereof with respect to matters on which Lazard
       is engaged to advise hereunder; and

   (k) provide testimony as necessary, with respect to matters on
       which Lazard is engaged to advise hereunder in any
       proceeding before the Court.

Lazard's Fee Structure, set forth in the Engagement Letter,
provides for this compensation scheme:

   -- Monthly Fee: A monthly fee of $200,000 in cash payable on
      the first business day of each month until the expiration or
      termination of Lazard's engagement pursuant to the terms of
      the Engagement Letter.  One-half of any Monthly Fees paid in
      respect of the Engagement Letter after the first 5 full
      monthly payments shall be credited against any Completion
      Fee payable; provided that, such credit shall only apply to
      the extent that such fees are approved by the Court.

   -- Completion Fee: A fee equal to $7,000,000, payable upon the
      earliest to occur of (i) the effective date of a plan of
      reorganization or (ii) the sale of all or substantially all
      of the business or assets of the Debtor (by way of merger,
      sale of assets, equity securities or other interests or
      otherwise).

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

Timothy Pohl, managing director of Lazard, 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.

Lazard can be reached at:

       Timothy Pohl
       LAZARD FRERES & CO. LLC
       190 LaSalle Street, 31st Floor
       Chicago, IL 60603
       Tel: (312) 407-6600
       Fax: (312) 407-6620

                         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.


USEC INC: Court Approves Hiring of Richards Layton as Co-Counsel
----------------------------------------------------------------
USEC Inc. sought and obtained authorization from the Hon.
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to employ Richards, Layton & Finger, P.A. as
its bankruptcy co-counsel nunc pro tunc to Mar. 5, 2014.

The Debtor requires Richards Layton to:

   (a) represent the Debtor in any strategic sale transactions;

   (b) advise the Debtor of its rights, powers, and duties as a
       debtor and debtor in possession under Chapter 11 of the
       Bankruptcy Code;

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

   (d) on behalf of the Debtor, assisting in the preparation of
       all motions, applications, answers, orders, reports, and
       papers in connection with the administration of the
       Debtor's estate;

   (e) assist in the Debtor's efforts to confirm its plan of
       reorganization;

   (f) assist in the prosecution on behalf of the Debtor the
       proposed plan of reorganization and seeking approval of
       transactions contemplated therein and in any amendments
       thereto; and

   (g) perform other necessary or desirable legal services in
       connection with the Chapter 11 Case.

Richards Layton will be paid at these hourly rates:

       Mark D. Collins               $800
       Michael M. Merchant           $625
       Amanda R. Steele              $390
       Rebecca V. Speaker            $225
       Directors                  $560-$800
       Counsel                       $490
       Associates                 $250-$465
       Paraprofessionals             $225

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

The Debtor paid Richards Layton a total retainer of $135,000 (the
"Retainer") in connection with and in contemplation of the Chapter
11 Case.

Mark D. Collins, director of Richards Layton, 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.

Richards Layton can be reached at:

       Mark D. Collins, Esq.
       RICHARDS, LAYTON & FINGER, P.A.
       One Rodney Square
       920 North King Street
       Wilmington, DE 19801
       Tel: (302) 651-7531
       Fax: (302) 498-7531
       E-mail: collins@rlf.com

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The 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: Deloitte Tax Okayed as Tax Services Provider
------------------------------------------------------
USEC Inc. sought and obtained authorization from the Hon.
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to employ Deloitte Tax LLP as tax services
provider, nunc pro tunc to Mar. 5, 2014 petition date.

Pursuant to the terms of the Engagement Agreement, Deloitte Tax
agreed to provide advisory services on various tax matters on an
as-requested basis, including the following services:

   (a) advise the Debtor in its work with its counsel and
       financial advisors on the cash tax effects of restructuring
       and bankruptcy and the post-restructuring tax profile,
       including plan of reorganization tax costs.  This will
       include gaining an understanding of the Debtor's financial
       advisors' valuation model and disclosure model to consider
       accuracy of tax assumptions;

   (b) advise the Debtor regarding the restructuring and
       Bankruptcy emergence process from a tax perspective,
       including the tax work plan;

   (c) advise the Debtor on the cancellation of debt income for
       tax purposes under Internal Revenue Code ("IRC") section
       108;

   (d) advise the Debtor on post-bankruptcy tax attributes
       available under the applicable tax regulations and the
       reduction of such attributes based on the Debtor's
       operating projections, including a technical analysis of
       the effects of Treasury Regulation Section 1.1502-28 and
       the interplay with IRC sections 108 and 1017;

   (e) advise the Debtor on potential effect of the Alternative
       Minimum Tax in various postemergence scenarios;

   (f) advise the Debtor on the effects of tax rules under IRC
       sections 382(l)(5) and (l) (6) pertaining to the post-
       bankruptcy net operating loss carryovers and limitations on
       their utilization and the Debtor's ability to qualify for
       IRC section 382(l)(5);

   (g) advise the Debtor on net built-in gain or net built-in loss
       position at the time of "ownership change", including
       limitations on use of tax losses generated from post-
       restructuring or post-bankruptcy asset or stock sales;

   (h) advise the Debtor on the ownership shift percentage through
       the bankruptcy emergence date and other section 382
       services as needed;

   (i) advise the Debtor as to the proper treatment of post-
       petition interest for state and federal income tax
       purposes;

   (j) advise the Debtor as to the proper state and federal income
       tax treatment of pre-petition and post-petition
       reorganization costs including restructuring-related
       professional fees and other costs, the categorization and
       analysis of such costs, and the technical positions related
       thereto;

   (k) advise the Debtor in its evaluation and modeling of the tax
       effects of liquidating, disposing of assets, merging or
       converting entities as part of the restructuring, including
       the effects on federal and state tax attributes, state
       incentives, apportionment and other tax planning;

   (l) advise the Debtor on state income tax treatment and
       planning for restructuring or bankruptcy provisions in
       various jurisdictions including cancellation of
       indebtedness calculation, adjustments to tax attributes and
       limitations on tax attribute utilization;

   (m) advise the Debtor on responding to tax notices and audits
       from various taxing authorities;

   (n) assist the Debtor with identifying potential tax refunds
       and advise the Debtor on procedures for tax refunds from
       tax authorities;

   (o) advise the Debtor on income tax return reporting of
       bankruptcy issues and related matters;

   (p) advise the Debtor in its review and analysis of the tax
       treatment of items adjusted for financial reporting
       purposes as a result of "fresh start" accounting as
       required for the emergence date of the U.S. financial
       statements in an effort to identify the appropriate tax
       treatment of adjustments to equity; and other tax basis
       adjustments to assets and liabilities recorded;

   (q) (a) Conduct research and analysis relating to the federal
       research and development tax credit and expenditures under
       IRC Sections 41 and 174 attributable to the American
       Centrifuge Project and related activities, including
       participating with the Debtor in conducting technical
       interviews with the Debtor subject matter experts to
       identify activities that may satisfy IRC Sections 41 and
       174; (b) document technical interviews in written
       narratives subject to the Debtor's review and approval; and
       (c) advise with the Debtor on additional IRC Sections 41
       and 174 matters as agreed to;

   (r) advise the Debtor on value added tax ("VAT") implications
       of entry into new markets and assistance with VAT issues
       associated with new contracts with suppliers or customers;

   (s) assist in documenting as appropriate, the tax analysis,
       development of the Debtor's opinions, recommendation,
       observations, and correspondence for any proposed
       restructuring alternative tax issue or other tax matter
       described above;

   (t) advise the Debtor regarding other state or federal income
       tax questions that may arise in the course of the
       engagement; and

   (u) advise the Debtor in its efforts to calculate tax basis in
       the stock in the Debtor's subsidiaries or other entity
       interests.

Deloitte Tax will be paid at these hourly rates:

       Partner, Principal,
       or Director                $610
       Senior Manager             $530
       Manager                    $445
       Senior                     $360
       Staff                      $275

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

Stephen Tarrant, partner of Deloitte Tax, 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.

Deloitte Tax can be reached at:

       Stephen Tarrant
       DELOITTE TAX LLP
       1750 Tysons Blvd., Ste. 800
       Mc Lean, VA 22102
       Tel: 703-251-1477
       E-mail: starrant@deloitte.com

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The 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.


VICTORY ENERGY: Target Noteholders Approve Fairway Transaction
--------------------------------------------------------------
Victory Energy Corporation announced that Target Energy Limited's
convertible noteholders have approved the sale of 10 percent stake
in the Fairway Project to Victory Energy Corp.  Approval by
Target's noteholders was one of the conditions required to
complete Victory Energy's acquisition of the Fairway Project.

Victory announced on May 8, 2014, that Target agreed to sell a 10
percent non-operated working interest in certain oil and gas
properties located in the Permian Basin, known as the "Fairway
Project" in West Texas for a total cash consideration of
approximately $6 million.  In addition to the noteholder approval,
the completion of the acquisition is predicated on completing due
diligence and the entry into a Sale & Purchase Agreement to the
satisfaction of both parties.  The sale will be to Aurora Energy
Partners, a partnership in which Victory owns a 50% partnership
interest and is the managing partner. Victory expects the
acquisition to close on or about June 5, 2014, with an effective
date of May 1, 2014.

                         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.

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.

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.


VIGGLE INC: Enhances Music Service With Launch of Viggle Store
--------------------------------------------------------------
Viggle Inc. launched its Viggle Music discovery service,
introducing a new way for Viggle Members to earn and use Viggle
Points.  With Viggle Music, users are now able to earn Viggle
points for identifying a song and additional points for buying
that song.  In conjunction with the expanded music service, Viggle
has also launched Viggle Store-a rewards destination where members
can redeem their Viggle Points for music downloads.

Powered by GracenoteMusicID(R), Viggle Music works much like
Viggle for TV in that it recognizes and identifies the music
playing from any source, serving up the name of the song, artist
and album cover art.  The technology allows users to simply hold
their device, launch the "check in" button and match a few seconds
of tracks to its unique audio fingerprint in its database.  As
part of the Viggle Rewards platform - and unlike any other music
identification service in the market - users receive Viggle Points
for every song they match or buy.

The adoption of the Viggle Music service has been widespread since
its inception with over 39 million songs matched. Between May 1
and May 18, more than 100,000 Viggle members have already matched
5.1 million songs.  The Viggle Store now makes it possible for
members to redeem points they earn for listening to music for
downloads of their favorite songs and albums.

"The mission of Viggle is to be the leading mobile entertainment
discovery and rewards company, and the introduction of Viggle
Music takes our vision to new heights," said Greg Consiglio,
president and COO of Viggle Inc.  "We're providing new and
existing members the opportunity to earn more rewards, while our
advertising partners will be able to utilize the music service to
extend their targeting to both verified TV and music audiences."

"Music discovery happens all around us and Gracenote's recognition
technology will help millions of Viggle users now identify and
connect with new music and old favorites in a very innovative
way," stated Ty Roberts, chief strategy officer of Gracenote.
"With Gracenote's MusicID, Viggle Music adds a new facet to the
typical music recognition experience, providing users with rewards
and incentives for every song they identify and match."

Viggle Music and the Viggle Store are the latest editions to the
Viggle Platform which includes Wetpaint, a leading entertainment
destination for creating, curating and sharing the best
entertainment content and NextGuide which helps TV networks reach
and engage their audiences and the Viggle app which rewards its
members for watching their favorite TV shows as well as
discovering new music.

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at March 31, 2014, showed
$68.09 million in total assets, $62.79 million in total
liabilities, $37.54 million in series A convertible redeemable
preferred stock, and a $32.23 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WALDMAN DIAMONDS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitons:

      Debtor                                      Case No.
      ------                                      --------
      Alexander M. Waldman Diamond Co., Inc.      14-11660
      30 West 47th Street, Suite 805
      New York, NY 10036

      Waldman Diamonds Complete, LLC              14-11661
      30 West 47th Street, Suite 805
      New York, NY 10038

Chapter 11 Petition Date: May 30, 2014

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

Judge: Hon. Martin Glenn

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

                                        Estimated    Estimated
                                          Assets    Liabilities
                                        ----------  -----------
Alexander M. Waldman Diamond Co.        $1MM-$10MM   $1MM-$10MM
Waldman Diamonds Complete               $500K-$1MM   $1MM-$10MM

The petitions were signed by Alexander Waldman, president of
Alexander M. Waldman Diamond.

A list of Alexander M. Waldman Diamond Co.'s 20 largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/nysb14-11660.pdf

A list of Waldman Diamonds Complete 's 20 largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/nysb14-11661.pdf


WALTER ENERGY: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 96.90 cents-on-
the-dollar during the week ended Friday, May 30, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.23
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 18, 2018 and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


XZERES CORP: Delays Fiscal 2014 Annual Report
---------------------------------------------
Xzeres Corp was unable to compile the necessary financial
information required to prepare a complete filing of its annual
report on Form 10-K for the period ended Feb. 28, 2014.  Thus, the
Company was unable to file the periodic report in a timely manner
without unreasonable effort or expense.  The Company expects to
file within the extension period.

                          About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $7.64 million in total assets, $12.27
million in total liabilities and a $4.62 million total
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


ZALE CORP: Majority of Stockholders Voted to Adopt Signet Merger
----------------------------------------------------------------
Zale Corporation held a special meeting of stockholders on May 29,
2014, at which the stockholders adopted the agreement and plan of
merger, dated as of Feb. 19, 2014, by and among the Company,
Signet Jewelers Limited and Carat Merger Sub, Inc., providing for
the merger of Merger Sub with and into the Company.  The
stockholders also approved the proposal, on a non-binding,
advisory basis, regarding the compensation that may be paid or
become payable to the Company's named executive officers in
connection with, or following, the consummation of the Merger.

Because there were sufficient votes from the Company's
stockholders to adopt the Merger Agreement, the vote on the
proposal to approve the adjournment of the Special Meeting, if
necessary or appropriate, to solicit additional proxies was not
called.

On Nov. 7, 2013, Signet submitted a proposal to acquire all of the
Company's outstanding common stock at a price of $19 per share in
cash.  The Board felt the offer did not represent sufficient value
to stockholders and, absent an in crease in the proposed value,
would not engage with, or provide due diligence to, Signet.

In February 2014, Signet increased its offer price to $21 in cash
per share of the Company's common stock.

                       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.


* Honigman's Aaron Silver Among "Up and Coming" Individuals List
----------------------------------------------------------------
For the seventh consecutive year, Honigman Miller Schwartz and
Cohn LLP is the only Michigan law firm to receive the highest
ranking, Band One, for its Corporate/M&A and Real Estate practices
in the 2014 edition of Chambers USA, the prestigious directory of
leading U.S. business law firms and lawyers.  The firm also
achieved a Band One ranking for its Litigation practice along with
individual rankings for 25 lawyers with eight of those lawyers
achieving Band One or higher.  Honigman had more attorneys rated
than any other law firm in Michigan.  The firm's Corporate/M&A,
Real Estate and Litigation practices serve clients locally and
nationally.

Honigman lawyers rated Band One or higher are:

Norman C. Ankers (litigation: General Commercial)

Richard J. Burstein (Real Estate)

David Foltyn (Corporate/M&A)

Philip J. Kessler (litigation: General Commercial)

Donald J. Kunz (Corporate/M&A)

Howard N. Luckoff (Real Estate)

Lawrence D. McLaughlin (Real Estate) *Star Individual - given to
lawyers with exceptional recommendations in their field

Lowell D. Salesin (Real Estate)

Three Honigman lawyers were distinguished as "Up and Coming"
ranked individuals "at the forefront of their generation" who are
driving their firm's growth: Tricia A. Sherick and Aaron M. Silver
(banking& finance: Bankruptcy) and Philip D. Torrence
(Corporate/M&A).

Additional Honigman lawyers recognized as "Notable Practitioners"
by Chambers USA are:

Joseph Aviv (litigation: General Commercial)

Donald F. Baty, Jr.(banking & finance: Bankruptcy)

GregoryJ. DeMars (Real Estate)

Michael D. DuBay (Corporate/M&A)

Raymond W. Henney (litigation: General Commercial)

Barbara A. Kaye (Corporate/M&A)

David N. Parsigian (Corporate/M&A)

J. Adam Rothstein (Real Estate)

E. Todd Sable (banking & finance: Bankruptcy)

William D. Sargent (Labor & Employment)

Gregory G. Schermerhorn (Employee Benefits & Executive
Compensation)

Alan S. Schwartz (Corporate/M&A)

I.W. Winsten (litigation: General Commercial)

Richard E. Zuckerman (litigation: White-Collar Crime & Government
Investigations)

Since 1999, Chambers and Partners has been researching the U.S.
legal profession, identifying the leading law firms and lawyers.
Chambers USA 2014's rankings are determined through interviews
with thousands of lawyers and their clients nationally.  The
results are audited independently and are based on a range of
professional qualities most valued by clients.

                         About Honigman

Honigman Miller Schwartz and Cohn LLP -- http://www.honigman.com
-- is a business law firm serving clients locally, nationally and
internationally from its Michigan base.  Headquartered in Detroit
with offices in Lansing, Bloomfield Hills, Ann Arbor and
Kalamazoo, the firm has attorneys practicing in more than 50
different areas of concentration.

Honigman is proud to be named among the "101 Best and Brightest
Companies to Work For," the Detroit Free Press "Top Workplaces,"
and the "50 Best Law Firms for Women."


* BOND PRICING -- For Week From May 26 to 30, 2014
--------------------------------------------------


  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI  10.250    61.500       2/1/2015
Allen Systems
  Group Inc             ALLSYS  10.500    50.125     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    50.125     11/15/2016
Brookstone Co Inc       BKST    13.000    32.525     10/15/2014
Brookstone Co Inc       BKST    13.000    32.125     10/15/2014
Brookstone Co Inc       BKST    13.000    46.000     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    40.750     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR     12.750    47.750      4/15/2018
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Dendreon Corp           DNDN     4.750    99.813      6/15/2014
Dendreon Corp           DNDN     4.750    98.604      6/15/2014
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175     1.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    51.000     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
General Electric
  Capital Corp          GE       5.500    99.888       6/4/2014
Global Geophysical
  Services Inc          GGS     10.500    48.250       5/1/2017
Global Geophysical
  Services Inc          GGS     10.500    63.500       5/1/2017
James River Coal Co     JRCC     7.875    11.650       4/1/2019
James River Coal Co     JRCC    10.000     9.500       6/1/2018
James River Coal Co     JRCC     4.500     4.250      12/1/2015
James River Coal Co     JRCC    10.000    11.000       6/1/2018
James River Coal Co     JRCC     3.125    12.749      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
MF Global
  Holdings Ltd          MF       6.250    37.000       8/8/2016
MF Global
  Holdings Ltd          MF       1.875    45.500       2/1/2016
MModal Inc              MODL    10.750    24.000      8/15/2020
MModal Inc              MODL    10.750    24.000      8/15/2020
Momentive Performance
  Materials Inc         MOMENT  11.500    31.250      12/1/2016
Motors Liquidation Co   MTLQQ    7.200    11.125      1/15/2011
Motors Liquidation Co   MTLQQ    7.375    11.125      5/23/2048
Motors Liquidation Co   MTLQQ    6.750    11.125       5/1/2028
NII Capital Corp        NIHD    10.000    31.875      8/15/2016
OnCure Holdings Inc     RTSX    11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Pulse Electronics Corp  PULS     7.000    80.000     12/15/2014
River Rock
  Entertainment
  Authority/The         RIVER    9.000    26.000      11/1/2018
THQ Inc                 THQI     5.000    43.500      8/15/2014
TMST Inc                THMR     8.000    16.000      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    38.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.813      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     9.375      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    36.875       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     8.875      11/1/2016
Thunderbird Resources
  Equity Inc            GMXR     9.000     0.375       3/2/2018
USEC Inc                USU      3.000    27.000      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    59.000       8/1/2016
Western Express Inc     WSTEXP  12.500    79.125      4/15/2015
Western Express Inc     WSTEXP  12.500    79.125      4/15/2015




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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