TCR_Public/140603.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 3, 2014, Vol. 18, No. 152

                            Headlines

1036 BEACH BLVD: Case Summary & 12 Largest Unsecured Creditors
21ST CENTURY ONCOLOGY: Moody's B3 CFR Affirmed After Delayed IPO
AES CHIVOR: Moody's Withdraws "Ba1" Corporate Family Rating
ALERIS INTERNATIONAL: Moody's Confirms B1 CFR; Outlook Negative
AMARILLO BIOSCIENCES: Plan of Reorganization Confirmed

AMSURG CORP: Moody's Places Ba3 CFR under Review for Downgrade
ARMORWORKS ENTERPRISES: Files Ch. 11 Plan with $3-Mil. PE Deal
APOLLO MEDICAL: Changes Fiscal Year End to March 31
ASPEN GROUP: Seeks to Remove Stale Financials From Publishers
ASSOCIATED ESTATES: S&P Raises CCR to 'BBB-' from 'BB+'

BOOMERANG SYSTEMS: Amends Q1 Form 10-Q to Add Disclosure
BRIDLE PATH: Case Summary & 8 Largest Unsecured Creditors
BUDD COMPANY: Jenner & Block Approved as Retirees' Attorney
BUDD COMPANY: Court Okays Segal Company as Retirees' Consultant
CABLE & WIRELESS: S&P Revises Outlook to Stable, Affirms 'BB' CCR

CASH STORE: ASC Issues Management Cease Trade Order
CENTRAL GARDEN: Moody's Affirms B2 Corporate Family Rating
CLEAREDGE POWER: Fuel-Cell Maker Seeks Auction on July 7
COLDWATER CREEK: Creditors' Committee Slams $3.5M Exec Bonus Plan
COTT CORPORATION: Moody's Says Aimia Deal No Impact on B2 CFR

CRAFT INTERNATIONAL: Case Summary & 8 Largest Unsecured Creditors
CUI GLOBAL: First Eagle Stake at 8.2% as of May 13
CYCLONE POWER: Incurs $1.1 Million Net Loss in First Quarter
DETROIT, MI: Fitch Maintains 'BB' Rating on $1.3BB Sewer Bonds
DETROIT, MI: Defends Pensioners' Better Plan Treatment

ECO BUILDING: Incurs $31.4 Million Net Loss in March 31 Quarter
ENERGY FUTURE: In Settlement Talks With Second-Lien Bondholders
ESSAR STEEL: Moody's Places Caa1 Corp. Family Rating on Downgrade
EVERYWARE GLOBAL: Enters Into Forbearance Agreement with Lenders
FERRELLGAS PARTNERS: S&P Raises CCR to 'B+'; Outlook Stable

FIRST STREET: Ch.11 Trustee Taps RM Capital as Advisor
FRISCO TEXAS: Case Summary & 16 Largest Unsecured Creditors
FTE NETWORKS: CFO Theresa Carlise Resigns
FULLER BRUSH: Court Approves Settlement With Joseph Grabowski
GARLOCK SEALING: Responds to Bid to Adjourn Claims Bar Date

GENCO SHIPPING: Lender Balks at Bid to Delay Plan Process
GENCO SHIPPING: Wins Final Order to Use Cash Collateral
GLOBAL AVIATION: Gets Court Nod for $13-Mil. Unit Sale
GENERAL MOTORS: Owners Lay Out More Details in Cobalt Switch Suit
GLOBAL GEOPHYSICAL: S&P Withdraws 'D' CCR on Approval of DIP Loan

GOLDEN LAND: Case Dismissal Hearing on June 17
GRAY TELEVISION: S&P Affirms 'B+' CCR; Outlook Stable
GSE ENVIRONMENTAL: Panel Seeks Continuation of Disclosures Hearing
GSE ENVIRONMENTAL: S&P Withdraws 'D' Corporate Credit Rating
HILLMAN GROUP: Moody's Assigns B3 CFR, Rates $610MM Sr. Debt 'B1'

JACOBY & MEYERS: Bankruptcy to Proceed in New York Court
JAMES RIVER: Finds Buyers for Idled Mining Complex
LAUREATE EDUCATION: Moody's Affirms "B2" CFR; Outlook Negative
MAHALO ENERGY: Directors Get Claims Pared in Debt-Shifting Suit
MOUNTAIN CHINA: Reports 2014 First Quarter Financial Results

MT. GOX: Bankruptcy Judge Rejects Complaints Over Potential Deal
MULTIBANK: Fitch Affirms 'BB+' Issuer Default Rating
NATIONAL MEDICAL: US Bank Hit w/ $50M Suit Over Involuntary Ch. 11
NEW YORKER 57: Case Summary & 3 Largest Unsecured Creditors
OCALA FUNDING: $102M Freddie Mac Settlement Gets Judge's OK

OTTER PRODUCTS: S&P Retains 'B+' Issue-Level Rating
OVERLAND STORAGE: Pinnacle No Longer a 5% Shareholder as of May 16
PACIFIC STEEL: Court Okays Deal With PG&E on Adequate Assurance
PACIFIC VECTOR: Financial Woes Impact Ability to Raise Capital
PPL ENERGY: S&P Lowers CCR to 'BB+'; Outlook Stable

PULL PANS: Case Summary & 20 Largest Unsecured Creditors
S.E. SHIRES: Sale to Competitor Eastman Approved
SCHRADER INT'L: Moody's Affirms B2 CFR, Changes Outlook to Stable
SHERIDAN HOLDINGS: Moody's Places B2 CFR on Review for Upgrade
TARGETED MEDICAL: Incurs $974,000 Net Loss in First Quarter

TELEXFREE LLC: Court Sets General Claims Bar Date
TELEXFREE LLC: Gets Final Approval to Employ KCC as Claims Agent
TWIN DEVELOPMENTS: Court Closes Chapter 11 Case
UNIVERSAL SOLAR: Reports $216,000 Net Loss in First Quarter
VIRGINIA KERN: Case Summary & 3 Unsecured Creditors

WASHINGTON MUTUAL: Suit Against D&O Insurers Not Ripe
WORLDCOM INC: Tax Foundation Pushes High Court To Take Case
WITHOUT WALLS: Tranzon to Auction Tampa Property on July 8

* Bank of America Resubmits Smaller Capital Plan
* Merrill Appeals Order Allowing Trusts' RMBS Buyback Suit
* Regulators Set New Rules for Companies' Revenue Accounting


* Large Companies With Insolvent Balance Sheet


                             *********


1036 BEACH BLVD: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 1036 Beach Blvd., Inc.
        2440 Mayport Rd., #7
        Atlantic Beach, FL 32233

Case No.: 14-02652

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Bradley R Markey, Esq.
                  THAMES MARKEY & HEEKIN, P.A.
                  50 N Laura Street Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: 904-358-4000
                  Fax: 904-358-4001
                  Email: brm@tmhlaw.net

Total Assets: $1.41 million

Total Liabilities: $3.06 million

The petition was signed by Chris Hionides, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-02652.pdf


21ST CENTURY ONCOLOGY: Moody's B3 CFR Affirmed After Delayed IPO
----------------------------------------------------------------
Moody's Investors Service has confirmed 21st Century Oncology,
Inc.'s ("21st Century") B3 Corporate Family Rating and B3-PD
Probability of Default Rating. In a related action, Moody's
confirmed the Ba3 rating on the company's $100 million revolving
credit facility and $90 million term loan, the B2 rating on the
company's existing $350 million 8.875% second lien notes, and the
Caa2 rating on the $380 million 9.875% subordinated notes. The
company's speculative grade liquidity rating was affirmed at SGL-3
and the rating outlook was changed to stable. This concludes the
review for possible upgrade of 21st Century's rating initiated on
May 8, 2014.

The rating action follows the company's decision to postpone its
planned initial public offering of common stock, preferred stock
offering (collectively the "equity offering"), and refinancing
transaction.

The change in outlook to stable incorporates the expectation for
continued revenue and average daily treatment growth with the
maintenance of an adequate liquidity profile.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

Corporate Family Rating, confirmed at B3;

Probability of Default Rating, confirmed at B3-PD;

$100 million senior secured revolving credit facility, due October
2016, confirmed at Ba3 (LGD1, 1%);

$90 million senior secured term loan, due October 2016, confirmed
at Ba3 (LGD2, 13%) from (LGD1, 7%);

$350 million senior 2nd lien 8.875% notes, due January 2017,
confirmed at B2 (LGD3, 43%) from (LGD3, 42%);

$380 million senior subordinated 9.875% notes, due April 2017,
confirmed at Caa2 (LGD5, 82%) from (LGD5, 83%).

Speculative grade liquidity rating, affirmed at SGL-3.

Outlook to stable from rating under review.

The Ba3 (LGD2, 27%) ratings on the company's previously proposed
$210 million senior secured revolving credit facility and $430
million senior secured term loan are withdrawn as they are no
longer being contemplated at this time.

Ratings Rationale

The B3 rating reflects the company's aggressive financial policy
including a debt financed growth strategy that is expected to
continue to stress 21st Century's highly leveraged capital
structure and ability to generate free cash flow. Moody's
anticipate the company's debt leverage will continue to remain
elevated at over 7 times. The company's free cash flow will remain
constrained due to its high interest burden and capital
expenditure level. The B3 rating also considers 21st Century's
concentration by geography (Florida is over 40% of the company's
global freestanding revenue) and payor (Medicare is 45% of the
company's U.S. domestic revenue). At the same time, the rating
positively reflects the company's ability to manage its costs,
integrate acquisitions, and drive average daily treatment volume
increases at its centers. The rating also benefits from 21st
Century's competitive industry position, size and scale as a
freestanding oncology provider, and technology platform. The
rating is further supported by Moody's expectation for the
company's clustered facility strategy and integrated cancer care
("ICC") business model to generate same facility volume growth
over the longer term given the company's pricing advantage versus
hospitals, and growth in total average daily treatments.

The stable outlook incorporates the expectation for continued
revenue and average daily treatment growth with the maintenance of
an adequate liquidity profile.

The ratings could be downgraded if the company's revenue and/or
volume declines on an ongoing basis, liquidity position
deteriorates such as revolving credit facility availability and
cash falls below $50 million, debt leverage remains over 7.5 times
on a sustained basis, and interest coverage EBITDA-CAPEX-to-
interest expense remains below 1 times on a sustained basis.
Additionally, if there are declines in Medicare reimbursement
rates or if the company is not anticipated to generate positive
free cash flow in 2015, Moody's could downgrade the ratings.

The ratings could be upgraded if the company's debt-to-EBITDA were
to decline on a sustained basis below 5.5 times and free cash flow
to debt increase on a sustained basis above 3%. A ratings upgrade
would also have to be supported by a stable reimbursement
environment, steady or improving treatment volumes, and the
maintenance of a good liquidity profile.

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

21st Century Oncology, Inc. ("21st Century"), formerly known as
Radiation Therapy Services, Inc. ("RTS") owns and operates
radiation treatment facilities in the US and Latin America. The
company's revenue for the last twelve months ended March 31, 2014
was approximately $796 million. 21st Century is majority owned by
Vestar Capital and management.


AES CHIVOR: Moody's Withdraws "Ba1" Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service upgraded the senior secured rating of
AES Chivor to Baa3 from Ba1.  Concurrently, Moody's also withdrew
AES Chivor's Ba1 Corporate Family Rating. The outlook is stable.

Rating Rationale

"The rating action is largely driven by Moody's expectation that
Chivor will be able to further report key credit metrics that are
robust for its current Ba1-rating category" said Natividad Martel,
a Moody's Vice President; Specifically, its 2011-2013 CFO pre W/C
to debt, interest coverage and Retained Cash Flow (RCF) to debt
averaged around 84%, 9x and 18.7%, respectively.

The rating continues to factor the issuer's aggressive cash
distribution policy (in the form of dividends or loans) as it is
expected to remain a key source of cash flow for its parent
company, AES Gener (Baa3, stable). That said, Moody's has gained
some clarity about how Gener will fund its material capex program,
including the US$150 million equity issuance completed in May
2014. Therefore, the rating action also reflects Moody's
expectation that Chivor will be able to further record over the
medium-term positive free cash flow considering dividend payments
(according to Moody's definition) as has been the case in most
recent years. Chivor's ability to generate strong cash flows is
enhanced by its overall prudent commercial policy in terms of
contracted output. This consists of committing to sell between 75%
and 85% of its expected output (4,160 MWh) under short and
intermediate term bilateral contracts largely with electric
utilities. This has provided Chivor a stable base of contracted
cash flows which reduces the likelihood of being over-contracted
during those years when the El Nino phenomena results in lower
than usual hydrology levels in Colombia. Moody's notes that
although no El Nino phenomena developed during 2013 Chivor was
able to only generate 3,373GWh of output as the water inflows in
its reservoir were lower than its historical average (86%) which
highlights the concentration risk associated with a single cash
generating asset. As a result, the company was required to procure
power in the spot market to meet its 3,517GWh contracted load amid
volatile spot power prices which negatively impacted its EBITDA
margin. Nevertheless, despite these challenges, Chivor was able to
report at year-end 2013 a very strong CFO pre-W/C to debt metric
of 77.6%.

The rating action further assumes that Chivor will successfully
refinance its US$170 million 144RegA Notes due in December 2014
and that this will not result in a material increase in its
interest costs associated with this outstanding indebtedness. To
that end, Moody's understands that the issuer is currently
considering different refinancing alternatives.

Chivor's stable outlook largely reflects the issuer's overall
prudent commercial policy which is expected to further underpin
its ability to generate cash flows and maintain its strong
financial profile which substantially offsets the material
business concentration risks. The stable outlook also reflects
Moody's expectation that Gener's needs for cash upstreams will not
jeopardize Chivor's overall prudent financial policy and financial
stability.

The Baa3 rating is also currently capped by Chivor's exposure to
single-asset risk along with the company's single fuel source and
geographical concentration. Furthermore, limited prospects exist
for a further rating upgrade given the continuing call on cash
upstreams to support Gener's material construction program while
also remaining an important source of dividends for AES
Corporation. That said, factors that could trigger positive
momentum include a further improvement in its operating cash
flows, such that the issuer reports RCF to debt in the high
twenties.

Factors that could create downward rating pressure include: a
significant deterioration in Colombia's political and economic
environment, changes to the country's regulatory framework that
have an adverse impact on the power markets and Chivor, a
significant and prolonged devaluation of the Colombian peso vis-a-
vis the U.S. dollar that renders Chivor's hedging strategy
inadequate or significantly higher distributions to Gener
resulting in a meaningful deterioration in Chivor's credit
metrics, such that its 3-year average RCF to debt falls below 14%
on a sustainable basis. In addition, if the rating of Gener or AES
were to experience a multi-notch downgrade, the rating of Chivor
could be affected.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.

AES Chivor & Cia. S.C.A. E.S.P. (Chivor; Corporate Family Rating
(CFR: Ba1; stable) is a wholesale power generation company
(1,000MW installed capacity with an additional 19.8MW mini hydro-
electric plant currently under construction) in Colombia (FC Gov.
bond: Baa3; positive). Since 1996, it has been a wholly-owned
subsidiary of AES Gener (Gener; Baa3; stable) and since 2001 it
has been an indirect subsidiary of the AES Corporation (CFR: Ba3;
stable).


ALERIS INTERNATIONAL: Moody's Confirms B1 CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service confirmed Aleris International Inc.'s
("Aleris") B1 corporate family rating and B1-PD probability of
default rating. At the same time, Moody's confirmed the B2 rating
on Aleris' senior unsecured notes. The outlook is negative. This
concludes the review for possible downgrade initiated on February
10, 2014.

Outlook Actions:

Issuer: Aleris International Inc.

Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Aleris International Inc.

Probability of Default Rating, Confirmed at B1-PD

Corporate Family Rating, Confirmed at B1

Senior Unsecured Regular Bond/Debenture Nov 1, 2020, Confirmed at
B2, 69% LGD 4

Senior Unsecured Regular Bond/Debenture Feb 15, 2018, Confirmed at
B2, 69% LGD 4

Ratings Rationale

The confirmation of Aleris' ratings reflects Moody's view that the
operating environment pressure within Aleris' key regional
markets, notably in Europe, has bottomed and that demand will
recover at a slow though uneven pace over the medium term. While
the company's Rolled Products Europe segment (RPEU) registered
almost flat segment income during the fiscal first quarter of 2014
compared with the same prior year period (after declining 9% year-
over-year in 2013), the segment's quarterly performance was buoyed
by a 43% increase in auto body sheet demand resulting in improved
product mix, which offset lower quarterly aerospace shipments and
still-weak regional plate and sheet pricing. Additionally,
fundamentals underpinning Aleris' Rolled Products North America
segment (RPNA) are expected to benefit from gradually improving
building and construction demand while the Rolled Products Asia
Pacific segment (RPAP) should realize volume growth as a result of
the company currently ramping up production at the new rolling
mill in China, which began operations in 2013.

Moody's expect some increase in debt balances to help fund the
$110 million acquisition of Nichols Aluminum, LLC ("Nichols") in
an all-cash transaction, which was completed on April 1, 2014.
However, Moody's anticipate that the company will exhibit a more
favorable leverage profile as EBITDA improves from volume growth
and cost savings over the next 12 to 18 months. Furthermore, on
April 15, 2014, the company announced that it was evaluating the
potential sale of its Recycling and Specification Alloys
businesses. Such a sale, if consummated, could be a modest benefit
to the company's liquidity position.

Although the headwinds that have negatively impacted the company
in 2013 have likely abated, credit metrics have been weak for the
B1 rating. Moody's estimate that debt-to-EBITDA and EBIT-to-
interest for the 12 months ending March 31, 2014 were
approximately 8.2x (versus 7.9x in 2013) and 0.35x (versus 0.5x in
2013). This reflects less optimal volumes achieved in historical
periods as well as high debt balances. For 2014, Moody's expect
that a more favorable demand environment will lead to higher
volumes and improved operating performance and credit metrics,
with debt-to-EBITDA trending to below 6 times and EBIT-to-interest
above 1 time. Furthermore, Moody's anticipate further progress in
these metrics towards debt-to-EBITDA of 5 times and EBIT-to-
interest of 2 times for 2015. These forecasts assume that RPEU
will gain from rising automotive build rates in Europe, leading to
higher volumes of aluminum rolled products sold in the region,
flat to slow recovery in US building and construction demand, and
the successful ramp-up of the new rolling mill in China.

Moody's note that performance could exhibit occasional weakness
over the near term given the limited availability and high prices
of aluminum scrap, a key input for Aleris' products, and
destocking activity in the aerospace sector, which is expected to
continue throughout 2014. In addition, Moody's believe that the
full benefits from the Nichols acquisition, if successfully
integrated into Aleris' operations, will require some time to be
realized.

The negative outlook reflects Aleris' currently high debt
balances, weak credit metrics, and the risk that end-market demand
and resulting operating performance over the next 12 to 18 months
remain weak such that a recovery in credit metrics to levels that
are appropriate for the B1 rating is delayed beyond Moody's
currently anticipated time horizon. Furthermore, certain near term
headwinds such as tight aluminum scrap supply and inventory
destocking by aerospace customers could cause volatility in the
company's performance.

Aleris' liquidity is expected to remain adequate over the next
four quarters despite modest cash balances of $51.3 million at
March 31, 2014, still weak earnings performance, and high near
term CAPEX requirements. The company has guided to $165 million of
CAPEX in 2014. Liquidity is supported by a $600 million ABL
revolver, (subject to a borrowing base - estimated at $495.7
million at March 31, 2014) that expires on June 2016. Availability
under the facility was $445.2 million at March 31, 2014. Given the
company's modest cash balances and the recent acquisition of
Nichols, Moody's anticipate that there will be moderate borrowings
under the ABL over the next four quarters. However, Moody's
believe that remaining availability will be sufficient to cover
near term working capital and CAPEX requirements.

The B2 rating on Aleris' senior unsecured notes reflects the
application of Moody's loss given default methodology and the
weaker position of the notes in the liabilities waterfall behind
the secured ABL and term loans, and priority accounts payables.

The rating could be downgraded if Aleris' key end markets continue
to be challenged, performance remains weak or deteriorates, and
the company generates sustained negative cash flow such that an
improvement in credit metrics is delayed beyond Moody's current
expectations. Ratings could also come under pressure if Aleris'
major equity sponsors complete another debt financed dividend or
acquisition, or if liquidity evidences a material contraction.
Quantitatively, ratings could be lowered if it is likely that
debt-to-EBITDA and EBIT-to-interest are likely to be sustained
above 5.5 times and below 1.5 times for a longer than expected
time horizon.

At this time, an upgrade is unlikely over the next 12 to 18 months
given the weak metrics, challenging industry conditions, and the
need for Aleris to achieve more optimal volumes relative to recent
historical levels. Aleris' limited post-bankruptcy operating
history and the uncertainty as to future financial policies are
also limiting considerations. The outlook could be stabilized
should the debt-to-EBITDA ratio trend toward and be sustained
below 4.5 times and EBIT-to-interest above 2 times.

The principal methodology used in this rating was the Global Steel
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.

Headquartered in Beachwood, Ohio, Aleris International Inc. is a
global manufacturer of aluminum products, serving primarily the
aerospace, automotive and other transportation industries,
building and construction, containers, packaging and metal
distribution industries. For the 12 months ending March 31, 2014,
Aleris generated revenues of $4.3 billion. The company's shares
are majority owned by investment funds managed by Oaktree Capital
Management, L.P. (who holds the majority position), affiliates of
Apollo Management L.P., and Sankaty Advisors, LLC.


AMARILLO BIOSCIENCES: Plan of Reorganization Confirmed
------------------------------------------------------
BankruptcyData reported that a bankruptcy court confirmed Amarillo
Biosciences' Plan of Reorganization, filed Feb. 21, 2014.

According to BData, under the court order, all property and assets
of the Debtor will vest in the reorganized debtor, which may
thereafter operate its business free of any restrictions imposed
by the Code.  The Debtor is authorized and directed to take all
steps necessary and appropriate to implement the Plan without the
need for further shareholder, director or other corporate
approvals or action, including without limitation, the issuance of
new equity securities to the Yang Group and the implementation of
the reverse stock split specified in the Plan, BData added.

Amarillo Biosciences, Inc., a developer of biologics for the
treatment of human and animal diseases, filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 13-20393) on Oct. 31, 2013.
Amarillo disclosed assets of $132,000 against $4.8 million in
liabilities as of the bankruptcy filing.  It is represented by
Roger S. Cox, Esq., at Underwood Law Firm.


AMSURG CORP: Moody's Places Ba3 CFR under Review for Downgrade
--------------------------------------------------------------
Moody's Investors Services placed the Ba3 Corporate Family Rating
and Ba3-PD Probability of Default Rating of AmSurg Corp.
("AmSurg") under review for downgrade, following the company's
announcement on May 29, 2014 that it has entered into an agreement
to acquire Sheridan Holdings, Inc. ("Sheridan") in a transaction
valued at $2.35 billion.

The proposed acquisition, which has been approved by the
respective boards of AmSurg and Sheridan is expected to be funded,
though the issuance of $1.7 billion of new debt and $615 million
of common equity. The rationale for the review for downgrade is
the high pro forma leverage that will result from the proposed
acquisition and the shift it represents to a much more aggressive
acquisition strategy. Moody's currently expect that closing
leverage will be between 5.7 and 6.2 times debt to EBITDA, which
will likely push AmSurg's leverage above Moody's trigger to
maintain the current Ba3 rating.

Moody's review will focus on the expected performance of the
combined entities, the proposed capital structure and strategy for
deleveraging, the timing and magnitude of synergies realized, as
well as the combined organization's free cash flow capabilities
and liquidity.

Ratings placed under review for downgrade:

AmSurg Corp.

Corporate Family rating at Ba3;

Probability of Default Rating at Ba3-PD;

$250 million senior unsecured notes due 2020 at Ba3 (LGD 3, 49%)

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

AmSurg Corp. acquires, develops and operates ambulatory surgery
centers in partnership with physicians. As of March 30, 2014
AmSurg had 243 centers, of which the company owned a majority
interest (primarily 51%) in 240 ASCs and a minority interest in
three ASCs.


ARMORWORKS ENTERPRISES: Files Ch. 11 Plan with $3-Mil. PE Deal
--------------------------------------------------------------
ArmorWorks Enterprises LLC filed a revised Chapter 11 plan backed
by a $3 million deal with private equity firm Diversis Capital LLC
after failing to sell its business for lack of bidders.

Law360 reported that ArmorWorks inked a deal to escape Chapter 11
under the control of Diversis, which will pay $3 million for a
majority stake in the defense contractor.  According to Law360,
the Diversis-sponsored reorganization plan comes after the planned
auction canceled in February.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the new plan gives them the option of receiving 20% in cash on
emergence from bankruptcy or 100% paid over five years.  Diversis
gets 65.5% of the new common stock and all of the preferred
shares, Mr. Rochelle said.  Managers get some of the equity in
return for contribution of assets, Mr. Rochelle added.

A hearing to consider approval of the disclosure statement
explaining the Plan is scheduled for June 13.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


APOLLO MEDICAL: Changes Fiscal Year End to March 31
---------------------------------------------------
The Board of Directors of Apollo Medical Holdings, Inc., changed
its fiscal year end from January 31 to March 31.  The Company will
file a transition report on Form 10-Q covering the transition
period Feb. 1, 2014, to March 31, 2014, within the time period
prescribed by the rules of the Securities and Exchange Commission.

The Company elected to change its fiscal year end in order to
simplify business processes and to align the Company's fiscal year
with the reporting periods for other healthcare services reporting
companies to allow for easier comparison and industry coverage.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.  As of Jan. 31, 2014, the Company's
balance sheet showed $3.95 million in total assets, $5.65 million
in total liabilities and a $1.69 million total stockholders'
deficit.


ASPEN GROUP: Seeks to Remove Stale Financials From Publishers
-------------------------------------------------------------
Aspen Group, Inc., disclosed in a Form 8-K filed with the U.S.
Securities and Exchange Commission that EDGAR Online, which
supplies information to Yahoo! Finance, erroneously posted
historical financial statements of the Company through March 31,
2013, which was almost 15 months old.  Since March 31, 2013, the
Company has changed its fiscal year to April 30th, and has
restated its financials reflecting a discontinued operation.
Additionally, the Company has filed a Form 10-KT and three Form
10-Q's based on the new fiscal year, including one on March 17,
2014.

The Company said it is working diligently with EDGAR Online to
remove these stale financials from its publishers such as Yahoo!
Finance and post all historical financial statements as filed with
the Securities and Exchange Commission.  The Company intends to
file its Form 10-K for the year ended April 30, 2014, in July
2014.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  As of Jan. 31, 2014, the Company had $3.67 million in
total assets, $5.29 million in total liabiities and a $1.62
million total stockholders' deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


ASSOCIATED ESTATES: S&P Raises CCR to 'BBB-' from 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Richmond Heights, Ohio-based Associated Estates Realty
Corp. (Associate Estates) to 'BBB-' from 'BB+'.  The outlook is
stable.  At the same time, S&P affirmed its senior unsecured
ratings on the company's debt at 'BBB-' and withdrew its '2'
recovery ratings.

"Our assessment of Associated Estate's "fair" business risk
profile reflects the company's small, but good-quality apartment
portfolio in predominantly suburban Midwest, Mid-Atlantic,
Southeast, and Southwest markets that we believe exhibit high
single-family housing affordability and meaningful new supply risk
in select markets," said Standard & Poor's credit analyst Lisa
Sarajian.  As of March 31, 2014, the company had $1.7 billion
invested in 52 operating properties and another 5 development
projects that will be completed over the next three years.  S&P's
"fair" assessment also reflects the company's weaker competitive
position due to improving but still relatively low critical mass
within its markets which contributes to higher overhead and larger
development exposure relative to peers.

S&P currently views the company's financial risk profile as
"intermediate" based on its projected debt to un-depreciated book
capital in the mid-40% area and expectations for gradually
improving debt to EBITDA to the mid-7x area over the next two
years.  The bulk of the company's debt is fixed (or swapped-to-
fixed), though very low weighted average debt costs presently
provide some subsidy to fixed-charge and common dividend coverage
measures which were strong at 2.9x and 1.3x, respectively as of
March 31, 2014.  Recurring capital expenditures, manageable and a
reasonably well-laddered debt maturity schedule provides
sufficient balance sheet flexibility.  Funding and execution risks
associated with the company's two large West Coast development
projects have been partially mitigated by the use of joint-venture
structures, guaranteed fixed-price development contracts and
project level financing.  S&P's expectation that management will
fund its portfolio expansion including development pursuits in a
leverage-neutral manner remains a critical support to current
ratings.

The stable outlook reflects S&P's expectation for industry
fundamentals to remain favorable (albeit decelerating from the
past few years) and that Associated will be able to execute on its
continued portfolio expansion and repositioning strategy and
achieve improved critical mass within its recently entered markets
while maintaining an intermediate financial risk profile.
Specifically, S&P assumes FCC will be maintained in the high 2x to
low 3x area, the common dividend will be comfortably covered,
development will be prudently pursued and portfolio growth will be
leverage neutral.

S&P would lower the corporate credit rating if the company
struggles to execute on its larger, more complex development
projects, becomes overly reliant upon short-term or variable rate
debt to support its growth or performance within the core
portfolio deteriorates.  Should any of these situations come to
pass, S&P would remove the current "positive" comparable ratings
modifier which would drive the corporate credit rating lower by
one-notch back to 'BB+'.

S&P sees limited near-term potential for an upgrade, given the
company's smaller platform, elevated development appetite and
potential refinancing risk in future years when borrowing costs
are expected to be higher.  The business risk profile would also
need to improve to satisfactory from the current fair for S&P to
consider an upgrade, and this would require S&P to view the
company's scale, scope, and diversity as well as management and
governance more favorably than it presently do.


BOOMERANG SYSTEMS: Amends Q1 Form 10-Q to Add Disclosure
--------------------------------------------------------
Boomerang Systems, Inc., amended its quarterly report on Form 10-Q
for the quarterly period ended March 31, 2014, to include
previously omitted disclosure.  The only changes made to the
previously filed Form 10-Q were additional disclosures made in
Footnote 1 and Management's Discussion and Analysis - Liquidity
and Capital Resources.  A copy of the Amended Form 10-Q as filed
with the U.S. Securities and Exchange Commission is available for
free at http://goo.gl/dY36dZ

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems incurred a net loss of $11.22 million for the
year ended Sept. 30, 2013, following a net loss of $17.42 million
for the year ended Sept. 30, 2012.  The Company's balance sheet at
March 31, 2014, showed $6.19 million in total assets, $21.51
million in total liabilities and a $15.31 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the Loan Agreement, notes and agreements governing our
indebtedness or fail to comply with the covenants contained in the
Loan Agreement, notes and agreements, we would be in default.  A
debt default could significantly diminish the market value and
marketability of our common stock and could result in the
acceleration of the payment obligations under all or a portion of
our consolidated indebtedness, or a renegotiation of our Loan
Agreement with more onerous terms and/or additional equity
dilution.  If the debt holders were to require immediate payment,
we might not have sufficient assets to satisfy our obligations
under the Loan Agreement, notes or our other indebtedness.  It may
also enable their lenders under the Loan Agreement to foreclose on
the Company's assets and/or its ownership interests in its
subsidiaries.  In such event, we could be forced to seek
protection under bankruptcy laws, which could have a material
adverse effect on our existing contracts and our ability to
procure new contracts as well as our ability to recruit and/or
retain employees.  Accordingly, a default could have a significant
adverse effect on the market value and marketability of our common
stock," the Company said in the annual report for the year ended
Sept. 30, 2013.


BRIDLE PATH: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bridle Path, LLC
        PO Box 81
        Sorrento, FL 32776

Case No.: 14-06414

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 31, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Perry G Gruman, Esq.
                  PERRY G. GRUMAN, P.A.
                  3400 West Kennedy Boulevard
                  Tampa, FL 33609
                  Tel: 813-870-1614
                  Email: ross@grumanlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Rich Mozdzer, managing member.

List of Debtor's eight Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Dario Diaz Law                     Attorney Fees      $100,000

Fowler White Boggs Banker PA       Attorney Fees       $75,000

Freeborn Peters LLP                Attorney Fees       $98,000

Gray Robinson                      Attorney Fees       $20,000

Hank Fishkind & Assoc., Inc.       Expert Witness      $15,000
                                   Reports

Lavelle Law                        Attorney Fees        $5,000

Morgan & Morgan                    Attorney Fees       $67,000

Paul Willes                        Appraiser            $3,650


BUDD COMPANY: Jenner & Block Approved as Retirees' Attorney
-----------------------------------------------------------
The Committee of Executive & Administrative Retirees of The Budd
Company, Inc. sought and obtained permission from the Hon. Jack B.
Schmetterer of the U.S. Bankruptcy Court for the Northern District
of Illinois to retain Jenner & Block LLP as attorneys for the
Committee, effective May 6, 2014.

The Retiree Committee requires Jenner & Block to act as its
counsel for all matters relating to the performance of the Retiree
Committee's duties under 11 U.S.C. Section 1114, including,
without limitation, the following services:

   (a) providing assistance, advice and representation concerning
       any proposed modification of the benefits to be provided to
       the Debtor's non-union retirees;

   (b) negotiating with the Debtor concerning any proposed
       modification of the non-union retirees' benefits in
       general;

   (c) representing the Retiree Committee in any proceedings and
       hearings that involve or might involve matters pertaining
       to the benefits of the non-union retirees;

   (d) preparing on behalf of the Retiree Committee any necessary
       adversary complaints, motions, applications, orders and
       other legal papers relating to such matters;

   (e) advising the Retiree Committee of its powers and duties;

   (f) prosecuting and defending litigation matters and such other
       matters concerning any proposed modification of the non-
       union retirees' benefits that might arise;

   (g) advising the Retiree Committee with respect to bankruptcy,
       general corporate, labor, employee benefits and litigation
       issues concerning any proposed modification of the non-
       union retirees' benefits; and

   (h) performing such other legal services as may be necessary
       and appropriate for the efficient and economical resolution
       of the Retiree Committee's consideration of any proposal to
       modify the non-union retirees' benefits.

Jenner & Block will be paid at these hourly rates:

       Partners                      $625-$1,150
       Associates                    $365-$665
       Staff Attorneys               $295-$360
       Paralegals                    $275-$325
       Project Assistants            $190-$200
       Catherine Steege, Partner        $900
       Charles B. Sklarsky, Partner    $1,000
       Melissa M. Root, Partner         $650
       Landon S. Raiford, Associate     $580
       Toi Hooker, Paralegal            $325

Jenner & Block will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Catherine Steege, partner of Jenner & Block, 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.

Jenner & Block can be reached at:

       Catherine Steege, Esq.
       JENNER & BLOCK LLP
       353 N Clark St.
       Chicago, IL 60654
       Tel: (312) 923-2952
       Fax: (312) 840-7352
       E-mail: csteege@jenner.com

                     About The Budd Company

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

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

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

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


BUDD COMPANY: Court Okays Segal Company as Retirees' Consultant
---------------------------------------------------------------
The Committee of Executive & Administrative Retirees of The Budd
Company, Inc. sought and obtained permission from the Hon. Jack B.
Schmetterer of the U.S. Bankruptcy Court for the Northern District
of Illinois to retain The Segal Company (Eastern States), Inc. as
actuarial consultant for the Retiree Committee effective May 8,
2014.

The Retiree Committee requires Segal Company to:

   (a) assist financial advisors in projecting the cash flow of
       Debtor's costs related to benefit plans;

   (b) provide education regarding benefits to the Retiree
       Committee;

   (c) advise and assist the Retiree Committee in its examination
       and analysis of any proposed retiree benefit modifications
       by the Debtor that impacts the Retiree Committee and its
       constituents;

   (d) participate in meetings and negotiations with the Debtor,
       its advisors and counsel regarding proposed modifications,
       underlying assumptions, and support information;

   (e) perform other actuarial and consult services as may be
       necessary and appropriate to assist the Retiree Committee
       in its deliberations, as requested; and

   (f) provide testimony on related matters, as appropriate.

Segal Company will be paid at these hourly rates:

       Senior Vice President         $480-$790
       Vice President                $370-$525
       Actuaries                     $300-$450
       Consultants                   $280-$540
       Analytics                     $180-$340
       Thomas Levy                      $790
       Stuart Wohl                      $535
       Howard Atkinson                  $500
       Adam Condrick                    $455
       Danny Rhodes                     $370
       Melanie Clark                    $335
       Dan Haar                         $235
       Nabeel Kirmani                   $230

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

Stuart Wohl, senior vice president of Segal Company, 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.

Segal Company can be reached at:

       Stuart Wohl
       THE SEGAL COMPANY (EASTERN STATES), INC.
       1920 N St NW Ste 400
       Washington, DC 20036-1620
       Tel: (202) 833-6431
       E-mail: swohl@segalco.com

                     About The Budd Company

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

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

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

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


CABLE & WIRELESS: S&P Revises Outlook to Stable, Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Miami-
based (London headquartered) telecommunications group Cable &
Wireless Communications PLC (CWC) to stable from negative.

At the same time, S&P affirmed its 'BB' long-term corporate credit
rating on CWC.

In addition, S&P affirmed its 'B+' and 'BB' issue ratings on the
various senior notes issued by CWC's subsidiaries.

The outlook revision follows the completion of CWC's divestment
plan.  This has provided S&P with greater understanding of the
group's strategy and intentions.  S&P notes that CWC has used a
large portion of the disposal proceeds to repay debt and is
refocusing its strategy on the Latin-American and Caribbean
regions.  Therefore, S&P sees limited risks that the group may
reinvest in weaker businesses with high country risks or that
leverage will increase in the near term.

Over the past year, CWC announced $1.75 billion worth of disposals
-- including the recent disposal of its participation in Monaco
Telecom.  CWC used some of these proceeds to repay almost $1.0
billion of debt, comprising debt at the subsidiary level, the
drawn amount under CWC's revolving credit facility (RCF), and the
group's senior notes due 2017.  This has led to a significant
leverage reduction.

CWC is also using a portion of the proceeds to fund its recently
announced $200 million, two-year restructuring plan for the
Caribbean region.  CWC intends to significantly improve its margin
in the region through this plan -- the medium-term target is a 30%
unadjusted EBITDA margin (up from about 24.5% in financial year
ending March 31, 2013).  The group also invested $100 million in
spectrum and license extensions in Panama and $30 million in
spectrum and license extensions in Jamaica, highlighting its
strong commitment to these regions.  While these regions carry
meaningful country risks in S&P's view, it sees the additional
investment as supportive of CWC's local competitive position.  In
addition, S&P anticipates that CWC will reap the benefits of being
a more integrated, regional player in the Caribbean, now that it
has a narrower scope and has relocated its corporate hub to Miami.

CWC has leading positions in most of the other markets in which it
operates, including Panama.  The group also enjoys solid
profitability and has good geographical, product, and customer
diversification.

These positive factors are partially offset by S&P's view that CWC
will continue to face regulatory risks (even if S&P sees these as
easing in Jamaica) and fierce competition in most of its markets.
Among CWC's main markets, S&P considers that country risks are
highest in Jamaica.

From a financial standpoint, S&P expects CWC to run a
significantly less-leveraged balance sheet following its debt
repayment.  It is important to note that S&P excludes a
significant portion of the cash coming from the sale of the Monaco
business as it anticipates that a material amount will be
reinvested in the business in the coming months.  Despite this,
S&P continues to forecast relatively strong metrics, on a
proportionate basis, for a "significant" financial risk profile,
as defined by S&P's criteria.  Metrics for this category include
Standard & Poor's-adjusted leverage of 3.2x and adjusted funds
from operations (FFO)-to-debt of 24%; both forecast for financial
2015.

S&P's financial risk profile assessment also reflects its view of
the risks associated with the group not having full ownership of
its key assets (for instance, in Panama and the Bahamas), which
leads to meaningful leakage of dividends to minority interests.
The uncertainties S&P sees over the timing and future cash
generation of reinvestments also make CWC's future discretionary
cash flow generation after dividends uncertain.

However, these weaknesses are partly offset by CWC's well-
controlled management of its key assets and its subsidiaries'
track record of steadily upstreaming dividends to CWC, based on a
long-established dividend policy.  The group's solid operating
cash flow generation and significant cash balances provide further
support to the financial risk profile.

S&P's base case assumes:

   -- Minor real GDP growth for the Caribbean region (Barbados:
      about 1.0%;

   -- Jamaica: 1.5%; Bahamas: 2.0%), while Panama should continue
      to grow at a high single-digit rate (7.0% for 2014).

   -- A slight revenue decline in financial 2015 (excluding
      Monaco) with slow growth in Panama not completely
      offsetting the anticipated decline in the Caribbean.

   -- An improvement in the EBITDA margin, on the back of the
      optimization plan in the Caribbean region--reaching an
      adjusted margin of 33.5% in financial year 2015.

   -- An increase in capital expenditure as the company will
      continue to invest in its networks, both mobile and fixed.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- Adjusted proportionate leverage expected to stand at 3.2x
      in financial 2015--anticipated to decline to 3.0x in two
      years.

   -- Adjusted proportionate FFO-to-debt at 24% in financial
      2015; S&P expects this to significantly improve.

   -- Discretionary cash flow anticipated to return to positive
      for financial 2015, but still be relatively weak.

The stable outlook reflects S&P's view that CWC's credit metrics
are likely to improve as a result of better cash generation, which
will help to naturally reduce leverage.  It also reflects S&P's
view that CWC will maintain its leading market positions, and is
likely to report broadly stable revenues and sustain an EBITDA
margin of about 30%.

Additionally, S&P anticipates that underlying operating cash flow
generation will remain solid, at or above the current level, and
that discretionary cash flow will return to at least break-even
over the next 12-18 months as cash flow generation continues to
improve.  This should enable the group to maintain adjusted
leverage at a level below 3.5x on a proportionate basis (or less
than 2.5x on a consolidated basis).

S&P considers rating upside in the near term as limited, chiefly
owing to significant country risks and CWC's lack of full
ownership of its key assets.  A further constraint is the group's
limited headroom under the leverage threshold that S&P deems
commensurate with the current ratings.  S&P would require adjusted
leverage to be well below 3.0x and adjusted FFO-to-debt to be
comfortably higher than 30% -- both on a proportionate basis --
before considering an upgrade.

The ratings could come under pressure if the improvement S&P
anticipates in discretionary cash flow generation appears unlikely
to materialize in the near term -- particularly if it were to
remain negative for an extended period of time.  Ratings pressure
could also arise if management takes a more aggressive attitude
toward shareholder returns or mergers and acquisitions.  Such a
scenario could result in leverage exceeding the aforementioned
levels that S&P deems commensurate with the rating.


CASH STORE: ASC Issues Management Cease Trade Order
---------------------------------------------------
The Cash Store Financial Services Inc. on May 31 disclosed that a
Cease Trade Order was issued on May 30, 2014, by the Alberta
Securities Commission due to the Company failing to file interim
unaudited financial statements, interim management's discussion
and analysis, and certification of interim filings for the period
ended March 31, 2014, pursuant to section 146 of the Securities
Act (Alberta).  Per the terms of the Cease Trade Order, all
trading in the Company's securities has ceased.

As the Company announced on May 16, 2014, its inability to file
these materials is attributable to the circumstances of the
Company's ongoing court-supervised restructuring process under the
Companies' Creditors Arrangement Act.  Cash Store Financial
intends to file the Continuous Disclosure Documents as soon as is
commercially reasonable, or as requested by the Court, and is
committed to completing the restructuring process as quickly and
efficiently as is possible.

The Company remains open for business with its branches operating.

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

                    About Cash Store Financial

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

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

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


CENTRAL GARDEN: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service upgraded Central Garden & Pet
speculative grade liquidity rating to SGL 2 from SGL 3 because of
the company's improved liquidity position. All other ratings were
affirmed, including the B2 Corporate Family Rating. The rating
outlook is stable.

"The upgrade in the liquidity rating reflects Moody's expectation
of improved free cash flow generation over the next 12-18 months
combined with the cushion afforded by not having to comply with
quarterly financial covenants in the ABL revolving credit
facility," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. "Not having quarterly financial covenants
enables the company to focus on its long term plan of revitalizing
both the Pet and Garden segments through cost reductions and
product innovations," he said.

Rating upgraded:

Speculative grade liquidity rating to SGL 2 from SGL 3;

Ratings affirmed:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

$450 million senior subordinated notes at B3 (LGD5, 72% from 73%)

Ratings Rationale

Central Garden's B2 Corporate Family Rating reflects its high
leverage at over 5 times (Moody's adjusted and excluding seasonal
borrowings), modest operating performance, limited geographic
diversification with a primary focus in the Southeast and single
digit operating margins. The ratings are also constrained by the
seasonality of its earnings and cash flows, weather dependency,
exposure to volatile raw materials prices, the somewhat
discretionary nature of its products and by its highly
concentrated customer base. The rating is supported by the
company's strong market position in pet and lawn & garden,
moderate size with revenue around $1.7 billion, solid brand
recognition among consumers and moderate financial policies.

The stable outlook reflects Moody's view that the company's
operating performance and credit metrics will remain at current
levels for the next year or two.

The ratings could be downgraded if Central's operating performance
and/or credit metrics unexpectedly deteriorate. Sustained credit
metrics necessary for a downgrade would be debt/EBITDA approaching
6.5 times (currently over 6 times, but around 5.5 times excluding
seasonal borrowings), retained cash flow/net debt approaching 8%
(presently around 10%, but about 12% excluding seasonal
borrowings) and EBITA/interest approaching 1 time (presently at
1.1 times).

The ratings are unlikely to be upgraded in the near term given the
recent mpdest operating results. Over the longer term, the rating
could be upgraded if the company is able to achieve most of its
expected cost savings and is able to return earnings, cash flow
and credit metrics to previous levels. Sustained credit metrics
(outside of seasonal borrowings) necessary for an upgrade would be
debt/EBITDA below 4.5 times, retained cash flow/net debt over 15%
and EBITA/interest over 2 times.

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Central Garden & Pet Company located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments. Products and brands include
Pennington grass seed and wild bird feed, AMDRO fire ant control
bait, Rebel grass seed, private label manufacturer of Eliminator
for Wal*Mart in the Garden Products Group and Kaytee wild bird,
pet bird and small animal supplies; Nylabone dog bones and treats;
Four Paws supplies for cats and dogs; Farnam equine supplies;
Oceanic, Aqueon and Zilla produce aquatics supplies and aquarium
in the Pet Products group. Sales approximated $1.7 billion for the
twelve months ended March 29, 2014.


CLEAREDGE POWER: Fuel-Cell Maker Seeks Auction on July 7
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ClearEdge Power Inc., a producer of fuel cells, has
asked the bankruptcy judge in San Jose, California, to approve
procedures governing the sale of its assets and schedule an
auction on July 7.

According to the report, the Sunnyvale, California-based company
wants the bankruptcy judge to require initial submission of bids
by June 25 and schedule the sale-approval hearing on July 7.

ClearEdge also filed official lists showing assets of $31.3
million against debt totaling $67.4 million, the report said.  In
a court filing, the company said assets were on the books for
$189.4 million, with liabilities totaling $129.3 million, the
report related.  Debt on the official lists consists of $30.9
million in secured claims, $7.6 million of priority claims, and
$28.8 million of unsecured debt, the report further related.

                      About ClearEdge Power

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

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

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

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

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


COLDWATER CREEK: Creditors' Committee Slams $3.5M Exec Bonus Plan
-----------------------------------------------------------------
Law360 reported that Coldwater Creek Inc.'s unsecured creditors
blasted a proposed bonus plan that could pay four executives of
the bankrupt clothing retailer more than $3.5 million, saying it
provides little incentive for future endeavors and instead
promises rewards for easily met goals.

According to Law360, the Official Committee of Unsecured Creditors
contends the key employee incentive program, or KEIP, violates the
Bankruptcy Code because it is "nothing but a disguised retention
plan for insiders" that would reward well-paid senior management
based on metrics that will be reached without any additional
effort on their parts.

As previously reported by The Troubled Company Reporter, the U.S.
Trustee also objected to the motion to approve $2.56 million of
bonuses to the executives, saying the plan is a retention and
severance package in disguise.

The bonus dispute will be heard by U.S. Bankruptcy Judge Brendan
L. Shannon in Delaware on June 2.

                     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.


COTT CORPORATION: Moody's Says Aimia Deal No Impact on B2 CFR
-------------------------------------------------------------
Moody's Investors Service said that Cott Corporation's proposed
acquisition of Aimia Foods (Holdings) Limited is a long-term
credit positive because it will continue the company's
diversification away from U.S. carbonated soft drinks ("CSD"),
although it slightly increases leverage in the short run and
presents certain integration risks. The acquisition does not
impact Cott's leverage enough to affect the company's B2 Corporate
Family Rating or SGL-2 Speculative Grade Liquidity Rating.

The principal methodology used in this rating was Global Soft
Beverage Industry published in May 2013.

Cott Corporation (Cott), headquartered in Toronto, Ontario, and
Tampa, Florida, is one of the world's largest private label and
contract manufacturing beverage companies. Cott's product
portfolio includes CSDs, clear, still and sparkling flavored
waters, juice, juice-based products, bottled waters, energy
related drinks, and ready-to-drink teas. Cott's customers include
many of the largest national and regional grocery, drugstore, and
convenience store chains, and wholesalers. Sales for the twelve
months ending March 29, 2014 were approximately $2.1 billion.

Aimia Foods is a privately owned business based in Merseyside,
United Kingdom with revenues of approximately USD$110 million for
the twelve months ending March 31, 2014. The company is a
manufacturer of hot and cold beverages including hot chocolate,
coffee, powders, juice drinks and hot cereals.


CRAFT INTERNATIONAL: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Craft International LLC
           dba The Craft
           dba Craft
        3824 Cedar Springs Road, #357
        Dallas, TX 75219

Case No.: 14-32605

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Seymour Roberts, Jr.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: 214-840-5300
                  Fax: 214-840-5301
                  Email: sroberts@neliganlaw.com

Debtor's          SUMNER, SCHICK & PACE, LLP
Litigation
Counsel:

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven Young, chief executive officer
and manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-32605.pdf


CUI GLOBAL: First Eagle Stake at 8.2% as of May 13
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, First Eagle Investment Management, LLC, disclosed that
as of May 13, 2014, it beneficially owned 1,692,753 shares of
common stock of CUI Global, Inc., representing 8.23 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://goo.gl/2BAbdI

                          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.


CYCLONE POWER: Incurs $1.1 Million Net Loss in First Quarter
------------------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.09 million on $0 of revenues for the
three months ended March 31, 2014, as compared with a net loss of
$668,886 on $251,441 of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.37
million in total assets, $3.62 million in total liabilities and a
$2.25 million total stockholders' deficit.

"For the three months ended March 31, 2013, cash increased by
$27,631.  This is reflective of funds provided by the sale of
common stock of $100,000, reduced inventory of $119,631, higher
accounts payable and accrued expenses of $82,022, increased
payables and accrued expenses to related parties of $98,958, and
debt proceeds of $ 70,000.  Funds were used by the net loss of
$668,886 and debt repayment of $10,000.  Non-cash charges for the
three months were from the issuance of common stock, warrants and
options for services of $181,785," the Company stated in the
filing.

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

                        http://goo.gl/rkPnd5

                         About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power reported a net loss of $3.79 million on $715,382 of
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $3 million on $1.13 million of revenues for the year ended
Dec. 31, 2012.

Mallah Furman, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's dependence on outside financing, lack of
sufficient working capital, and recurring losses raises
substantial doubt about its ability to continue as a going
concern.


DETROIT, MI: Fitch Maintains 'BB' Rating on $1.3BB Sewer Bonds
--------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative on the following
city of Detroit, Michigan (the city) bonds issued on behalf of the
Detroit Water and Sewerage Department (DWSD):

  -- $1.1 billion senior lien water revenue bonds 'BB+';
  -- $565 million second lien water revenue bonds 'BB'.
  -- $1.6 billion senior lien sewer revenue bonds 'BB+';
  -- $788 million second lien sewer revenue bonds 'BB'.

SECURITY

Senior lien water and sewer bonds are separately secured by a
first lien on net revenues of each water and sewer system (the
systems).  Second lien bonds are separately secured by a second
lien on the net revenues of each system after payment of senior
lien bonds.

KEY RATING DRIVERS

WATCH MAINTAINED DUE TO UNCERTAINTY: A key assumption underpinning
Fitch's ratings is that water/sewer bondholders are legally
protected from impairment under Chapter 9 given the clear intent
of the bankruptcy code to carve out debt supported by special
revenues.  Nonetheless, there remains uncertainty surrounding the
city Emergency Manager's (the EM) attempt to impair system
bondholders under the city's Fourth Amended Plan of Adjustment
(the POA).  The POA includes removal of the call protection,
threatened reduction in interest coupon and possible subordination
of bondholder security interest.  Fitch believes that there is no
legal basis to compel bondholders to accept such impairment as
proposed in the POA.

WEAK FINANCIAL OPERATIONS: The system continues to exhibit weak
financial performance.  Fiscal 2014 debt service coverage (DSC)
numbers that are expected to fall below projections.  Fitch
believes financial improvement over the near term is unlikely
given significant customer delinquencies and the loss of the water
system's largest wholesale customer.  Fitch's concern about DWSD's
financial profile is further exacerbated by the city's status as a
bankrupt entity.

SEPARATE OPERATIONS: All system funds and accounts are separate
and distinct from other city funds including the city's general
fund.  Excess system funds are invested by the bond trustee for
and at the direction of DWSD.

HIGHLY LEVERAGED DEBT PROFILE: The systems' debt load is expected
to remain elevated for the foreseeable future.  Borrowing needs
for sewers are moderate and for water, minimal.

EXPANSIVE SERVICE TERRITORY: The systems provide essential
services to a broad area.  The water system covers roughly 43% of
Michigan's population, with over 70% of operating revenues coming
from wealthier suburban customers.  The sewer system includes
roughly 30% of Michigan's population, with over 50% of operating
revenues coming from suburban customers.

STRONG RATE-ADJUSTMENT HISTORY: The governing body has instituted
virtually annual rate hikes in support of financial and capital
needs.  While there have been changes in the city's governance
structure through the appointment of the EM, Fitch does not view
this change as a concern at this time.

RATING SENSITIVITIES

IMPAIRMENT OF BONDHOLDERS: Fitch would likely view the court's
confirmation of the POA as filed on May 5,2014 as a distressed
debt exchange leading to a ratings downgrade to as low as 'D'.  In
any event, no such rating action will be taken prior to resolution
of significant objections filed by bondholders and other
creditors.

WEAKENED FINANCIAL PROFILE: DWSD's inability to maintain at least
breakeven operations would likely result in a downgrade.

SUSTAINED RATE INCREASES AND IMPROVED COLLECTIONS: Management's
ability to consistently increase rates while improving residential
retail collections will be important in maintaining the rating.

CREDIT PROFILE

CHAPTER 9 LEGAL PROTECTIONS AND SEPARATION FROM CITY OPERATIONS

The ratings remain predicated on Fitch's view that there is
substantial protection provided to the DWSD's system debt as it
constitutes special revenue obligations under Chapter 9 of the
bankruptcy code.  The ratings also consider a separation of system
funds from other city funds as required under city charter and the
bond ordinance; billing and collection of rates and charges by
DWSD.  Relative autonomy by the department's governing structure
to oversee the affairs of the system without undue influence by
the city; and retention of surplus funds by the system.

DWSD is an enterprise fund of the city and therefore is not
entirely free from potential city influence.  Any actions taken
that directly or indirectly change this historical paradigm could
exert immediate and significant credit pressure on system bonds.

NEGATIVE WATCH MAINTAINED ON CITY'S PROPOSED POA

The Negative Rating Watch continues to reflect uncertainty
regarding potential event risks related to the EM's actions that
attempt to impair DWSD bondholders.  Fitch sees no apparent reason
for DWSD bondholders to accept any impairment (including voting
for the POA) given the very strong legal position of this debt
within Chapter 9 bankruptcy proceedings.  Should the POA be
confirmed as filed and thereby result in impairment to
bondholders, Fitch would likely view the action as a distressed
debt exchange leading to a ratings downgrade to as low as 'D'.  In
any event, no such rating action will be taken prior to resolution
of significant objections filed by bondholders and other
creditors.

The Fourth Amended POA proposes impairments to certain DWSD
bondholders depending on whether they choose to accept or vote
against the POA.  Bondholders voting against the POA would be
impaired as a result of receiving different interest coupons than
currently held, with such coupons virtually guaranteed to be lower
than the existing coupons.  Bondholders voting for the POA will
receive new existing rate (NER) DWSD bonds with coupons that are
the same as the existing bonds' coupons.  However, the NER DWSD
bond holders would be impaired relative to their current position
as the NER bonds will have no call protection as of the POA's
effective date.

Approximately $2.2 billion (or 42%) of combined water as sewer
bondholders are impaired under the POA.  While Fitch is unable to
determine the criteria used by the EM to select which CUSIPs
within Class 1A would be impaired, Fitch assumes that certain non-
callable or callable bonds with final maturities or call dates
after July 1, 2015 were selected to be impaired.

WEAK FINANCIALS AND UNCERTAINTY PERSIST

The system's fiscal 2013 audited results are currently unavailable
but are expected to be released by June 30, 2014.  The delay has
been largely due to issues relating to the city's bankruptcy
filing and the application of appropriate financial accounting and
related disclosures in this scenario.  DWSD recently disclosed
detailed draft copies of its fiscal 2013 financial statements.
The draft results reflect all-in sewer bond debt service coverage
(DSC, including senior, subordinate and junior lien state
revolving fund debt) at 0.97x as calculated by Fitch, well below
its original projection of 1.22x.  DSC for the water bonds was
slightly higher at 1.12x but also below prior expectations of
1.29x.

The decrease in DSC is primarily due to a decline in retail and
wholesale revenues.  The sewer system achieved actual debt service
coverage in excess of 1x for fiscal 2013 largely due to the bond
documents' exclusion from net revenues non-cash annual OPEB
accrued expenses (totaling $13.6 million).  This approach differs
from Fitch's calculation of DSC which incorporates financial
accruals.

Bond ordinance debt service coverage based on the unaudited
results for sewer was 1.03x and for water was 1.22x.  The system's
liquidity metrics are below average for unaudited fiscal 2013.
Days cash on hand was a relatively low 61 days for sewer and 167
days for water.

Significant delinquencies by city retail customers continue, with
approximately 73% of active billings at least 60 days delinquent
as of May 1.  However, management's efforts to implement more
timely water shut-offs over the last year (excluding winter
months) are expected to improve the systems' overall collection
rates in the near-term.

DWSD forecasts that fiscal 2014 revenues will be below budgeted
levels, again, due to lower system billings.  The DWSD's operating
expenses are estimated to be under budget as a result of attrition
and other non-personnel cuts.  Bond ordinance DSC for fiscal 2014
is projected to total 1.25x for sewer and 1.20x for water, which
are both below DWSD's Jan. 1, 2013 projections of 1.3x for each
system.

LOSS OF LARGEST WATER CUSTOMER INTERMEDIATE TERM PRESSURE

DWSD lost its second largest water wholesale customer on April 25,
when Flint started supplying and treating its own drinking water.
While Flint's water contract with DWSD expired on April 16, 2014,
the department had expected that Flint's actual departure from the
system would happen sometime over the next three to five years.

DWSD projects that it will lose a total of approximately
$2 million for the months of May and June (0.5% of total fiscal
2014 revenues) with Flint's departure. However, Genesee County,
which previously purchased its water from Flint, is currently
negotiating a full service contract with DWSD until the Karegnondi
Water Authority pipeline to Lake Huron is built (within three-to-
five years).  At that time, Genesee County expects to maintain a
standby emergency service contract with DWSD.

DWSD projects that revenues from Genesee County should total
approximately $12 million-$13 million for fiscal 2015; not enough
to offset the estimated $25 million loss from a full year without
Flint.  Beginning in fiscal 2016, the balance of uncovered Flint
costs is expected to be reallocated among remaining customers
pursuant to DWSD wholesale contracts.

SYSTEM LEVERAGE REMAINS HIGH

Fitch expects leverage for both systems to remain high for the
foreseeable future.  DWSD's sewer debt profile is relatively weak
with long-term debt per customer totaling a high $3,768 for sewer
and $2,079 for water.  Principal payout remains slow with only 28%
of sewer debt maturing in 10 years; 26% for water.

The systems' 2015-2019 capital improvement plans (CIP) total
approximately $505 million each for water and sewer.  Near-term
debt issuances totaling approximately $150 million for sewer is
expected in early fiscal 2015 with $155 million for water in
fiscal 2016.

BROAD SERVICE AREA ENHANCES SYSTEM STABILITY

The water system is a regional provider serving around 4.2 million
people or nearly 43% of Michigan's population, including the
city's population of over 700,000.  The system serves the city on
a retail basis and 124 communities through 84 wholesale contracts.
The service territory consists of an area of 138 square miles in
Detroit and 981 square miles in eight counties.

The sewer system is a regional provider serving around 2.8 million
people or nearly 30% of Michigan's population, including the city.
The system serves the city on a retail basis and 76 communities
through 22 wholesale contracts.  The service territory consists of
an area of 138 square miles in Detroit and 850 square miles in
three counties.

Population and customer growth for both systems have experienced
modest annual declines for a number of years.  Detroit's
population in particular has experienced continuous decline, but
suburban areas have picked up most of the migration.

CONSISTENT SYSTEM RATE INCREASES

The board has consistently raised rates to meet financial and
capital needs.  However, unfavorable operating conditions
(including very high delinquencies) and rising fixed costs have
muted the positive revenue impact.  For fiscal 2014, DWSD
implemented 4% increases on July 1, 2013 and has approved another
4% increase for fiscal 2015.  Annual increases of 4% are
preliminarily forecast for fiscals 2016-2019.


DETROIT, MI: Defends Pensioners' Better Plan Treatment
------------------------------------------------------
The City of Detroit, in a 256-page document filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, responded to the more than 600 objections to the
confirmation of the City's amended plan for the adjustment of
debts.

The City stated that the objections to the Plan generally strike
at the heart of the City's settlements -- the "grand bargain" that
provides for the donation of hundreds of millions of dollars to
the City's most vulnerable creditors while preserving a core
cultural asset for its residents and the surrounding communities.
While many objecting parties claim that the City unfairly
discriminates in favor of its pensioners at the expense of its
financial creditors, the City argued that this claim fails as the
Plan provides an augmented recovery for pensioners while
respecting the Bankruptcy Code's prohibition against grossly
disparate recoveries between creditor classes.

A full-text copy of the City's response to Plan confirmation
objections is available at http://is.gd/qIE5kg

In a separate filing with the court, the City said it will
complete document production on or before June 20.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


ECO BUILDING: Incurs $31.4 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $31.43 million on $285,520 of total revenue for the
three months ended March 31, 2014, as compared with a net loss of
$2.21 million on $1.71 million of total revenue for the same
period last year.

For the nine months ended March 31, 2014, the Company reported a
net loss of $35.75 million on $1.01 million of total revenue as
compared with a net loss of $11.04 million on $4.14 million of
total revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.71
million in total assets, $46.66 million in total liabilities and a
$43.95 million total stockholders' deficit.  On March 31, 2014,
the Company had $49,020 cash on hand.

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

                        http://goo.gl/7ZX9Po

                        About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Eco Building incurred a net loss of $24.59 million on $5.22
million of total revenue for the year ended June 30, 2013, as
compared with a net loss of $11.17 million on $3.72 million of
total revenue during the prior year.

Sam Kan & Company, in Alameda, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


ENERGY FUTURE: In Settlement Talks With Second-Lien Bondholders
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Energy Future Holdings Corp. is further extending
until June 11 the deadline for holders of second-lien debt issued
by Energy Future Intermediate Holding Co. to accept a settlement
where second-lien debtholders could receive about half of make-
whole.  According to Mr. Rochelle, Energy Future said it will
utilize the additional time for discussing with second-lien
creditors about the settlement and the noteholders' proposal for
alternative financing.

            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.


ESSAR STEEL: Moody's Places Caa1 Corp. Family Rating on Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for downgrade all
ratings of Essar Steel Algoma (ESA) including the Caa1 corporate
family rating, the Caa1-PD probability of default rating, B1
Senior Secured ABL/term loan rating, B3 senior secured rating, and
Caa2 senior unsecured rating. The speculative grade liquidity
rating is unchanged at SGL-4.

On Review for Downgrade:

Issuer: Essar Steel Algoma Inc.

Probability of Default Rating, Placed on Review for Downgrade,
currently Caa1-PD

Corporate Family Rating, Placed on Review for Downgrade,
currently Caa1

Senior Secured Bank Credit Facility Sep 20, 2014, Placed on
Review for Downgrade, currently B1

Senior Secured Regular Bond/Debenture Mar 15, 2015, Placed on
Review for Downgrade, currently B3

Senior Unsecured Regular Bond/Debenture Jun 15, 2015, Placed on
Review for Downgrade, currently Caa2

Outlook Actions:

Issuer: Essar Steel Algoma Inc.

Outlook, Changed To Rating Under Review From Negative

Ratings Rationale

The review is prompted by the significant debt maturities the
company faces between September 2014 and June 2015 (approximately
US$1.1 billion) and the announcement that ESA has appointed
Blackstone Advisory Partners to assist in evaluating financing
alternatives. The review also results from the continued very weak
operating performance of the company and its constrained liquidity
position.

The review will focus on how ESA intends to refinance its capital
structure and the time frame over which such a refinancing is
expected to be completed, the level of debt that will be in the
capital structure and the liquidity that will be provided. The
review will also consider the potential for an improved and
sustainable positive earnings performance now that the more
favorable iron ore contract has become effective, which should
result in a more competitive cost position, and the impact of the
severe winter weather across the Great Lakes is behind the
company.

The principal methodology used in the ratings was the Global Steel
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.

Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an
integrated steel producer. Approximately 80% to 85% of ESA's sales
are sheet products with plate products accounting for the balance.
For the 12 months ending December 31, 2013, ESA generated revenues
of C$1.8 billion.


EVERYWARE GLOBAL: Enters Into Forbearance Agreement with Lenders
----------------------------------------------------------------
EveryWare Global, Inc. on May 31 disclosed that it entered into a
Forbearance Agreement with the administrative agent and certain
other lenders under the Company's Term Loan Agreement.  In
addition, EveryWare entered into an amendment to the Company's
asset back loan ("ABL") agreement with the lenders under its ABL
facility.  The Company also announced it intends to partially
reopen its Monaca, Pennsylvania facility.

Sam Solomon, interim Chief Executive Officer of EveryWare, stated,
"We are pleased to reach these agreements with our lenders and to
reopen our Monaca facility.  We thank all our business partners
for their continued support."

The Forbearance Agreement provides that the lenders under the Term
Loan Agreement will forbear from exercising their rights and
remedies under the Term Loan Agreement with respect to the events
of default that occurred as a result of the Company's failure to
comply with the maximum consolidated leverage ratio covenant and
the minimum interest coverage ratio covenant for the fiscal
quarter ended March 31, 2014.  The period of forbearance is set to
expire at 5:00 p.m. (New York City time) on June 30, 2014, unless
terminated earlier pursuant to the terms of the Forbearance
Agreement.

In addition, the Company entered into an amendment to the
Company's ABL agreement.  Among other things, the ABL amendment
provided for a 0.50% per annum interest rate increase and extended
the temporary increase in the Company's available liquidity from
May 30, 2014 to the earlier of (i) June 30, 2014 and (ii) the date
on which the Forbearance Agreement terminates in accordance with
its terms.

Separately, the Company announced its intention to partially
reopen its Monaca, Pennsylvania facility.  As previously
disclosed, the Company temporarily shut down the Monaca facility
and its Lancaster, Ohio facility on May 15, 2014 as part of its
efforts to conserve cash and reduce glassware inventory.  The
Company currently intends to reopen three of the six production
lines at the Monaca facility on June 2, 2014 to support customer
orders.  The Company has not yet determined when it will reopen
the remaining production lines or when it will reopen its
Lancaster, Ohio facility.

The Company also announced the resignation of Barry L. Kasoff from
the Company's Board of Directors.  Mr. Kasoff will be replaced on
the audit committee by William Krueger, an existing member of the
Board of Directors.

Solomon added, "We would like to thank Barry for his valuable time
and contributions to the Company.  We wish him well in his future
endeavors."

                         About EveryWare

EveryWare -- http://www/investors.everywareglobal.com-- is a
global marketer of tabletop and food preparation products for the
consumer and foodservice markets, with operations in the United
States, Canada, Mexico, Latin America, Europe and Asia.  Its
global platform allows it to market and distribute internationally
its total portfolio of products, including bakeware, beverageware,
serveware, storageware, flatware, dinnerware, crystal, buffetware
and hollowware; premium spirit bottles; cookware; gadgets; candle
and floral glass containers; and other kitchen products, all under
a broad collection of widely-recognized brands. Driven by devotion
to design, EveryWare is recognized for providing quality tabletop
and kitchen solutions through its consumer, foodservice, specialty
and international channels.  EveryWare was formed through the
merger of Anchor Hocking, LLC and Oneida Ltd. in March of 2012.


FERRELLGAS PARTNERS: S&P Raises CCR to 'B+'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Ferrellgas Partners L.P. and its operating subsidiary
Ferrellgas L.P. to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised the rating on Ferrellgas Partners'
senior unsecured debt to 'B-' from 'CCC+' and raised the rating on
Ferrellgas L.P.'s senior unsecured debt to 'B+' from 'B'.  The '6'
recovery rating at the partnership and '4' recovery rating at
Ferrellgas L.P. remain unchanged.  As of Jan. 31, 2014, Ferrellgas
Partners had about $1.4 billion in balance-sheet debt.

"The upgrade on Ferrellgas reflects an improved credit profile, as
shown by stronger retail profit margins, record EBITDA levels,
lower financial leverage, and higher distribution coverage," said
Standard & Poor's credit analyst Mike Llanos.

S&P expects the partnership to continue acquiring retail propane
distributers in its operating territory to help offset customer
attrition and to acquire companies outside the propane sector to
offset seasonality in its cash flows.  The recent $125 million
acquisition of unrated Sable Environmental LLC demonstrates the
diversification strategy.  S&P expects the partnership to continue
funding its acquisitions in a balanced manner.

Standard & Poor's ratings on Ferrellgas Partners reflect the
partnership's "weak" business risk profile and "aggressive"
financial risk profile, as defined in S&P's criteria.  The
business risk assessment reflects S&P's view primarily of the
difficult industry conditions inherent to propane distribution.
Mild winter weather can severely affect the partnership's cash
flow generation potential.  There are also very low barriers to
entry, leading to a fiercely competitive industry structure.
Lastly, continuing customer conservation could erode propane
demand.  S&P assess the partnership's liquidity profile as
"adequate."

The stable outlook reflects S&P's view that Ferrellgas' credit
measures are improving, and it expects the partnership to achieve
a debt-to-EBITDA ratio between 4.75x and 5x and a distribution-
coverage ratio of about 1.2x in 2014.  S&P also expects the
partnership to continue pursuing tuck-in acquisitions in a
balanced manner to help offset customer conservation.

S&P do not expect to raise the ratings in the near term absent an
improvement in the business risk profile by diversifying its asset
base or if S&P expects adjusted debt to EBITDA of about 4x and the
distribution coverage ratio to be materially above 1x.

S&P could lower the rating if measures deteriorate such that the
total adjusted-debt-to-EBITDA approaches 6x, excluding peak
borrowings.  This could occur from a sharp drop in volumes and if
retail margins drop to the low-60 cent area.  S&P could also lower
the ratings if the partnership aggressively pursues an acquisition
that stretches its balance sheet as it seeks to diversify its cash
flow at a time of underperformance.


FIRST STREET: Ch.11 Trustee Taps RM Capital as Advisor
------------------------------------------------------
James S. Lowe II, the Chapter 11 Trustee of First Street Holdings
NV, LLC and its debtor-affiliates, sought and obtained permission
from the Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for
the Northern District of California to employ RM Capital
Management LLC as financial advisor, effective Apr. 11, 2013.

The Chapter 11 Trustee requires RM Capital to act as exclusive
advisor to the Debtors and in that regard to:

   (a) identify potential purchasers and to solicit offers;

   (b) assist the Debtors in reviewing and negotiating terms for
       the sale;

   (c) on behalf of the Debtors, coordinate the due diligence
       efforts of the purchasers; and

   (d) assist the Debtors in negotiation of the final terms of the
       sale and final documentation and closing.

Fees will be payable in full to RM Capital, in cash, simultaneous
to the initial closing of the transaction.  In the event any
portions of the fees are not paid at the initial closing of the
transaction they will become a priority lien on the Property.

    -- Fee for TMG Partners.  In the event the Property is sold to
       TMG Partners, for RM Capital's role in the transaction, the
       Debtors agrees to pay RM Capital an advisory fee of
       $150,000 (the "TMG Advisory Fee").

    -- Fee for Purchasers Procured by RM Capital.  In the event
       the Property is sold to a purchaser procured by RM Capital,
       the Debtors agrees to pay RM Capital an advisory fee equal
       to the following:

       * 0.35% of the aggregate gross proceeds of the purchase
         price of $150 million, inclusive of any amounts paid to
         Morgan Stanley Real Estate Fund (the "Advisory Fee"); and

       * 5.0% of any amounts paid in excess of $150 million (the
         "Incentive Advisory Fee").

    -- Fee for Purchasers Procured by Others. In the event the
       Property is sold to a purchaser procured by a party other
       than RM Capital, the Debtors agree to pay RM Capital an
       advisory fee equal to 0.25% of the aggregate gross proceeds
       of the purchase price, inclusive of any amounts paid to
       Morgan Stanley Real Estate Fund (the "Carveout Advisory
       Fee").  Notwithstanding anything else included herein, the
       Carveout Advisory Fee, if earned, shall not be less than
       $250,000.

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

Marc Sznajderman, co-managing partner of RM Capital, 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.

RM Capital can be reached at:

       Marc Sznajderman
       RM CAPITAL MANAGEMENT LLC
       437 Madison Avenue, 23rd Floor
       New York, NY 10022
       Tel: (212) 752-5385 x202
       Tel: (917) 922-9303
       E-mail: marc@rmcapgroup.com

                     About First Street Holdings NV

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

The cases are jointly administered under Lead Case No. 11-49300.

The Law Office of Julian Bach represents the Debtors as Chapter 11
counsel.  Robert G. Harris, Esq., and Wendy W. Smith, Esq., at
Binder & Malter, LLP represent the Debtors as Special Appellate
Counsel.  The Law Offices of Michael Brooks Carroll is special
litigation counsel for certain debtors in adversary proceeding and
related pending federal appeal.  Colliers Parrish International
Inc. serves as appraiser to value certain real properties and
other assets held by the Debtors.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.

James S. Lowe II has been appointed the Chapter 11 Trustee in the
Debtors' cases.


FRISCO TEXAS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Frisco Texas Investments, LLC
        34100 Skyway Drive
        Scappoose, OR 97056

Case No.: 14-41130

Chapter 11 Petition Date: May 29, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Frank J. Wright, Esq.
                  WRIGHT GINSBERG BRUSILOW P.C.
                  600 Signature Place
                  14755 Preston Road
                  Dallas, TX 75254
                  Tel: 972-788-1600
                  Email: bankruptcy@wgblawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Glen R. Gordon, manager.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-41130.pdf


FTE NETWORKS: CFO Theresa Carlise Resigns
-----------------------------------------
The Board of Directors of FTE Networks, Inc., formerly Beacon
Enterprise Solutions Group Inc., accepted the amicable resignation
of Theresa Carlise as chief financial officer, treasurer and
secretary and member of the Board of Directors of the Company and
all subsidiaries.  Ms. Carlise will remain with the Company under
the terms of her existing employment contract as a financial
advisor.

The Board of Directors has formed an interim office of CFO to be
managed by David Lethem, vice president of corporate compliance.
Ms. Carlise will remain as an employee of FTE Networks, as a
financial advisor, for the term of her employment agreement and
remain active with the Company working as a key liaison with
auditors and executives, helping to ensure a smooth leadership
transition and engaging in SEC Compliance activities.  The
Company's Board of Directors has commenced an executive search for
a new permanent CFO

"Ms. Carlise has been instrumental in getting FTE Networks to
where it is today," said Michael Palleschi, FTE's chief executive
officer.  "Since she began with Focus Venture Partners, Inc. in
2011, Theresa has done an outstanding job ensuring that the
financial systems and practices were second to none.  As FTE
continues to evolve, we will be consolidating all core functions
into the Naples, Florida office.  There is still a tremendous
amount of cleanup work to do with getting the company current on
its filings but we are committed to completing all of them as soon
as possible while executing on all of our initiatives.  With this,
both Theresa and the company agreed that it would be best for her
to focus primarily on the audits and filings ensuring completion
and compliance in a timely manner.  This move will bring us one
step closer to positioning the company as a leader in its field
and creating shareholder value."

                      About FTE Networks, Inc.

FTE Networks is a vertically integrated company with an
international footprint.  Since its inception, FTE Networks has
steadily advanced its management, operational and technical
capabilities to become a leading provider of services to the
telecommunications and wireless sector with a focus on turnkey
solutions.  FTE Networks provides a comprehensive array of
services centered on quality, efficiency and customer service.

Beacon Enterprise's balance sheet at June 30, 2012, showed $7.3
million in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, Beacon Enterprise
incurred a net loss of $5.9 million, which included a non-cash
impairment of intangible assets of $2.1 million and other non-cash
expenses aggregating $1.9 million.  Cash used in operations
amounted to $1.0 million for the nine months ended June 30, 2012.
As of June 30, 2012, the Company's accumulated deficit amounted to
$42.6 million, with cash and cash equivalents of $75,000 and a
working capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.

On Feb. 26, 2014, the board of directors of Beacon Enterprise
approved the merger of the Company with its wholly-owned
subsidiary, Beacon Merger Sub, Inc.  On March 13, 2014, the
Company and Merger Sub were merged, with the Company being the
surviving entity.


FULLER BRUSH: Court Approves Settlement With Joseph Grabowski
-------------------------------------------------------------
The U.S. Bankruptcy Court approves the motion set by
SierraConstellation Partners, as the Liquidating Trustee of The
Fuller Brush Company, Inc. and CPAC, Inc., which seeks an order
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, authorizing and approving a settlement of disputes
between the Liquidating Trustee and Joseph Grabowski upon the
terms set forth in a Preference Settlement Agreement dated March
6, 2014 between the parties.  The Court held that the relief
sought in the Motion is in the best interests of the Debtors,
their estates and all parties-in-interest.

                   About The Fuller Brush

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.  Fuller, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt.  Fuller said it will be business as usual
while undergoing Chapter 11 restructuring.  But it said that while
in reorganization, it intends to trim about half of the current
catalog of cleaning products.

Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million.

In October 2012, Innovative Livestock Services Inc. purchased
Fuller Brush's non-consumer business for $12 million cash.
Victory Park exchanged $5 million in secured debt for the Debtors'
consumer business.


GARLOCK SEALING: Responds to Bid to Adjourn Claims Bar Date
-----------------------------------------------------------
Heather Isringhausen Gvillo, writing for the Legal Newsline,
reported that Garlock Sealing Technologies responded to the motion
filed by the Official Committee of Asbestos Personal Injury
Claimants' seeking an adjournment of the Debtor's request for a
bar date for current settled asbestos claims, saying the Committee
is alone in its request.

According to the Legal Newsline, Garlock said all litigation
regarding disputed claims should play out at the same time as the
confirmation process rather than delaying the process as the
Committee requests.  The Future Claims Representative, Legal
Newsline related, sided with Garlock, asserting that a bar date
will provide certainty as to the pool of existing settled claims.

Law360 also reported that Garlock asked the North Carolina
bankruptcy judge to prevent it from being named as a co-defendant
in an ongoing asbestos lawsuit, calling it an "eleventh hour
attempt to mitigate litigation risk" by the primary defendant.
Law360 said John Crane Inc. had asked U.S. Bankruptcy Judge George
R. Hodges to lift a stay in Garlock's Chapter 11 case, so the
company could be named alongside the engineering technology
company and Smith's PLC subsidiary in the case filed by plaintiff
Richard Hogan.  Garlock, however, contends that lifting the stay
at this late stage would be grossly unfair and leave it little to
no time to develop a defense, Law360 related.

                      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: Lender Balks at Bid to Delay Plan Process
---------------------------------------------------------
Credit Agricole Corporate and Investment Bank, solely in its
capacity as agent and security trustee under the Loan Agreement
dated as of August 12, 2010, for a term loan facility of up to
$100 million, by and through its undersigned counsel, joins in
Genco Shipping & Trading Limited's "Objection to the Motion of the
Official Committee of Equity Security Holders to Adjourn the
Combined Hearing to Approve the Debtors' Disclosure Statement and
Confirm the Prepack Plan."

The Equity Committee seeks to delay confirmation of the Prepack
Plan for at least 45 days. Given the prepackaged nature of these
cases, Credit Agricole said, the Motion should be denied and
confirmation should proceed as scheduled and in accordance with
the milestones set forth in the Restructuring Support Agreement.

Credit Agricole points out that the terms of the consensual
restructuring of the Debtors pursuant to a prepackaged plan of
reorganization and memorialized in the Court-approved RSA were
heavily negotiated by the Debtors and their principal secured and
unsecured creditors before the Debtors commenced these cases.  The
Prepack Plan has the overwhelming support of the Debtors' key
creditor constituencies, as evidenced by (i) 100% of the lenders
under each of the Prepetition $100 Million Facility, Prepetition
$253 Million Facility and 2007 Credit Facility voting to accept
the Prepack Plan and (ii) approximately 82% of holders of
Convertible Notes executing the RSA and expected to vote to accept
the Prepack Plan.

Credit Agricole further notes that a critical component of the RSA
is a series of case milestones, which were approved by the Court
pursuant to the Order Granting the Motion for an order (a)
Authorizing the Assumption of the Restructuring Support Agreement,
(b) Approving Payment of the Termination Fee and (c) Granting
Related Relief.  These heavily negotiated milestones provide for
an expedited reorganization process to, among other things, limit
the potential deterioration in value of the collateral securing
the obligations under the Prepetition $100 Million Facility.  The
RSA requires that the order approving the Disclosure Statement and
confirming the Prepack Plan must be entered by June 5, 2014.  If
the Debtors cannot satisfy the milestones, the Required Supporting
Creditors may terminate their obligations under the RSA.  The
termination of the RSA as a result of the Debtors' failure to meet
the milestones will trigger an "Event of Default" under the final
order authorizing the Debtors' consensual use of cash collateral.
Upon an event of default, the parties that have consented to the
use of their cash collateral, including the Prepetition $100
Million Facility Agent, may revoke the Debtors' right to use such
cash collateral, which would negatively impact the Debtors'
ability to fund its operations during these chapter 11 cases.

According to Credit Agricole, the Equity Committee's requested
delay of the combined hearing to approve the Disclosure Statement
and Prepack Plan would undermine the benefits of having a
prepackaged chapter 11 case and risk further disruptions to the
Debtors' operations as further described in the Objection.

                   About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

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

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


GENCO SHIPPING: Wins Final Order to Use Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Genco Shipping & Trading Limited, et al., final authority
to use property constituting cash collateral and to grant adequate
protection on account of the Debtors' use of cash collateral and
any diminution in value of the prepetition secured parties'
interests in the collateral.

The Debtors, prior to the Petition Date, are indebted to several
parties through various financing packages, including: (i) the
2007 credit facility obligations in the principal amount of
$1,377,000,000; (i) the DB Term Loan Obligations in the principal
amount of $253,000,000; and (iii) the CA Term Loan Obligations in
the principal amount of $100,000,000.

The Cash Collateral will be used for working capital purpose,
other general corporate purposes of the Debtors, and the
satisfaction of the costs and expenses of administering the
Chapter 11 cases.

A full-text copy of the Final Cash Collateral Order with Budget
is available at:

                       http://is.gd/JvwdHX

                  About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

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

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


GLOBAL AVIATION: Gets Court Nod for $13-Mil. Unit Sale
------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Global Aviation Holdings Inc. to
sell its remaining operating line to Omni Air International Inc.

According to Law360, the deal could bring Global Aviation as much
as $13 million.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said the sale of Global Aviation's North American
Airlines assets to Omni Air is for installments totaling $11
million.  Law360 related that Judge Walrath overruled a limited
creditor objection, finding the deal merited approval based on
Global Aviation's submissions to the court and the lack of any
other opposition.

According to Mr. Rochelle, Global Aviation also got permission to
conduct several auctions for aircraft parts and other assets
Omni's not buying.  In addition, the bankruptcy judge is
permitting incentive bonuses totaling about $400,000 for rank-and-
file employees.

                   About Global Aviation Holdings

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

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

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

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

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

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

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

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


GENERAL MOTORS: Owners Lay Out More Details in Cobalt Switch Suit
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the complaint in a class lawsuit against General
Motors Co. doubled in length, this time including what the
plaintiffs' lawyer Jonathan Flaxer called "gut-churning details"
about the ignition-switch defect that GM failed to disclose for 13
years.

According to the report, the suit was filed April 21 in U.S.
Bankruptcy Court in Manhattan on behalf of owners of Chevy Cobalts
and Saturn Ions seeking economic damages resulting from defective
ignition switches.  The new complaint, 56 pages in length, alleges
that GM first discovered the defect in 2001 and when GM corrected
the problem in 2006, the automaker used the same part number to
avoid disclosing there was a defect, according to the complaint,
the report related.

The lawsuit by class plaintiffs in bankruptcy court is Groman v.
General Motors LLC (In re Motors Liquidation Corp.), 14-01929,
U.S. Bankruptcy Court, Southern District New York (Manhattan).

                       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.


GLOBAL GEOPHYSICAL: S&P Withdraws 'D' CCR on Approval of DIP Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'D'
corporate credit and senior unsecured debt ratings on Global
Geophysical Services Inc.  S&P contemplates that noteholders of
the company's senior unsecured debt could receive meaningful (50%
to 70%) recovery at emergence consistent with S&P's last recovery
rating of '3' on the debt.

Updates to S&P's recovery analysis reflect bankruptcy court
approval of the company's $151.8 million debtor-in-possession
(DIP) financing and S&P's review of the company's year-end
earnings filed with the SEC.

The $151.8 million DIP facility size reflects the initial $60
million DIP facility, which was sized to provide liquidity during
bankruptcy, and an incremental $91.88 million added as part of a
settlement agreement to refinance the company's prepetition senior
secured lender claims.

S&P will discontinue its surveillance following the withdrawal of
ratings.


GOLDEN LAND: Case Dismissal Hearing on June 17
----------------------------------------------
The Bankruptcy Court in Brooklyn, New York, directed Golden Land
LLC to show cause at a hearing on June 17, 2014, at 3:00 p.m. why
its Chapter 11 case should not be dismissed for failure to file a
mailing matrix with the Court pursuant to Local Bankruptcy Rule
1007-3(a)(i) and in accordance with the Court's Official Notice of
Deficient Filing.

Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014.
The Debtor estimated assets and debt of $10 million to $50
million.  Xiangan Gong, Esq., at Xiangan Gong serves as the
Debtor's counsel.  Judge Nancy Hershey Lord presides over the
case.


GRAY TELEVISION: S&P Affirms 'B+' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Atlanta, Ga.-based TV broadcaster Gray Television
Inc.  The outlook is stable.

At the same time, S&P assigned the $50 million senior secured
revolving credit facility due 2019 a 'BB' issue-level rating, with
a recovery rating of '1', indicating its expectation for very high
(90% to 100%) recovery of principal for debtholders in the event
of default.

In addition, S&P assigned the $500 million senior secured term
loan B due 2021 a 'BB' issue-level rating, with a recovery rating
of '1', indicating its expectation for very high (90% to 100%)
recovery of principal for debtholders in the event of default.

Lastly, S&P revised its recovery rating on the existing $675
million senior unsecured notes to '5', indicating its expectation
for modest (10% to 30%) recovery of principal, from '4' (30% to
50%).  S&P subsequently lowered its issue-level rating on this
debt to 'B' from 'B+'.

The rating actions reflect the higher proportion of senior secured
debt in the capital structure on a pro forma basis.  Gray is using
the proceeds of the debt issue to repay its existing $159 million
senior secured term loan B and to fund its pending acquisitions.

S&P views Gray's business risk profile as "fair" because of its
high news and overall audience ratings countered by the company's
modest scale and focus on small-to-midsize markets compared with
larger peers.  S&P assess Gray's financial risk profile as "highly
leveraged" because of its still-elevated debt leverage and its
modest discretionary cash flow. We expect that Gray will continue
to participate in the consolidation of the TV broadcasting
industry, but that it will maintain debt to average trailing-
eight-quarter EBITDA at less than 6x.

Gray is a midsize broadcaster focusing on smaller and midsize
markets with a large concentration in state capitals and college
affiliated cities.  Gray has a strong position in local news and
zhe highest overall audience ratings in most of its markets.  It
has good diversity of TV stations by geography and network
affiliation, and a sizable presence in key battleground swing
states, which results in significant political revenue in election
years.  This has allowed Gray to generate an average EBITDA margin
in the mid- to high-30% area, which compares favorably with its
rated peers.

The company's operational strengths are somewhat offset by its
lack of critical mass and its concentration in small to midsize
television markets that offer smaller pools of ad revenues than
larger markets.  In addition, the cyclical nature of television
advertising, the mature long-term growth prospects of television
broadcasting, and increasing competition for audience and
advertisers from traditional and nontraditional media limit upside
potential for Gray and other television station groups.  S&P views
the company's management and governance as "fair."

The Federal Communications Commission (FCC) is pursuing a number
of initiatives in 2014 that could have longer-term ratings
implications for TV broadcast operators.  This includes
clarification of TV ownership rules, revised rules governing
compensation to broadcasters for retransmission of their signals,
revised rules for shared services (joint service agreements and
shared service agreements) with non-owned stations, and the rules
for the broadcast incentive spectrum auction that S&P expects to
occur in 2015.  In addition, on April 22, the Supreme Court heard
oral arguments in the case of Aereo Inc. versus the TV
broadcasters and networks. A ruling in Aereo's favor could
fundamentally alter the U.S. TV broadcast business. Aereo operates
a subscription-based business rebroadcasting local TV signals, but
without compensating the local TV stations.  Finally, the U.S.
Congress has expressed a desire to modernize the nation's
communications and copyright laws.  Broadly, S&P believes the
regulatory changes proposed by the FCC could lower revenues
somewhat and modestly depress EBITDA margins over time.

S&P estimates Gray's exposure to be minimal.  Pro forma for its
pending acquisitions, the company will have four shared services
agreements (SSA) in its 42 markets, representing less than 5% of
revenue.  New FCC rules may require that some of these agreements
be unwound, which could modestly affect revenue and profitability.
While S&P believes the impact on ratings for the TV broadcasters
over the next few years will be neutral, the regulatory
restrictions could, over the longer term, create rating pressure
for overleveraged companies, and temper ratings upside for those
with healthier balance sheets.

"Our expectation is that Gray's pro forma debt to average
trailing-eight-quarter EBITDA will be in the low-6x area, in line
with Standard & Poor's financial risk indicative ratio of greater
than 5x for a "highly leveraged" financial risk profile.  We
expect trailing-eight-quarter leverage to remain at about 6x
throughout 2014 and to begin to decline to the mid-5x area by the
end of 2015 as a result of EBITDA growth and some debt repayment.
We expect discretionary cash flow of about 10% of debt in 2014,
resulting from significantly higher political ad revenue and
higher retransmission revenue, falling to about 5% in 2015, a
nonelection year," S&P said.


GSE ENVIRONMENTAL: Panel Seeks Continuation of Disclosures Hearing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware scheduled a
June 2, 2014 hearing on the motion filed by the Official Committee
of Unsecured Creditors appointed in the Chapter 11 cases of GSE
Environmental, Inc., et al., to continue a hearing on the Debtors'
motion for entry of an order approving the Disclosure Statement.
The Committee said it seeks a continuance of the Hearing because
the Disclosure Statement contains no meaningful information
regarding the amount of Class 4 or Class 5 unsecured claims or the
unencumbered property available for distribution on those claims.

The committee, according to Bill Rochelle, the bankruptcy
columnist for Bloomberg News, said the disclosure contains only
"generalities bereft of any factual support."  The committee has
asked the Court to analyze the value of the company's "substantial
unencumbered interest" in its foreign affiliates, Mr. Rochelle
said.

The Court, at the behest of the Debtors, set Oct. 21 as the
deadline for all entities, including governmental units, holding
claims that arose prior to the Petition Date to file proofs of
those claims.  The Debtors were also given final authority to
implemental procedures for the transfers of, or declarations of
worthlessness with respect to, equity securities.

                     About GSE Environmental

GSE Environmental -- http://www.gseworld.com-- is a global
manufacturer and marketer of geosynthetic lining solutions,
products and services used in the containment and management of
solids, liquids and gases for organizations engaged in waste
management, mining, water, wastewater and aquaculture.
Headquartered in Houston, Texas, USA, GSE maintains sales offices
throughout the world and manufacturing facilities in the US,
Chile, Germany, Thailand, China and Egypt.

GSE Environmental, Inc. and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on
May 4, 2014 as part of a restructuring support agreement with
their lenders.  The Debtors are seeking joint administration of
their Chapter 11 cases.

GSE announced an agreement with its lenders to restructure its
balance sheet by converting all of its outstanding first lien debt
to equity, leaving the Company well-positioned for long-term
growth and profitability.

The Company has tapped Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC,
as restructuring advisor, and Moelis & Company, as financial
advisor.  The first lien lenders are represented by Wachtell,
Lipton, Rosen & Katz.  Prime Clerk is the Debtors' claims agent.

Cantor Fitzgerald Securities as agent for a consortium of DIP
lenders is represented by Nathan Z. Plotkin, Esq., at Shipman &
Goodwin LLP, in Hartford, Connecticut.  The DIP Lenders are
represented by Scott K. Charles, Esq., Emily D. Johnson, Esq., and
and Neil K. Chatani, Esq., at Wachtell, Lipton, Rosen & Katz, in
New York.  The local Delaware counsel to the DIP Lenders and the
DIP Agent is Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.

GSE Environmental's non-U.S. subsidiaries are not included in the
U.S. Chapter 11 filings and will continue to operate in the
ordinary course without interruption.


GSE ENVIRONMENTAL: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Houston-based GSE Environmental Inc., including the 'D' corporate
credit rating.


HILLMAN GROUP: Moody's Assigns B3 CFR, Rates $610MM Sr. Debt 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3-PD probability of default rating to The Hillman Group
Inc. (NEW) ("Hillman"), a B1 rating to the company's proposed $610
million first lien senior secured term loan B due 2021, a B1
rating to $70 million first lien senior secured revolving credit
facility due 2019, and a Caa2 rating to $270 million senior
unsecured notes due 2022. The rating outlook is stable.

Hillman is being acquired by CCMP Capital Advisors from its
current owners Oak Hill Capital Partners (which will maintain a
minority interest ownership) in a transaction valued at $1.475
billion. The acquisition will be financed with a $610 million
first lien senior secured term loan B due 2021, a $70 million
first lien senior secured revolving credit facility due 2019, $270
million senior unsecured notes due 2022, and $439 million of new
equity from CCMP. Oak Hill Capital Partners and management will
roll over $106 million of the existing equity, and the existing
$105 junior subordinated notes due 2027 (issued by Hillman Group
Capital Trust) will stay in place. Subject to regulatory
approvals, the transaction is expected to close during the second
or third calendar quarter of 2014.

The proceeds of the financing will be used to repay the company's
existing debt, including the outstanding $384 million senior
secured term loan due 2017 (rated Ba3), $30 million senior secured
revolving credit facility due 2017 (rated Ba3), and $265 million
of senior unsecured notes due 2018 (rated B3). The ratings on
these instruments will be withdrawn upon repayment.

The acquisition and the proposed financing will cause Hillman's
absolute debt level to rise by $240 million and pro forma leverage
to increase to about 8.6x debt-to-EBITDA (Moody's adjusted) from
6.7x at March 31, 2014. Given this high debt load, other key
credit metrics, namely, adjusted free cash flow to debt, which is
currently weak at around 1%, will weaken further. The high
leverage profile leaves the company with very little financial
flexibility and exposes it to vulnerability in an event of any end
market weakness or delays in achieving acquisition-related
synergies. According to Moody's Analyst Natalia Gluschuk, "the
significant increase in leverage reflects Hillman's aggressive
financial policies, particularly in light of its acquisitive
nature. The company has made 10 acquisitions since 2000."

The following rating actions have been taken:

Issuer: The Hillman Group Inc. (NEW):

- Corporate family rating, assigned B3;

- Probability of default rating, assigned B3-PD;

- $610 million first lien senior secured term loan B due 2021,
assigned B1 (LGD3, 30%);

- $70 million first lien senior secured revolving credit facility
due 2019, assigned B1 (LGD3, 30%);

- $270 million of senior unsecured notes due 2022, assigned Caa2
(LGD5, 80%);

- Speculative grade liquidity rating, assigned SGL-3;

- Stable outlook.

LGD point estimates are subject to change and all ratings are
subject to the execution of the transaction as currently proposed
and Moody's review of final documentation.

Ratings Rationale

Hillman's B3 corporate family rating reflects its very high debt
leverage, aggressive financial policies and a debt-funded
acquisition strategy that leaves limited free cash flow available
for debt reduction. The rating also considers Hillman's modest
scale, private equity ownership and potential shareholder-friendly
activities that could be detrimental to lenders. At the same time,
the ratings are supported by the company's track record of
successfully integrating acquisitions and modest deleveraging
through EBITDA growth. In addition, the rating recognizes the
stable demand for Hillman's products as a result of their
replenishment nature and low price points, and thus stable
revenues and operating margins, as well as the company's long-
standing relationships with well-recognized retailers.

The B1 rating on first lien senior secured term loan and revolving
credit facility benefits from junior capital provided by both the
senior unsecured notes (rated Caa2) and the trust preferred junior
debentures due 2027 (unrated). The trust preferred securities
provide cushion for the notes, but bondholders lack security in
the company's assets and therefore rank behind the bank lenders.

Hillman's adequate liquidity position is reflected in its SGL-3
speculative grade liquidity rating, supported by an increased
capacity under the revolving credit facility of $70 million,
extended debt maturity profile, and lack of financial maintenance
covenants unless the facility is utilized. However, liquidity is
constrained by capital expenditures and resulting low free cash
flows, which may turn negative during working capital intensive
quarters. Additionally, given the company's growth strategy, in
Moody's view free cash flow is likely to be utilized for
acquisitions or organic growth initiatives rather than for debt
reduction.

The stable outlook reflects Moody's expectations that the company
will demonstrate modest organic revenue and earnings growth,
maintain stable operating margins, and accomplish deleveraging
through EBITDA growth, while maintaining adequate liquidity.

Downward rating pressure may occur if the company's adjusted debt-
to-EBITDA is sustained above 8.0x, if adjusted EBITA to interest
expense were to decline below 1.0x, if operating margins were to
weaken, or if negative free cash flows were to persist.
Additionally, a liquidity deterioration or a material debt-
financed acquisition would also pressure the ratings.

Given the company's highly leveraged capital structure, an upgrade
is unlikely in the foreseeable future. However, a commitment to a
more conservative financial policy, including equity funding of
acquisitions or material debt reduction, accompanied by
strengthened liquidity, could result in upward rating pressure.
Quantitatively, an upgrade would require adjusted debt-to-EBITDA
to be sustained below 7.0x, EBITA to interest coverage above 2.0x,
and free cash flow to debt to increase to 5%.

The Hillman Group, Inc., headquartered in Cincinnati, OH, is a
product and services provider in the hardware and home improvement
industry. The company sells hardware including fasteners, rods,
keys, tags and signs to retailers in the North and South Americas
as well as in Australia, and provides related services including
installing and maintaining key duplication and engraving machines.
In the last twelve months ended March 31, 2014, Hillman generated
approximately $713 million in revenues.

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


JACOBY & MEYERS: Bankruptcy to Proceed in New York Court
--------------------------------------------------------
Law360 reported that a New York bankruptcy judge rejected Jacoby &
Meyers Bankruptcy LLP's bid to dismiss creditors' involuntary
Chapter 7 petition and decided to keep the case in New York
instead of moving it to Illinois.

According to the report, the collapsed consumer bankruptcy firm
had tried to dismiss the case, saying that allegations by
creditors in New York were improperly filed as the firm did most
of its business in Chicago. However, it failed to convince U.S.
Bankruptcy Judge Shelley Chapman.

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.


JAMES RIVER: Finds Buyers for Idled Mining Complex
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that James River Coal Co., the Richmond, Virginia-based
miner, is selling its idled McCoy Elkhorn complex to Opes
Resources Inc. and Marshall Resources Inc.

According to the report, the proposed buyers will each buy
discrete units of the mining complex for $3.1 million and $445,000
in cash, respectively, plus the assumption of liabilities.  If no
better offers come in by May 30 and the bankruptcy judge in
Richmond approves at a June 4 hearing, the report related.

The $47.3 million in 4.5 percent senior unsecured convertible
notes due 2015 last traded on May 9 for 4.25 cents on the dollar,
the Bloomberg report said, citing Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The $270
million in 7.875 percent senior unsecured notes due 2019 went for
10.25 cents on the dollar at 11:02 a.m. on May 27, Bloomberg
further cited Trace.

In a separate report, Bloomberg said James River has asked the
bankruptcy court to approve incentive, retention and severance
programs, which propose to pay a nine-member group of senior
managers and mine operations heads aggregate payments of $890,000
to $2.7 million based on threshold value targets achieved through
a sale, a Chapter 11 reorganization or both.  Also up for approval
are retention payments, not to exceed about $1.4 million in total,
to 39 lower-level employees "vital to the company's businesses and
restructuring," the report related.

                        About James River

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

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

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

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

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

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


LAUREATE EDUCATION: Moody's Affirms "B2" CFR; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook for
Laureate Education, Inc. to negative from stable, and has affirmed
the company's B2 Corporate Family Rating ("CFR"), as well as the
Caa1 rating on Laureate's senior unsecure notes. At the same time,
Moody's has lowered the rating of Laureate's senior secured bank
credit facilities, to B2 from B1. The outlook has been changed to
negative to reflect the recent elevation in leverage due to debt-
financed acquisitions, along with Moody's concerns that
contributions from these investments will not be sufficient to
return credit metrics to levels supportive of a B2 rating over the
near term.

Downgrades:

Issuer: Laureate Education, Inc.

Senior Secured Bank Credit Facility Jun 16, 2016, Downgraded to
B2 (LGD4, 50 %) from B1 (LGD3, 42 %)

Senior Secured Bank Credit Facility Jun 16, 2018, Downgraded to
B2 (LGD4, 50 %) from B1 (LGD3, 42 %)

Outlook Actions:

Issuer: Laureate Education, Inc.

Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Laureate Education, Inc.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Unsecured Regular Bond/Debenture Sep 1, 2019, Affirmed
Caa1

Ratings Rationale

The change in ratings outlook reflects Moody's concerns that
Laureate's leverage, which has increased with rising debt levels
associated with acquisitions, will remain elevated over the next
12 months as the company continues to grow. Laureate has a history
of using incremental debt to fund investments (acquisitions and
capital spending) intended to expand its service offering in the
for-profit post-secondary education sector, and Moody's expects
that the company will continue to pursue this strategy going
forward. Typically, operating results contributed by acquired
entities have been adequate to prevent leverage from exceeding
levels expected for the company's B2 CFR. However, the company's
current pace of investment has resulted in leverage that is now
quite high for the B2 rating, and Moody's believes that the
company will be challenged to restore lower leverage over the near
term.

In FYE December 31, 2013, the company invested approximately $700
million in acquisitions and CAPEX, which is well above recent
historical averages. Taking into account its most recent debt-
financed purchase -- the pending acquisition of FMU Brazil for
approximately $500 million, which is expected to close within the
next two months -- Laureate's debt (including Moody's standard
adjustments) now stands at approximately $6 billion, which
represents 140% of LTM March 2014 revenue (including
acquisitions), and an 80% increase in debt over the past five
years. Moody's estimates pro forma Debt to EBITDA at approximately
6.6 times, which is higher than typical for a B2 rated company.
Other credit metrics are similarly weak for the rating. Pro forma
EBITA to Interest is estimated at nearly 1 time, while Retained
Cash Flow to Debt is below 10%. Although the company has a history
of generating earnings from growth investments to stabilize and
modestly reduce leverage, Moody's believes that the company will
be challenged to reduce leverage materially over the near term due
to the scale of current growth plans and risks inherent in the
company's wide range of operations, internationally. Moreover,
because of the company's global breadth, Laureate's earnings are
subject to substantial foreign exchange exposure.

However, the rating is supported by the company's prominent market
position in the international for-profit, post-secondary education
space, solid enrollment growth supported by the breadth of its
presence in multiple geographies, favorable industry fundamentals,
and expectation for positive GDP growth in most of the countries
in which it operates, which should support positive enrollment
trends. In addition, because the company operates primarily
outside of the US, it does not face the same regulatory pressures
relating to Title IV funding that negatively affects many US-based
for-profit education providers.

The ratings on Laureate's senior secured credit facilities were
lowered in consideration of the increasing proportion of total
liabilities represented by this class of debt. In particular, the
company has increased borrowings under its term loan facility over
the past few years to fund acquisitions and investments to support
growth, as well as to reduce interest expense by replacing
expensive junior debt. This implies a lower recovery for these
facilities in the event of default per Moody's Loss Given Default
methodology, to levels that no longer support a one-notch uplift
over the CFR.

Moody's assesses Laureate's liquidity condition as adequate. The
company carries substantial cash balances ($427 million as of
March 31, 2014), although only $50 million is held in the US. The
current US balances reflect seasonal working capital swings, and
are expected to increase over the course of the year, approaching
levels reported at year-end 2013 (approximately $200 million).
Because of high levels of investments, free cash flow is expected
to be substantially negative through 2014, as it was in 2013,
offsetting substantial cash reserves. Moody's notes that to some
extent the company can rely on the sale of unencumbered assets,
such as real estate, as an alternative source of liquidity that
mitigates the substantially negative free cash flow. Laureate
maintains a $350 million revolving credit facility that expires in
2016. However, with the significant portion of this facility drawn
as of March 31, 2014, only approximately $166 million is available
to the company as a secondary source of liquidity.

The ratings could be lowered if the company experienced a
weakening in enrollments, or if the company cannot successfully
implement integration plans under its current growth strategy,
precluding the ability to generate increasing earnings that will
help towards deleveraging. Specifically, a downgrade could be
warranted if Debt to EBITDA remains above 6 times for a prolonged
period, EBITA to Interest remains at approximately 1 time, or if
liquidity deteriorates.

Ratings could be raised if the company's earnings and cash
generated from operations allow for substantial debt reduction and
improvement in liquidity. Credit metrics sustained at the
following levels would support higher rating consideration: Debt
to EBITDA below 5 times, EBITA to Interest in excess of 2 times,
and Retained Cash Flow to Debt of above 12%.

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.

Laureate is based in Baltimore, Maryland, and operates a leading
international network of accredited campus-based and online
universities with 81 institutions in 29 countries, offering
academic programs to approximately 850,000 students through over
200 campuses and online delivery. Laureate had revenues of
approximately $4 billion for the LTM period ended March 31, 2014.


MAHALO ENERGY: Directors Get Claims Pared in Debt-Shifting Suit
---------------------------------------------------------------
Law360 reported that an Oklahoma federal judge partially dismissed
a suit against officers and directors of Mahalo Energy Ltd.,
saying the company's creditors could not hold them liable for
misleading investors about massive debt that eventually led to its
American subsidiary's collapse.

According to the report, U.S. District Judge Gregory K. Frizzell
tossed breach of fiduciary duty claims filed by P. David Newsome
Jr., a trustee appointed to oversee Mahalo's estate after it
entered bankruptcy in 2009, because the officers and directors'
positions granted them a duty over the Canada-based company.

                   About Mahalo Energy (USA) Inc.

Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and
60,000 acres of gas-bearing shale formations.  Tulsa, Oklahoma-
based Mahalo Energy filed for Chapter 11 protection (Bankr.
E.D. Okla. Case No. 09-80795) on May 21, 2009.  The Debtor sought
bankruptcy protection following a default in its secured debt,
resulting from increasing commodity prices and failure to meet
targets to overall production levels.

The Debtor tapped Stephen W. Elliott, Esq., at Kline, Kline,
Elliot & Bryant, PC, as counsel.  The Debtor estimated $10 million
to $50 million in assets and $100 million to $500 million in debts
as of the bankruptcy filing.


MOUNTAIN CHINA: Reports 2014 First Quarter Financial Results
------------------------------------------------------------
Mountain China Resorts (Holding) Limited reported a 37% growth in
revenue in the first quarter of 2014 compared to 2013.  For the
quarter ended March 31, 2014, the Company generated revenues from
resort operations of C$7.17 million and a net loss of C$3.02
million or $0.01 per share compared to revenue of C$5.25 million
and a net loss of $3.39 million or $0.01 per share in 2013.  Total
revenue and the net results were from resort operations with no
real estate sales revenue during the quarter ended March 31, 2014.
Resort Operations EBITDA for 2014 first quarter was C$2.79 million
compared to C$1.66 million last year.

Resort operations expenses totaled C$4.38 million for the first
quarter of 2014 compared to C$3.57 million in 2013.  The increase
is proportionate to the growth in revenue.  Operations expenses
within the resorts are mainly attributable to snow making,
grooming, staffing, fuel and utilities, which also include the G&A
expenses relating to the resort's senior management, marketing and
sales, information technology, insurance and accounting.

Other income totaled C$0.24 million (2013:0.19 million), which
mainly consists of income recognized from the deposit by Club Med
of C$0.09 million (2013 - C$0.08 million).

Corporate general and administrative expenses ("G&A expenses")
totaled C$0.24 million for the quarter ended March 31, 2014
compared to $0.22 million in 2013.  This amount mainly comprised
executive employee costs, public company costs, and corporate
information technology costs.

Depreciation and amortization expense from continuing operations
totaled C$3.02 million for the quarter ended March 31, 2014
compared to C$3.39 million in 2013.

The Company incurred financing cost of C$1.69 million during the
quarter ended March 31, 2014 compared to C$1.94 million in 2013.
Financing costs mainly related to the loan interests, accretion
expenses of convertible bonds, and also included bank
administrative fee and service charge.  The decrease in interest
expense in 2014 was due to (i) accretion costs of convertible
bonds decreased as the three convertible bonds matured during the
year ended December 31, 2013 and 2012. (ii) repayment of C$3.02
million (RMB 17 million) of Harbin Commercial Bank Loan in 2013
and first quarter of 2014.

Cash and cash equivalents totaled C$6.95 million and working
capital deficiency was C$96.33 million as of March 31, 2014.

                        Sun Mountain Yabuli

The Company's 2012 to 2013 Sun Mountain Yabuli Resort winter
season operations commenced on Nov. 24, 2012 and closed on March
24, 2013.  In comparison, the 2013-2014 winter season operations
commenced on Nov. 29, 2013 and closed on March 23, 2014.  The
revenue of Sun Mountain Yabuli Resort operation comprises mainly
by mountain operation, beverage, skiing-related services and hotel
lodging.  Skiing-related services includes rental of ski
equipment, goggles, lockers, gloves, etc, sales of ski equipment
and skiing training services offered in the ski school.  It also
includes the mountain operation which is using the facilities
built in the mountain, such as sight-seeing trams, snow tubing and
alpine.

The Company reported a 37% growth in revenue in the first quarter
of 2014 compared to 2013.  While ClubMed changed its sales
strategy to focus on domestic market in China in 2013-2014 winter
season, management also has been seeking to improve continuously
the service quality as well.  In February 2014, the Spring
Festival vacations boosted sales in China, and total revenue made
in the first quarter reached C$7.17 million compared to
C$5.25 million in 2013.  Management provides a more detailed
analysis on revenue and future prospects in its 2014 Interim
Management Discussion and Analysis.


                  Sun Mountain Yabuli Development

By the end of Fiscal 2010, the Company had finished working on the
exterior decoration of the 55 villas of which three were completed
with interior finishing.  At this time of the reporting date,
certain construction is still needed on the exterior grounds to
complete lighting, roads and utility connections.  The Company had
not been successful in selling any of the villas.  Management is
of the opinion that in order to complete sales, it is necessary to
first complete the exterior construction.  Management estimated
these additional construction costs to be at least $4.50 million.

In 2013, general political environment further affected tourism
related real estate industry negatively.  A few other similar
projects in ski resort areas in China started marketing and the
outcome were quite frustrating.  Those projects include Qingyun
Town in the Yabuli region, and real estate projects of Changbai
Mountain.  As of Dec. 31, 2013, management was of the opinion
that, even with additional costs to be invested to get the villas
ready for sale, it is unlikely that the benefit will exceed the
cost at this time.  Therefore no further investment was made in
2013, and management did not expect any investment to be made in
the near future.  Judging from the current economic environment,
management's opinion is that there is very limited recoverable
amount associated with the villas at the moment, and an impairment
of C$22.80 million was provided and reduced the carrying value of
properties under construction to C$1 as of December 31, 2013.  As
at March 31, 2014, the book value of properties under construction
was still C$1.

Despite of the current difficulty, the Company does have
confidence with its first of a kind skiing in and skiing out
villas in China.  And the Company will be reasonably flexible with
its pricing when the market shows sign of a turn around.  No other
detail milestones for the above matter are available from the
Company as the related government policies are set to be temporary
but with durations undetermined.

                        Financial Highlights

The Company has an accumulated deficit, a working capital
deficiency and has defaulted on a bank loan, which casts
substantial doubt on the Company's ability to continue as a going
concern.  The Company's ability to meet its obligations as they
fall due and to continue to operate as a going concern is
dependent on further financing and ultimately, the attainment of
profitable operations.  These consolidated financial statements do
not include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern.  Management of the
Company plans to fund its future operation by obtaining additional
financing through loans and private placements and through the
sale of the properties held for sale.  However, there is no
assurance that the Company will be able to obtain additional
financing or sell the properties held for sale.

Despite of the financial difficulty posed by the overdue debts and
continued loss, management is confident in the development of both
the industry and the Company in the near future.  The government
of Heilongjiang Province had demonstrated strong incentive to
support the skiing industry and the Company by increasing local
infrastructure investment and providing potential bank loan
interest subsidy scheme.  Revenue from Club Med in winter season
had been growing steadily, and the Company will be the official
partner and playing field of 2016 World Championships of
Snowboarding.  Management is also working on various means to
attract new investment into the Company to complete the
construction of villas and improve the capital structure of the
Company.

                 2014 Major Corporate Developments

Resort Revenue increased by 37% in the first quarter of 2014
compared to 2013

The 2013-2014 winter season operations commenced on Nov. 29, 2013
and closed on March 23, 2014 (115 days in total).  The 2012-2013
winter season operations commenced on Nov. 30, 2012 and closed on
March 14, 2013 (105 days in total).  Despite of the unfavorable
social and political atmosphere in China to reduce spending on
business receptions and entertainment, the Company is pleased to
report a significant 37% growth in revenue compared to last year.
While ClubMed changed its sales strategy to focus on domestic
market in China in 2013-2014 winter season, management also has
been seeking to improve continuously the service quality as well.
In February 2014, the Spring Festival vacations boosted sales in
China, and total revenue made in the first quarter reached
C$7.17 million compared to C$5.25 million in 2013.

The Company will carry out its third summer operations starting
from June 28, 2014, for a duration of approximately two months.
Management is confident in its effort to continue growth by
keeping up the service standards and providing more entertaining
recreational activities in the summer of 2014.

               China Construction Bank Loan Defaults

In March, 2014 the Company defaulted on its fourth principal
payment of C$8.89 million (RMB50 million) under its C$44.45
million (RMB 250 million) loan agreement with the China
Construction Bank.  According to the Loan Agreement between Yabuli
and Construction Bank, Construction Bank has the right to
accelerate Yabuli's obligation to repay the entire unpaid
principal plus interest immediately and to take legal actions to
enforce on the security.  The Company received a statement of
claim demanding repayment in June 2013.  As of March 31, 2014, the
principal and interest owing was C$48.36 million, and the
collaterals associated with the loan agreement are made up of the
Company's land use rights and property and equipment with a
carrying value of approximately C$56.14 million.  The outcome of
this lawsuit cannot be accurately estimated at the time.  The
Company has been negotiating with the bank to arrange for a debt
restructuring plan, and as of the reporting date, no consensus has
been arrived yet.  Although the bank informally expressed their
intention to maintain normal operations of the Company, there is
no assurance that they will not take further actions in the
future.


                    Harbin Commercial Bank Loan

On Feb. 14, 2012, the Company secured a bank loan for the amount
of C$24,892 (RMB140 million) from Harbin Commercial Bank.

In order to improve the capital structure, management of the
Company negotiated with the bank to extend the repayment schedule.
In August 2013, the Company was notified by Harbin Commercial Bank
that the bank had approved to extend the repayment schedule from
three years to ten years.  According to the new arrangement the
loan will mature in December 2022.  The first installment of $527
(RMB3 million) was repayable in August 2013, and thereafter the
Company will need to repay C$2,489 (RMB14 million) each year for
eight consecutive years (RMB0.2 million in December and 13.8
million in February), and C$4,445 (RMB25 million) in the final
year (RMB0.4 million in December and 24.6 million in February).
On February 28th, 2014, the company made payment of C$2,454
(RMB13.8 million) as the third installment.


                        Debt Restructuring

On Feb. 8, 2012, the Company entered into a Debt Settlement
Agreement with Melco Leisure and Entertainment Group Limited for
the settlement of a loan in the principal of US$12 million and a
loan in the principal of US$11 million made by Melco to the
Company and MCRI.  MCR Loan and MCRI loan were borrowed in 2008.
On May 29, 2012, the Company and Melco entered into Amended and
Restated Debt Settlement Agreement to clarify details of the loan
settlement mechanism and procedures to implement the settlement of
the Melco Loans.  On July 10, 2012, during the Company's Annual
General Meeting, the Company obtained Shareholder Approval on the
Agreement.  The transactions contemplated under the Agreement have
been approved by the TSX Venture Exchange.

Detailed settlement arrangement can be found in Note 14 of 2013
Annual Consolidated Financial Statements.  Settlement procedures
were started in the second quarter of 2013, and the Company paid
US$3.01 million (US$2.5 million of loan principal and US$0.51
million of interest) to MLE on May 31, 2013 as a partial
fulfilment to its cash repayment obligation specified in the
Agreement.  The Company also filed for issuance of 20,600,000 (the
"Issuance I") and 19,444,444 (the "Issuance II") common shares to
its subsidiary MCRI on July 2, 2013 and July 23, 2013
respectively.  Subject to the Agreement, the 20,600,000 shares
issued in Issuance I are proposed to be transferred to MLE for
full satisfaction of the MCRI Loan with the new principal amount
of US$14.9 million.  According to the Company's initial contact
with MLE, the US$3.5 million Principal would be settled by
conversion into 19,444,444 shares.  Issuance II was then made for
the purpose of settlement. However, after a series of negotiation,
it is probable that management of MLE will choose to take up to
the maximum of five villas on the basis of US$0.7 million per
villa as part of the settlement.  Therefore, it is probable that
the Issuance II will be later canceled accordingly.  Furthermore,
there is discrepancy in calculation of number of shares in
relation to the Issuance II. As of the reporting date, the Company
is still in negotiation with MLE on the details of the settlement.

                         Changchun Resort

On November 17, 2010, the Company announced its updates with
respect to certain developments that have taken place with respect
to its Changchun Resort.  The government of Erdao district of
Changchun city in the Jilin province of the People's Republic of
China (the "Erdao Government") holds the view that the Changchun
Resort, is still owned by the government and it may, through
Changchun Lianhua Mountain Agricultural Project Development
Company Limited ("CCL Agricultural"), manage the same to the
Company's exclusion.  Because of CCL Agricultural's and the Erdao
Government's action, the Company has been deprived of management
of the Changchun Resort.  The Company engaged in discussions with
the Erdao Government, Changchun Lianhua Mountain Sports & Travel
Development Company Changchun Sports and CCL Agricultural with an
aim of resolving this matter.  As a result of the foregoing, the
Company lost control of the company itself and has therefore
written off the full value of the assets and liabilities of
Changchun Resort and reported it as a loss from discontinued
operations as of December 31, 2010.  In 2011, the Company
commenced legal actions against the Erdao Government in an effort
to regain control and ownership of the assets and operations.

The Company's legal department has sent three letters of formal
complaint to the Ministry of Commerce of the People's Republic of
China in June 2012, the Erdao Government, and Jilin Lianhua
Tourist Committee.  Recently, the Ministry of Commerce of the
People's Republic of China has assigned the case to the relevant
authority called the Economic and Technological Cooperation
Department of Jilin Province for handling.  After a series of
negotiations made and no consensus arrived as at reporting date,
management had decided to start formal administrative prosecution
process against the government.  As at March 31, 2014, management
had sent several letters of notice, but no formal prosecution has
been started.


                   About Mountain China Resorts

Mountain China Resorts (Holding) Limited --
http://www.mountainchinaresorts.com-- is a developer of four
season destination ski resorts in China.  MCR is transforming
existing China ski properties into world-class, four seasons
luxury mountain resorts with excellent real estate investment
opportunities for discerning buyers.  In February 2009, the
Company's Sun Mountain Yabuli Resort was awarded Best Resort
Makeover in Asia by TIME Magazine.  Yabuli is also the permanent
home of the China Entrepreneur's Forum the leading and most
influential community of China's most distinguished and successful
entrepreneurs and business leaders with over 5,000 members from
across a variety of key industries.


MT. GOX: Bankruptcy Judge Rejects Complaints Over Potential Deal
----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that a
bitcoin business that planned to use the blueprints for the once-
successful Japanese bitcoin exchange Mt. Gox couldn't convince a
bankruptcy judge that an early sale proposal to salvage the frozen
exchange is being unfairly executed.

According to the Journal, at a hearing in U.S. Bankruptcy Court in
Dallas, Judge Stacey Jernigan rejected complaints raised by
CoinLab Inc., which has sued Mt. Gox for $75 million after their
licensing agreement fell apart and recently complained that a
purchase offer from investor group Sunlot Holdings could be forced
upon Mt. Gox customers "without any real scrutiny."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Japanese trustee for Mt. Gox arranged for a
hearing on June 17 to ask the U.S. Bankruptcy Court in Dallas to
recognize Japan as presiding over the company's primary
bankruptcy.  If the U.S. judge concludes that Japan has the
primary bankruptcy and that Japanese laws adequately protect the
rights of U.S. creditors, she will give Mt. Gox permanent
protection under Chapter 15, which would halt all creditor actions
in the U.S. and allow the U.S. court to assist in collecting
assets for distribution through the Japanese proceedings, Mr.
Rochelle related.

                          About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


MULTIBANK: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed Multibank's (MB) viability (VR) and
long-term Issuer Default Rating (IDR) at 'bb+' and 'BB+'
respectively.  The Rating Outlook is Stable.  Fitch has also
affirmed the bank's national ratings.  A full list of rating
actions follows at the end of this press release.

KEY RATING DRIVERS -- IDRs, VR and National Ratings

MB's viability rating (VR) drives its Long-term IDR and national
ratings.  The bank's risk appetite for growth and capitalization
levels highly influences its VR.  The ratings also consider sound
asset quality, an improved funding mix and adequate liquidity.
The Rating Outlook on the bank's long-term IDRs is Stable given
MBs consistent financial performance.  Nevertheless, it remains
challenging for MB to improve its competitive position and enhance
its profitability metrics to support internal capital generation
and future growth in a highly competitive market.

MB has emerged as a relevant contender in the middle market and
retail segments in Panama. MB has steadily expanded its network,
heightened its profile and improved its franchise as the bank
increased its market share to 3.7% of general licensed banks'
total unconsolidated assets by YE13.

Resilient margins and growing loan volumes coupled with moderate
credit costs allowed MB to post moderate but consistent
profitability ratios.  MB will need further income diversification
and cost control to face competition and rising interest rates.
Sound credit origination, adequate remedial management and a
positive operating environment underpinned asset quality.  Past
due loans (PDLs) for 90-plus days stood at approximately 1% at
YE13 and are well covered by reserves.  Concentration on both
sides of the balance sheet is moderate after years of continuous
improvement.

The overhauled commercial strategy helped widen the deposit base
while changing the deposit mix and lowering funding costs.  MB's
liquidity remains sound and is supplemented by adequate
contingency plans.  However, the increase of longer-tenor loans
creates the need to further diversify funding to prevent undesired
asset/liability gaps in a highly competitive market that could
create pressures to become more aggressive in credit or pricing.

As the Panamanian economy boomed, MB grew into retail and SME but
also found opportunities arising from the consolidation at the top
of the market.  Accordingly, MB gained in market share and
diversified and strengthened its balance sheet.  Moreover, the
bank has embarked on an expansion abroad leveraging its expertise
in SME and consumer sectors.

KEY RATING DRIVERS: SUPPORT RATING AND SUPPORT RATING FLOOR

The banks' Support Rating (SR) of '5' and Support Rating Floor
(SRF) of 'NF' reflect Fitch's expectation of no support.  As a
longstanding dollarized economy, Panama lacks a lender of last
resort, though Banco Nacional de Panama, the largest state
controlled bank, could provide temporary liquidity loans.

RATING SENSITIVITIES - VR, IDRs AND NATIONAL RATINGS

A sustained improvement in the bank's capital position (FCC above
11%) driven by sufficient internal capital generation to support
MB's expected asset growth could lead to an improvement in the
bank's ratings.  Additionally, the ratings could improve in the
medium term if the bank continues to solidify its franchise and
diversify its revenues while maintaining low concentrations on
both sides of the balance sheet and good asset quality.

Multibank's ratings could be negatively affected by a decline in
its capital and reserves cushion, or a significant weakening of
its profitability (ROAA below 1.2%).  Additionally, rapid growth
which pressures the bank's Fitch Core Capital ratio below 9% could
also be negative.

SUPPORT RATING AND SUPPORT RATING FLOOR

Given Fitch's view of Panama's limited ability and willingness to
support MB, Fitch considers that there is no upside potential in
these ratings over the foreseeable future.

Fitch has affirmed MB's ratings as follows:

--Long-term IDR at 'BB+'; Outlook Stable;
--Short-term IDR at 'B';
--Viability Rating at 'bb+';
--Support Rating at '5';
--Support Rating Floor at 'NF';
--National scale long-term rating at 'AA-(pan)'; Outlook Stable;
--National scale short-term rating at 'F1+(pan)'.


NATIONAL MEDICAL: US Bank Hit w/ $50M Suit Over Involuntary Ch. 11
------------------------------------------------------------------
Law360 reported that National Medical Imaging LLC hit U.S. Bank NA
with a $50 million lawsuit in Pennsylvania federal court alleging
the bank ruined its business by forcing it into involuntary
bankruptcy proceedings just as it was beginning to implement a
turnaround plan.

According to the report, the diagnostic imaging company claims
that the involuntary bankruptcy petitions U.S. Bank and eight
other defendants filed against NMI and its holding company
ultimately destroyed its business, even though the cases were
ultimately tossed.

The case is NATIONAL MEDICAL IMAGING, LLC et al v. U.S. BANK, N.A.
et al, Case No. 2:14-cv-02974 (E.D. Pa.) before Judge Cynthia M.
Rufe.

DVI Receivables Trusts and other alleged creditors filed
involuntary chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05-
12714 and 05-12719) against Philadelphia, Pa.-based National
Medical Imaging, L.L.C., and National Medical Imaging Holding
Company, L.L.C., on March 3, 2005.  The Creditors amended the
involuntary petitions three times: on Nov. 10, 2008; April 10,
2009; and on Aug. 26, 2009, following a contested hearing.


NEW YORKER 57: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Yorker 57 Corp.
        2055 Rockledge Drive
        Rockledge, FL 32955

Case No.: 14-06377

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Jeffrey Ainsworth, Esq.
                  BRANSONLAW PLLC
                  1501 E. Concord Street
                  Orlando, FL 32803
                  Tel: (407) 894-6834
                  Fax: (407) 894-8559
                  Email: jeff@bransonlaw.com
                         bob@bransonlaw.com
                         lawbankruptcy1@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Madeline Martelli, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-06377.pdf


OCALA FUNDING: $102M Freddie Mac Settlement Gets Judge's OK
-----------------------------------------------------------
Law360 reported that a Florida bankruptcy judge approved a $102
million settlement between bankrupt Taylor Bean & Whitaker
Mortgage Corp. subsidiary Ocala Funding LLC and Freddie Mac over
an allegedly fraudulent $805 million transfer to Freddie Mac.

According to the report, U.S. Bankruptcy Judge Jerry A. Funk
signed off on Freddie Mac's pledge to pay $60 million in cash to
Ocala's litigation trust. Freddie Mac will also transfer its claim
from Taylor Bean's bankruptcy, expected to be worth about $42.5
million, the report related.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.

Ocala implemented a Chapter 11 plan in July 2013 to carry out an
agreement reached before bankruptcy with holders of almost all of
its $1.5 billion in secured and $800 million in unsecured claims.
The plan created a trust to prosecute lawsuits on behalf of
creditors with more than $2.5 billion in claims.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


OTTER PRODUCTS: S&P Retains 'B+' Issue-Level Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that the recovery rating
on Fort Collins, Colo.-based mobile device accessory designer,
distributor, and manufacturer Otter Products LLC's proposed
$725 senior secured facility remains '3' following changes to its
term loan.  The '3' recovery rating indicates S&P's expectation
for meaningful (50% to 70%) recovery in the event of payment
default.  The issue-level rating remains 'B+' (the same as the
'B+' corporate credit rating on the company).

The company has changed the term loan portion of its proposed $725
million senior secured credit facility.  The proposed structure
has slightly changed to a $165 million term loan A due 2019 and a
$460 million term loan B due 2020.  (The initial structure
consisted of a $100 million revolving credit facility due 2019 and
a $625 million term loan B due 2020.)  There are no changes to the
proposed revolving credit facility.  The term loan A will feature
10% annual amortization and the term loan B annual amortization
will change to 1% from 2%.

The 'B+' corporate credit rating on Otter reflects a "significant"
financial risk profile reflecting its moderate leverage and
adequate liquidity.  This is partially offset by the company's
good market position and product offerings within the growing
mobile device accessories market, which lead to S&P's assessment
of the company's "weak" business risk profile.

RATINGS LIST

Otter Products LLC
Corporate Credit Rating           B+/Stable/--
  $165 mil. term loan A due 2019
  Senior Secured                   B+
   Recovery Rating                 3
  $100 mil. revolver due 2019
  Senior Secured                   B+
   Recovery Rating                 3
  $460 mil. term loan B due 2020
  Senior Secured                   B+
   Recovery Rating                 3


OVERLAND STORAGE: Pinnacle No Longer a 5% Shareholder as of May 16
------------------------------------------------------------------
Pinnacle Family Office Investments, L.P., and Barry M. Kitt
disclosed that as of May 16, 2014, they beneficially owned
less than five percent of the common stock of Overland Storage,
Inc.  The reporting persons previously reported beneficial
ownership of 2,718,930 common shares of the Company or 8.5 percent
equity stake at Dec. 31, 2013.  A copy of the amended Schedule 13G
as filed with the U.S. Securities and Exchange Commission is
available for free at http://is.gd/aSD35z

                      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.

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.


PACIFIC STEEL: Court Okays Deal With PG&E on Adequate Assurance
---------------------------------------------------------------
A Stipulation for Additional Adequate Assurance has been entered
into by and between the Pacific Steel Casting Company by and
through its counsel Binder & Malter LLP; and Pacific Gas and
Electric Company by and through its counsel, the Law Offices of
Martha J. Simon, and filed with the Bankruptcy Court on April 24,
2014.

Pursuant to the Stipulation, which has been approved by the Court:

   1. to provide adequate assurance of payment to PG&E for the
      Debtor's continued access to and use of PG&E's services, the
      Debtor will pay PG&E a deposit totaling $849,786, of which
      $797,710 was remitted to PG&E prior to April 2, 2014; the
      additional amount of $52,076 shall be sent to PG&E by no
      later than May 1, 2014.

   2. payment to PG&E for services rendered after the Petition
      Date shall be made by the Debtor in the ordinary course of
      business according to existing trade terms between the
      parties.  Payments for invoices presented by PG&E shall be
      made to the address set forth on PG&E's invoice.

   3. if the Debtor fails to make any payments provided for in the
      Stipulation, PG&E is authorized to apply some or all of the
      Security Deposit to the delinquent account and to suspend
      or terminate all services rendered by PG&E to the Debtor
      unless the Debtor cures the default within 10 business
      days after PG&E provides written notice of such default to
      the Debtor and its counsel.

   4. the term of the Stipulation shall expire automatically on
      the earlier of the following: (i) the Debtor has committed a
      payment default not cured by the expiration of the Cure
      Period, (ii) the case is converted to a chapter 7 case,
      (iii) the bankruptcy case is dismissed, or (iv) an order is
      entered confirming Debtor's Chapter 11 plan.

      Upon confirmation of a Chapter 11 Plan, but in no event
      later than 60 days after the date of expiration, any
      unused portion of the Deposit shall be returned to the
      Debtor after PG&E determines that all post-petition accounts
      have been paid in full as of the date of expiration.  PG&E
      reserves the right to request new or additional deposits
      from the Debtor as assurances for continued services and the
      Debtor reserves the right to contest such request.

                Controversy With Occidental Energy

Meanwhile, in an April 30 filing, Occidental Energy Marketing Inc,
through its counsel, objects to the proposal of Pacific Steel
Casting concerning adequate assurance of payment to Occidental.

Contrary to the Debtor's assertion in its supplemental brief filed
April 9, 2014, Occidental said it has not changed in position with
respect to Occidental's and Pacific's stipulation prior to the
April 2 hearing.  Occidental and Pacific had agreed to many terms
prior to the hearing.  The remaining disagreement between the
parties relates to Occidental's ability to promptly terminate
services to the Debtor upon the Debtor's failure of adequate
assurance of payment.

Occidental's position was, and remains, that it can immediately
terminate service if the Debtor violates the adequate assurance
order.  However, the Debtor insists that if the Debtor fails to
make payment to Occidental when due, and defaults under the terms
of the adequate assurance order, that Pacific expects Occidental
to continue to provide services with no hope or expectation of
payment for those additional services.

Occidental said it finds this concept objectionable.  However,
Occidental is willing to provide the Debtor with the Debtor's
requested additional time for a "meet and confer" as long as
Pacific is willing to provide Occidental with an additional one
month's deposit to address the additional time that Occidental
would be required to provide the Debtor with service due to
Pacific's desired "meet and confer" time.

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors estimated
assets and liabilities of at least $10 million.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PACIFIC VECTOR: Financial Woes Impact Ability to Raise Capital
--------------------------------------------------------------
Pacific Vector Holdings Inc. disclosed that a management cease
trade order was granted to the company as a result of its failure
to timely file its annual financial statements.

As announced on May 23, 2014, the Company was unable to obtain an
immediate bridge of $300,000 which would have allowed for the
payment of current obligations.  As a result, a first secured
lender whose $1 million loan was due April 17, 2014, has filed a
notice of default.  In addition, another secured lender, owed
$400,000 which matured on April 21, 2014 and an unsecured lender,
owed $1 million which matured on Oct. 31, 2013 have filed notices
of default.  The Company is diligently working to cure the
defaults.

As a result of the Company's financial circumstances, its stock
price has reacted negatively and its ability to complete the
conversion of US$6,959,987 in debt to equity and its ability to
raise additional equity or debt has been greatly inhibited.

The Company has continued to advance the sale of the assets of
Reno Wilson Inc. (Gatorz Eyewear) to a third party for gross
proceeds of $1.2 million which is subject to fluctuations based on
the value of the inventory and accounts receivable.  The purchaser
has completed the first draft of the legal agreements but the
documents and structure will need to change as a result of the
notice of default from the secured lender.

On May 28th, the Company's wholly owned subsidiary PVH DNA Inc.
entered into a rescission agreement with DNA LLC, which is the
company that owns the Alien Workshop, Habitat and Reflex
skateboard brands.

The Agreement rescinds PVH DNA's 51% interest in DNA LLC and
cancels the license that PVH DNA had to sell those brands.

Under the Agreement, the Company has 6 months to sell its current
inventory of Alien Workshop, Habitat and Reflex skateboard branded
products.  In exchange Dyrdek Enterprises, the second largest
shareholder which owned 46.5% of DNA LLC, has agreed to take over
stewardship of DNA LLC and pay the final payroll for the PVH DNA
employees.

The Company also closed its only retail location in New Mexico
bringing the total number of retail locations closed since
March to 19.  The Company continues to have 15 retail locations in
operation.

Pacific Vector is a premier action sports retail and consumer
brands company.


PPL ENERGY: S&P Lowers CCR to 'BB+'; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its long-
term corporate credit rating on U.S. power generator PPL Energy
Supply LLC, a subsidiary of diversified energy company PPL Corp.,
to 'BB+' from 'BBB' and lowered our short-term rating to 'A-3'
from 'A-2'.  S&P removed the ratings from CreditWatch, where it
placed them with negative implications on May 5, 2014, while S&P
was determining the strategic importance of the company to the PPL
Corp. group.  The outlook is stable.

S&P has also revised the company's business risk profile to
"fair," a riskier category than the "satisfactory" business risk
descriptor.

"We now assess PPL Energy's stand-alone credit profile (SACP) at
'bb' but still consider the company to be a moderately strategic
subsidiary to the PPL group," said Standard & Poor's credit
analyst Aneesh Prabhu.

PPL Energy's decreasing size and management's willingness to
consider shareholder value-maximizing options, including a
potential sale of the business, led to the change in S&P's view of
the importance of this company to parent PPL.  Yet, S&P believes
management will still extend limited support to PPL Energy or
might consider strategic options (such as joint ventures) that
allow PPL to participate in a power price recovery under the
current commodity environment.  Management's current key priority
is largely on reducing operations and management costs, perhaps in
an effort to make the company's long-term economics more
attractive to suitors.

PPL Energy is an unregulated electricity generation company with
about 10,500 megawatts (MW) of generation capacity that consists
of reasonably well-located, low-cost nuclear and coal plants.  The
company had about $2.5 billion in debt as of Dec. 31, 2013.

The outlook is stable.  While management has demonstrated support
for credit by infusing about $1.5 billion into PPL Energy over the
past 18 months, it does not have a positive effect on the ratings
in the short to medium term.  S&P could lower the ratings to 'BB'
if adjusted FFO to debt declines below the 18% to 20% range on a
sustained basis.


PULL PANS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pull Pans, Inc.
        3790 South Eaton Street
        Denver, CO 80235

Case No.: 14-06379

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Brian D Solomon, Esq.
                  BRIAN D. SOLOMON, P.L.
                  1311 Indiana Avenue
                  Saint Cloud, FL 34769
                  Tel: (407) 957-0077
                  Fax: (407) 641-8503
                  Email: bsolomon@solomon-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leslie Hammer-Palen, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-06379.pdf


S.E. SHIRES: Sale to Competitor Eastman Approved
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that S.E. Shires Co.  Inc., a Massachusetts-based maker of
high-end custom-made brass musical instruments, got court
authority to sell its business to Eastman Brass Instruments Inc.,
a lender and competitor, for $2.08 million.

The report, citing court papers, the Shires creditors' committee
had objected to the sale because it was expedited, private, not
subject to counteroffers and conditioned on the continued
employment of the company's founder.  To resolve the objections
and let the sale move forward, an agreement was reached increasing
the purchase price by $80,000 and decreasing the founder's salary
as the new Eastman president by $12,500 in the first two years,
the report related.  All other objections to the sale, including
one filed by state taxing authorities, were resolved, the report
further related.

The purchase price includes $1 million cash, a note for $780,000
to be paid over nine quarters and a so-called credit bid using the
$230,000 bankruptcy financing and a pre-bankruptcy secured claim
of $70,000, the report added.

S.E. Shires, Inc., based in Hopedale, Mass., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 14-40715) on April 8, 2014,
listing total assets of $1.80 million and total liabilities of
$3.10 million.  Judge Melvin S. Hoffman presides over the case.
Christine E. Devine, Esq., at Mirick, O'Connell, DeMaillie &
Lougee LLP, serves as the Debtor's counsel.  The petition was
signed by Stephen E. Shires, president.  A list of the Debtor's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/mab14-40715.pdf


SCHRADER INT'L: Moody's Affirms B2 CFR, Changes Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed August Cayman Intermediate
Holdco, Inc.'s ("Schrader International") B2 Corporate Family
Rating. In a related action, Moody's lowered the company's
Probability of Default Rating to B3-PD from B2-PD and lowered the
senior secured revolver and first lien term loan rating to B2 from
B1. The rating outlook was changed to stable from negative.

Proceeds from the company's proposed $80 million first lien term
loan add-on will be used to refinance the company's existing $75
million second lien term loan, pay related fees and expenses, as
well as increase balance sheet cash by approximately $1.6 million.
The proposed refinancing is expected to reduce cash interest by
approximately $4 million. The company is also proposing to upsize
its revolving credit facility by $5 million to $40 million.

The change in outlook to stable from negative reflects the
expectation for improved operating results due to an increase in
demand for tire pressure monitoring systems (TPMS) as European
regulatory requirements come into full effect in November 2014,
and the battery replacement cycle of the initially-installed units
in North America takes hold.

The change in Probability of Default Rating to B3-PD from B2-PD,
in line with Moody's Loss Given Default Methodology ("LGD"),
reflects the expectation for a 65% family recovery rate as the
company's capital structure is anticipated to become an all first
lien bank debt structure following the proposed refinancing
transaction.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

August Cayman Intermediate Holdco, Inc.:

Corporate Family Rating, affirmed at B2;

Probability of Default, downgraded to B3-PD from B2-PD.

August U.S. Holding Company, Inc.:

$35 million (to be upsized by $5 million) senior secured first
lien revolving credit facility (also available to August LuxUK
Holding Company), downgraded to B2 (LGD3, 35%) from B1 (LGD3,
40%);

senior secured first lien term loan facility; downgraded to B2
(LGD3, 35%) from B1 (LGD3, 40%);

August LuxUK Holding Company:

senior secured first lien term loan facility, downgraded to B2
(LGD3, 35%) from B1 (LGD3, 40%).

The Caa1 (LGD6, 92%) rating on August U.S. Holding Company, Inc.
and August LuxUK Holding Company's second lien term loan will be
withdrawn upon its repayment at the close of the transaction.

Ratings Rationale

Schrader's B2 Corporate Family Rating reflects the company's
modest size, high level of customer concentration, as well as the
company's high leverage level. Schrader maintains a high level of
customer concentration within its Sensors Group, which comprises
over 60% of the company's revenue. Over 46% of the company's
revenue is from its top three customers, the Detriot-3. As a
result, the company's operating performance and credit metrics
will remain highly vulnerable to the cyclicality in the automotive
sector. The rating positively considers the company's leading
position as a producer of tire pressure monitoring systems
("TPMS"), with sales going to automotive original equipment
manufacturers ("OEM"). The strong OEM position and expectation for
continued growth in US vehicle sales should support an improvement
in operating performance. The regulatory phase-in of TPMS in
Europe and replacement cycle in North America will also support
revenue growth for the company, with additional product deliveries
expected to begin in the second half of 2014.

The stable outlook incorporates Moody's expectation that
Schrader's operating performance and adequate liquidity profile
over the near-term will support the assigned rating. Demand for
TPMS is expected to grow in 2014 and 2015 driven by battery
replacement cycles in North America and European regulatory
requirements.

The rating could be lowered if demand for TPMS does not improve as
anticipated or if the company's profit margins come under
competitive pressure. A lower rating could result if debt/EBITDA
is expected to be sustained above 6x or if EBIT/Interest is
expected to be sustained below 1.2x, or if liquidity deteriorates.
Shareholder distributions at the expense of debt reduction could
also lower the company's rating or outlook.

The rating or outlook could be raised if demand for TPMS drives
stronger revenue and profit margin growth resulting in
EBIT/Interest over 2.0x and Debt/EBITDA approaching 3.5x. In
addition, these results also will need to coincide with a
financial policy that is focused on debt reduction rather than
shareholder returns.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 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.

Schrader International ("Schrader" or the "Company") is a
manufacturer of Tire Pressure Monitoring Systems ("TPMS"), Fluid
Control Components and Tire Hardware & Accessories for the
automotive and industrial original equipment market and
aftermarket. The company generated 2013 revenue of approximately
$455 million and is owned by affiliates of Madison Dearborn
Partners.


SHERIDAN HOLDINGS: Moody's Places B2 CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Services placed the ratings of Sheridan
Holdings, Inc. under review for upgrade, including the company's
B2 Corporate Family Rating, B2-PD Probability of Default Rating,
B1 senior secured first lien credit facilities rating and Caa1
second lien term loan rating. This action follows the company's
announcement on May 29, 2014 that it has entered into an agreement
to be acquired by AmSurg Corp. (Ba3 RUR) in a transaction valued
at $2.35 billion.

The proposed acquisition, which has been approved by the
respective boards of AmSurg and Sheridan is expected to be funded,
though the issuance of $1.7 billion of new debt and $615 million
of common equity. The transaction is expected to close in the
third quarter of 2014. Moody's expects that at closing, all of
Sheridan's outstanding debt will be retired and Sheridan's ratings
will be withdrawn.

Ratings placed under review for upgrade:

Sheridan Holdings, Inc.:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured first lien revolver at B1 (LGD 3, 34%)

First lien term loan at B1 (LGD 3, 34%)

Second lien term loan due 2021 at Caa1 (LGD 5, 87%)

Rating Rationale

Sheridan's B2 Corporate Family Rating reflects the company's high
financial leverage, shareholder friendly financial policy and
aggressive acquisition strategy. The rating is also constrained by
its concentration of business in the Florida market and the
company's size compared to similarly rated competitors. The rating
benefits from Sheridan's solid cash flow and improved credit
metrics, driven by EBITDA growth associated with acquisitions and
new contract wins.

The principal methodology used in this rating was the 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.

Sheridan Healthcare, Inc. (a wholly owned subsidiary of Sheridan
Holdings, Inc.) is a leading provider of physician services to
hospitals and ambulatory surgical facilities. The company provides
outsourced physician staffing services for anesthesia,
neonatology, radiology, pediatrics and emergency departments.
Sheridan also provides a full complement of professional and
administrative support services including physician billing.


TARGETED MEDICAL: Incurs $974,000 Net Loss in First Quarter
-----------------------------------------------------------
Targeted Medical Pharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $974,470 on $1.80 million of total revenue for the
three months ended March 31, 2014, as compared with a net loss of
$270,277 on $2.81 million of total revenue for the same period
last year.

As of March 31, 2014, the Company had $4.57 million in total
assets, $12.10 million in total liabilities and a $7.52 million
total stockholders' deficit.

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

                        http://goo.gl/1K2ULQ

Targeted Medical filed with the SEC a form of presentation that
the Company expects to use in connection with presentations to
certain potential investors, a copy of which is available for free
at http://goo.gl/sl7TnH

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical reported a net loss of $9.33 million on $9.55
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $9.58 million on $7.29 million of
total revenue in 2012.

Marcum LLP, in Irvine, CA, 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 significant net losses since its inception, and has
an accumulated deficit of $23,022,407 as of Dec. 31, 2013, and
incurred a net loss of $9,337,618 and negative cash flows from
operations of $2,046,586 for the year ended Dec. 31, 2013.


TELEXFREE LLC: Court Sets General Claims Bar Date
-------------------------------------------------
The Bankruptcy Court has established 90 days after the date first
set for the meeting of creditors as the deadline for any person or
entity to file proofs of claim against TelexFREE, LLC, et al.

The meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) was
scheduled for May 22, 2014, at Lloyd D. George U.S. Courthouse 333
Las Vegas Boulevard South, Jury Assembly Room, Las Vegas, Nevada.
Ninety days from May 22 is Aug. 20.

The deadline for governmental units to file proofs of claim is 180
days after the date of the order for relief, or Oct. 10.

Proofs of claim must be submitted to the Debtor's claims agent:

         TelexFree Claim Processing
         c/o Kurtzman Carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

                           *     *     *

Meanwhile, the Bankruptcy Court has entered an amended interim
order authorizing the joint administration of Chapter 11 cases of
Telexfree, LLC, et al., for procedural purposes only pursuant to
Section 342(c), Rules 1015(b) and 2002(n), and Local Rule 1015.
Tracy Hope Davis, U.S. Trustee for Region 17, on April 25, 2014,
requested that the Court reject the Debtors' proposed interim
orders and approve the Trustee's alternative interim orders.  On
April 24, the Debtors requested for the joint administration of
their cases.

In addition, the Debtors have been notified that they must file
their schedules of assets and liabilities and statements of
financial affairs by April 27.

                         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.


TELEXFREE LLC: Gets Final Approval to Employ KCC as Claims Agent
----------------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman authorized TelexFREE, LLC, et
al., to employ Kurtzman Carson Consultants LLC as claims and
noticing agent.

Previously, the Debtor responded to the objection by Tracy Hope
Davis, the U.S. Trustee for Region 17, to the employment motion,
stating that KCC's compensation will be administrative claims, not
priority.  The Debtor also stated that KCC will provide monthly
invoices to the U.S. Trustee and any committee appointed in the
cases.

Accordingly, the Debtors believed they have addressed each of the
Trustee's concerns regarding KCC's proposed employment in the
cases.  As such, the Debtors request the Court enter a final order
authorizing KCC's employment, subject to the modifications.

On April 24, Bankruptcy Judge August B. Landis authorized, on an
interim basis, the employment of KCC as claims and noticing agent.

KCC's employment was challenged by the U.S. Trustee.  As reported
in the Troubled Company Reporter, Edward M. McDonald, Jr., Esq.,
of the Office of the U.S. Trustee, related in a declaration that
at the hearing on the first day motions, the Court expressed that
"KCC jumped the gun a little here counsel.  They set up a website
and issued a press release as if I had already entered an order
authorizing them to do so. That's troubling to me.  And I will
tell you now just for sake of making it clear for later, to the
extent that those actions were taken before they were authorized
to do so, if they seek compensation, that will be an issue for
them at that time."

The U.S. Trustee complained that portions of the copy of the KCC
engagement agreement that was filed are illegible, including the
section concerning limitations on the liability of and
indemnification of KCC.  The U.S. Trustee also complained that the
application, including the fee structure, should not be approved
until the Debtors provide evidence that the proposed fee structure
is competitive and comparable to the rates charged by KCC's
competitors for similar services.

Pursuant to the engagement agreement, KCC will receive a retainer
in the amount of $350,000.  The consulting service rates for KCC
professionals are:

   Executive Vice President                           Waived
   Director/Senior Managing Consultant                  $175
   Consultant/Senior Consultant                   $70 - $160
   Technology/Programming Consultant              $55 - $100
   Project Specialist                             $55 - $100
   Clerical                                        $30 - $50

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

Evan J. Gershbein, vice president of corporate restructuring
services at KCC, assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                         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.


TWIN DEVELOPMENTS: Court Closes Chapter 11 Case
-----------------------------------------------

The U.S. Bankruptcy Court for the Southern District of California
issued an order closing the Chapter 11 case of Twin Developments,
LLC.

An order dismissing has been entered by the Court, and notice of
the dismissal has been given to the debtor(s) and all creditors
and all other required documentation having been entered;
therefore, it is ordered that the case be closed.

The Bankruptcy Court dismissed the Chapter 11 case, in a report by
the Troubled Company Reporter on Dec. 10, 2013.

The Court directed the Debtor to pay all outstanding quarterly
fees to the U.S. Trustee.

Wallace Benwart, the Debtor's manager, and the Debtor's counsel
James Andrew Hinds, Jr., Esq., at Law Offices of James Andrew
Hinds, Jr., have said case dismissal would be the best avenue to
pursue, as it would allow the Debtor to continue to pursue causes
of action against La Jolla Bank and continue to initiate the
recovery of certain bond deposits and securities from the San
Diego County and Rainbow Municipal Water District, well as pursue
recovery of other assets of the estate.

The Debtor's counsel reminded the Debtor's manager that the U.S.
Trustee's quarterly fees for all four quarters of 2013 in the sum
of $1,300 are still outstanding.

Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 13-02719) on March 19, 2013.  The petition was
signed by Wallace Benwart as manager.  The Debtor scheduled assets
of $55,800,000 and liabilities of $38,027,600.


UNIVERSAL SOLAR: Reports $216,000 Net Loss in First Quarter
-----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $215,973 on $443,545 of sales for the
three months ended March 31, 2014, as compared with a net loss of
$821,342 on $0 of sales for the same period last year.

As of March 31, 2014, the Company had $4.89 million in total
assets, $15.59 million in total liabilities and a $10.69 million
total stockholders' deficiency.

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

                        http://goo.gl/qt4Syj

                        About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.

Universal Solar reported a net loss of $1.28 million in 2013
following a net loss of $5.66 million in 2012.

Paritz & Company, P.A., in Hackensack, 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 had not generated cash from its operation, had a
stockholders' deficiency of $ 10,663,106 and had incurred net loss
of $ 11,175,906 since inception.  These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


VIRGINIA KERN: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Virginia Kern, LLC
        188 North Holliston Avenue, Suite 201
        Pasadena, CA 91106

Case No.: 14-20822

Chapter 11 Petition Date: May 31, 2014

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

Judge: Hon. Neil W. Bason

Debtor's Counsel: Armen Shaghzo, Esq.
                  SHAGHZO & SHAGHZO LAW FIRM
                  100 W Broadway Ste 540
                  Glendale, CA 91210
                  Tel: 818-241-8887
                  Fax: 818-241-0035
                  Email: as@shaghzolaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mehran Romi Baghgegian,
president/manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-20822.pdf


WASHINGTON MUTUAL: Suit Against D&O Insurers Not Ripe
-----------------------------------------------------
Law360 reported that the Delaware Supreme Court remanded to state
court a lawsuit from the Washington Mutual Inc. liquidating trust
seeking millions of dollars in coverage from XL Specialty
Insurance Co. and other directors and officers insurers, ordering
the case be dismissed as it was not yet ripe for adjudication.

According to the report, in a 29-page opinion penned by Justice
Jack B. Jacobs, the high court ruled that the WMI trust, which
oversees the estate from the bank holding company's massive
bankruptcy, was looking for a judicial determination that would be
based on uncertain facts or conjecture for claims that may never
come to pass anyway.

The case is XL Specialty Insurance Co. et al. v. WMI Liquidating
Trust, case number 449, 2013, in the Supreme Court of the State of
Delaware.  The state court case is WMI Liquidating Trust v. XL
Specialty Insurance Co. et al, case number N12C-10-087, in the The
Superior Court of the State of Delaware In and For New Castle
County.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on September 25, 2008, by
U.S. government regulators.  The next day, WaMu and its affiliate,
WMI Investment Corp., filed separate petitions for Chapter 11
relief (Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu
owns 100% of the equity in WMI Investment.


WORLDCOM INC: Tax Foundation Pushes High Court To Take Case
-----------------------------------------------------------
Law360 reported that the Tax Foundation wants the U.S. Supreme
Court to determine whether WorldCom Inc.'s bankruptcy estate must
pay millions in excise taxes on a now-defunct dial-up Internet
system because the outcome will determine taxpayers' future
clarity on telecom taxes.

According to the report, in a May 21 amicus curiae brief, the
group said the Second Circuit got it wrong when it ruled that a
1965 local telephone excise tax applies to WorldCom's now-obsolete
central office-based remote access, or COBRA, dial-up Internet
service.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
02-13532) on July 21, 2002.  On March 31, 2002, WorldCom disclosed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on April 20, 2004, the Company formally emerged from Chapter 11
protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with Verizon
Communications, Inc.  MCI is now known as Verizon Business, a unit
of Verizon Communications.


WITHOUT WALLS: Tranzon to Auction Tampa Property on July 8
----------------------------------------------------------
Tranzon Driggers will conduct a bankruptcy auction for a Tampa
property in In re Without Walls International Church, Inc. (Bankr.
M.D. Fla. Case No. 14-02567).

No Minimum Bid - Subject to Bankruptcy Court Approval
Sealed Bids Due: July 7 at 3:00 p.m. ET
Best and Final Auction: July 8 at 10:00 am ET
Case No.: 8:14-bk-2567-MGW

   * Existing zoning allows for 557 multi-family units plus
commercial

   * Located between International Plaza and Raymond James Stadium
70,300 sf building currently used as church

   * Current PD Zoning for the southern 10.78 acres allows for
557 residential units.  The adjoining 2.32 acres, known as 3860
W. Columbus Dr., Tampa, FL 33607, is zoned CI?Commercial
Intensive.

   * Future Land Use RMU-100 Regional Mixed Use-100 (3.5 floor
area ratio)

   * Location within the Westshore Areawide Development of
Regional Impact offers mitigation benefits by payment to the City
of Tampa Transportation Impact Fees.

   * Adjacent to MetWest International, a 32 acre mixed-use
development

Close Proximity to:

   * Tampa International Airport

   * Raymond James Stadium - Home of the NFL Tampa Bay Buccaneers

   * Upscale shopping and dining at International Plaza & Bay
Street and Westshore Plaza

    * Steinbrenner Field - Spring training home of the NY Yankees

    * I-275 and Dale Mabry Highway

Tranzon Driggers Walter J. Driggers, III, Lic. Real Estate Broker,
FL Lic #AU707 & AB3145
Buyer's Premium pursuant to court order.

Terms and Conditions

The following summary of Terms & Conditions of Auction Sale is
only intended to provide you a brief outline.  For a complete
copy, either download the Property Information Package, if
available, or contact Jon Barber, CAI at 877-374-4437 or
jbarber@tranzon.com

All bidders must agree to all of the Terms & Conditions of Auction
Sale prior to bidding at any Tranzon auction.  Listings may be
withdrawn or modified without notice at anytime.

For general information on the auction process, please review the
FAQ-Frequently Asked Questions.

Buyers Premium: Pursuant to court order.
Closing: Pursuant to court order.
Deposit Amount: Pursuant to court order.
Broker Co-op: N/A
Agency Disclosure: The member company acting as auctioneer/agent
is an agent for the seller only.


* Bank of America Resubmits Smaller Capital Plan
------------------------------------------------
Christina Rexrode and Michael Rapoport, writing for The Wall
Street Journal, reported that Bank of America Corp. said it has
resubmitted its smaller stress-test capital plan to the Federal
Reserve.

According to the report, BofA's announcement is the latest step as
the bank investigates the aftermath of a $4 billion capital error
it disclosed last month.  The error, the report said, forced the
bank to suspend its plans for returning capital to shareholders.
The report noted that the bank gave few new details about the
resubmitted plan.


* Merrill Appeals Order Allowing Trusts' RMBS Buyback Suit
----------------------------------------------------------
Law360 reported that Merrill Lynch asked a New York appeals court
to dismiss claims accusing it of reneging on a deal to buy back
defective loans Merrill obtained from now-bankrupt ResMae Mortgage
Corp. and turned into residential mortgage-backed securities,
saying the underlying agreement does not contain a sweeping
buyback guarantee.

According to the report, an attorney for Merrill told a five-judge
panel for the New York Supreme Court Appellate Division, First
Department, that the lower court wrongly held Merrill responsible
for all representations and warranties made by ResMae, the
originator of the loans at issue, which reads for too much into a
short two-sentence clause in the contract.

The case is Merrill Lynch Mortgage Investors Trust et al., v.
Merrill Lynch Mortgage Lending Inc., case No. 654403/2012 in the
Supreme Court of the State of New York, County of New York.


* Regulators Set New Rules for Companies' Revenue Accounting
------------------------------------------------------------
Floyd Norris, writing for The New York Times' DealBook, reported
that accounting for revenue will be significantly changed in 2017,
the two board that set accounting standards for companies in most
major countries around the world announced on May 28.

According to the report, the new rules -- issued by the Financial
Accounting Standards Board, which sets rules for United States
companies, and the International Accounting Standards Board, whose
rules are used in the European Union as well as a number of other
countries -- replace those specifying how and when revenue can be
recognized in different industries.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   OU1 GR          133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE   ALSWF US        133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE   ABT CN          133.7      (10.5)      (5.9)
ACHAOGEN INC       AKAO US          13.8       (0.0)       2.1
ACTINIUM PHARMAC   ATNM US           6.6      (13.5)     (13.5)
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US         452.2      (91.1)     (90.7)
ADVENT SOFTWARE    AXQ GR          452.2      (91.1)     (90.7)
AEROHIVE NETWORK   HIVE US          69.9       (3.3)      21.5
AEROHIVE NETWORK   2NW GR           69.9       (3.3)      21.5
AGENUS INC         AGEN US          34.8       (4.5)      17.9
AIR CANADA-CL A    AC/A CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    AIDIF US      9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH GR        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH TH        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AC/B CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AIDEF US      9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC   ALDR US          26.7      (32.0)       2.5
ALDER BIOPHARMAC   3A9 GR           26.7      (32.0)       2.5
ALLIANCE HEALTHC   AIQ US          465.3     (136.6)      59.5
AMC NETWORKS-A     9AC GR        3,484.7     (478.3)     642.3
AMC NETWORKS-A     AMCX US       3,484.7     (478.3)     642.3
AMER RESTAUR-LP    ICTPU US         33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US         236.8     (112.5)      33.5
ANGIE'S LIST INC   8AL TH          124.3      (20.3)     (30.0)
ANGIE'S LIST INC   ANGI US         124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL GR          124.3      (20.3)     (30.0)
ARRAY BIOPHARMA    AR2 TH          135.2      (23.3)      72.2
ARRAY BIOPHARMA    ARRY US         135.2      (23.3)      72.2
ARRAY BIOPHARMA    AR2 GR          135.2      (23.3)      72.2
AUTOZONE INC       AZO US        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 GR        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC       AZ5 TH        7,262.9   (1,710.3)    (860.8)
BARRACUDA NETWOR   CUDA US         327.9      (13.1)      19.9
BARRACUDA NETWOR   7BM GR          327.9      (13.1)      19.9
BERRY PLASTICS G   BERY US       5,367.0     (135.0)     684.0
BERRY PLASTICS G   BP0 GR        5,367.0     (135.0)     684.0
BIOCRYST PHARM     BO1 GR           43.4       (5.7)      22.0
BIOCRYST PHARM     BO1 TH           43.4       (5.7)      22.0
BIOCRYST PHARM     BCRX US          43.4       (5.7)      22.0
BOULEVARD ACQUIS   BLVD US           0.5       (4.3)      (4.7)
BOULEVARD ACQUIS   BLVDU US          0.5       (4.3)      (4.7)
BRP INC/CA-SUB V   DOO CN        1,951.2      (40.8)     155.6
BRP INC/CA-SUB V   BRPIF US      1,951.2      (40.8)     155.6
BRP INC/CA-SUB V   B15A GR       1,951.2      (40.8)     155.6
BURLINGTON STORE   BURL US       2,621.1     (150.5)     112.7
BURLINGTON STORE   BUI GR        2,621.1     (150.5)     112.7
CABLEVISION SY-A   CVY GR        6,542.9   (5,210.9)     281.8
CABLEVISION SY-A   CVC US        6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI   CZR US       24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI   C08 GR       24,376.7   (2,276.8)     566.0
CANNAVEST CORP     CANV US          10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      14,597.1   (9,128.0)     643.8
CELLADON CORP      CLDN US          24.6      (44.3)      20.1
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,206.8     (511.7)     145.0
CHOICE HOTELS      CZH GR          554.9     (454.6)     109.5
CHOICE HOTELS      CHH US          554.9     (454.6)     109.5
CIENA CORP         CIEN US       1,800.6      (86.9)     800.8
CIENA CORP         CIEN TE       1,800.6      (86.9)     800.8
CIENA CORP         CIE1 GR       1,800.6      (86.9)     800.8
CIENA CORP         CIE1 TH       1,800.6      (86.9)     800.8
CINCINNATI BELL    CBB US        2,101.5     (670.7)       7.7
DEX MEDIA INC      DXM US        2,275.0     (782.0)     162.0
DIRECTV            DTV CI       22,520.0   (6,512.0)    (929.0)
DIRECTV            DIG1 GR      22,520.0   (6,512.0)    (929.0)
DIRECTV            DTV US       22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA     DPZ US          524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV GR          524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV TH          524.3   (1,269.0)     113.5
DUN & BRADSTREET   DB5 TH        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DNB US        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DB5 GR        1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC    EDG US          883.8       (0.8)     409.2
EGALET CORP        EGLT US          14.4       (1.5)      (3.1)
ELEVEN BIOTHERAP   EBIO US           5.1       (6.1)      (2.9)
EMPIRE STATE -ES   ESBA US       1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US       1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN   FRP US        1,546.4     (338.8)      25.3
FAIRPOINT COMMUN   FONN GR       1,546.4     (338.8)      25.3
FERRELLGAS-LP      FEG GR        1,620.8     (101.2)      20.0
FERRELLGAS-LP      FGP US        1,620.8     (101.2)      20.0
FIVE9 INC          FIVN US          56.3       (3.0)       1.1
FIVE9 INC          1F9 GR           56.3       (3.0)       1.1
FREESCALE SEMICO   1FS TH        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS GR        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   FSL US        3,100.0   (3,851.0)   1,244.0
GAMING AND LEISU   GLPI US       2,561.9      (68.0)     (44.7)
GAMING AND LEISU   2GL GR        2,561.9      (68.0)     (44.7)
GENTIVA HEALTH     GHT GR        1,234.9     (297.6)      99.2
GENTIVA HEALTH     GTIV US       1,234.9     (297.6)      99.2
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBALSTAR INC     GSAT US       1,350.0      (74.3)     (97.3)
GLORI ENERGY INC   GLRI US           0.1       (0.0)       -
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH GR       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH TH       29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN   HDS US        6,324.0     (764.0)   1,210.0
HD SUPPLY HOLDIN   5HD GR        6,324.0     (764.0)   1,210.0
HORIZON PHARMA I   HPM TH          299.1     (229.2)      93.2
HORIZON PHARMA I   HPM GR          299.1     (229.2)      93.2
HORIZON PHARMA I   HZNP US         299.1     (229.2)      93.2
HOVNANIAN ENT-A    HO3 GR        1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-A    HOV US        1,787.3     (456.1)   1,131.9
HOVNANIAN ENT-B    HOVVB US      1,787.3     (456.1)   1,131.9
HOVNANIAN-A-WI     HOV-W US      1,787.3     (456.1)   1,131.9
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP        INCY US         666.8     (162.4)     474.2
INCYTE CORP        ICY TH          666.8     (162.4)     474.2
INCYTE CORP        ICY GR          666.8     (162.4)     474.2
INFOR US INC       LWSN US       6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA   I4P TH          141.9     (153.7)    (148.2)
INTERCEPT PHARMA   I4P GR          141.9     (153.7)    (148.2)
INTERCEPT PHARMA   ICPT US         141.9     (153.7)    (148.2)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   1JE GR        1,642.6     (117.4)     221.0
JUST ENERGY GROU   JE US         1,642.6     (117.4)     221.0
JUST ENERGY GROU   JE CN         1,642.6     (117.4)     221.0
L BRANDS INC       LTD GR        7,198.0     (369.0)   1,324.0
L BRANDS INC       LTD TH        7,198.0     (369.0)   1,324.0
L BRANDS INC       LB US         7,198.0     (369.0)   1,324.0
LEAP WIRELESS      LWI GR        4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US       4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI TH        4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US          797.3     (155.6)       0.8
LORILLARD INC      LO US         3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV GR        3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV TH        3,912.0   (2,161.0)     897.0
LUMENPULSE INC     0L6 GR           29.4      (38.4)       3.5
LUMENPULSE INC     LMP CN           29.4      (38.4)       3.5
MACROGENICS INC    MGNX US          42.0       (4.0)      11.7
MACROGENICS INC    M55 GR           42.0       (4.0)      11.7
MALIBU BOATS-A     MBUU US          57.2      (32.5)      (2.0)
MALIBU BOATS-A     M05 GR           57.2      (32.5)      (2.0)
MARRIOTT INTL-A    MAR US        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ TH        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ GR        6,665.0   (1,625.0)  (1,031.0)
MAUI LAND & PINE   MLP US           56.7      (36.0)     (54.8)
MDC PARTNERS-A     MDCA US       1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDZ/A CN      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MD7A GR       1,570.3      (94.1)    (218.7)
MERITOR INC        AID1 GR       2,531.0     (782.0)     298.0
MERITOR INC        MTOR US       2,531.0     (782.0)     298.0
MERRIMACK PHARMA   MP6 GR          165.0      (65.8)      81.9
MERRIMACK PHARMA   MACK US         165.0      (65.8)      81.9
MONEYGRAM INTERN   MGI US        4,761.4      (39.5)     115.9
MORGANS HOTEL GR   MHGC US         572.8     (172.9)       6.5
MORGANS HOTEL GR   M1U GR          572.8     (172.9)       6.5
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED   XWM GR          998.4     (179.2)      99.9
NATIONAL CINEMED   NCMI US         998.4     (179.2)      99.9
NAVISTAR INTL      IHR GR        7,654.0   (3,877.0)     645.0
NAVISTAR INTL      IHR TH        7,654.0   (3,877.0)     645.0
NAVISTAR INTL      NAV US        7,654.0   (3,877.0)     645.0
NEKTAR THERAPEUT   ITH GR          487.0       (9.8)     225.5
NEKTAR THERAPEUT   NKTR US         487.0       (9.8)     225.5
NEW ENG RLTY-LP    NEN US          180.1      (23.2)       -
NEXSTAR BROADC-A   NXZ GR        1,148.8       (8.4)     134.7
NEXSTAR BROADC-A   NXST US       1,148.8       (8.4)     134.7
NII HOLDING INC    NIHD* MM      8,189.7       (8.8)   1,078.9
NYMOX PHARMACEUT   NYMX US           1.0       (6.1)      (3.2)
OCI PARTNERS LP    OP0 GR          460.3      (98.7)      79.8
OCI PARTNERS LP    OCIP US         460.3      (98.7)      79.8
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPOWER INC         OPWR US          63.1       (6.3)     (11.9)
OPOWER INC         38O GR           63.1       (6.3)     (11.9)
OPOWER INC         38O TH           63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD   OSGIQ US      3,658.3      (51.3)     480.8
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE   PAO GR          473.3      (78.7)     177.3
PHIBRO ANIMAL HE   PAO EU          473.3      (78.7)     177.3
PHIBRO ANIMAL HE   PAHC LN         473.3      (78.7)     177.3
PHIBRO ANIMAL-A    PB8 GR          473.3      (78.7)     177.3
PHIBRO ANIMAL-A    PAHC US         473.3      (78.7)     177.3
PHILIP MORRIS IN   PM1CHF EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 TH       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1EUR EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 GR       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM US        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 TE       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM FP        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PMI SW       36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLUG POWER INC     PLUN TH          35.4      (15.5)      11.1
PLUG POWER INC     PLUN GR          35.4      (15.5)      11.1
PLUG POWER INC     PLUG US          35.4      (15.5)      11.1
PLY GEM HOLDINGS   PG6 GR        1,033.7     (107.2)     199.4
PLY GEM HOLDINGS   PGEM US       1,033.7     (107.2)     199.4
PROTALEX INC       PRTX US           1.2       (8.6)       0.6
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         443.2      (51.2)     106.0
QUALITY DISTRIBU   QDZ GR          443.2      (51.2)     106.0
QUINTILES TRANSN   QTS GR        3,061.9     (559.5)     571.3
QUINTILES TRANSN   Q US          3,061.9     (559.5)     571.3
RADNET INC         RDNT US         737.2       (9.3)      61.4
RADNET INC         PQI GR          737.2       (9.3)      61.4
REGAL ENTERTAI-A   RETA GR       2,787.3     (751.2)     142.6
REGAL ENTERTAI-A   RGC US        2,787.3     (751.2)     142.6
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
RETROPHIN INC      17R GR           94.0      (35.4)    (107.0)
RETROPHIN INC      RTRX US          94.0      (35.4)    (107.0)
REVANCE THERAPEU   RVNC US          18.9      (23.7)     (28.6)
REVANCE THERAPEU   RTI GR           18.9      (23.7)     (28.6)
REVLON INC-A       REV US        2,105.1     (589.0)     248.9
REVLON INC-A       RVL1 GR       2,105.1     (589.0)     248.9
RITE AID CORP      RAD US        6,944.9   (2,113.7)   1,777.7
RITE AID CORP      RTA GR        6,944.9   (2,113.7)   1,777.7
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SABRE CORP         SABR US       4,750.4     (312.9)    (279.6)
SABRE CORP         19S GR        4,750.4     (312.9)    (279.6)
SABRE CORP         19S TH        4,750.4     (312.9)    (279.6)
SALLY BEAUTY HOL   S7V GR        2,106.0     (268.8)     715.8
SALLY BEAUTY HOL   SBH US        2,106.0     (268.8)     715.8
SEQUENOM INC       SQNM US         122.9      (58.6)      40.8
SILVER SPRING NE   9SI GR          524.4      (97.1)      97.5
SILVER SPRING NE   SSNI US         524.4      (97.1)      97.5
SILVER SPRING NE   9SI TH          524.4      (97.1)      97.5
SPORTSMAN'S WARE   06S GR          224.2     (121.1)      83.2
SPORTSMAN'S WARE   SPWH US         224.2     (121.1)      83.2
SUNEDISON INC      SUNE US       7,166.1     (236.5)     250.8
SUNEDISON INC      WFR GR        7,166.1     (236.5)     250.8
SUNEDISON INC      SUNE* MM      7,166.1     (236.5)     250.8
SUNEDISON INC      WFR TH        7,166.1     (236.5)     250.8
SUNGAME CORP       SGMZ US           0.1       (2.2)      (2.3)
SUPERVALU INC      SJ1 GR        4,374.0     (738.0)      52.0
SUPERVALU INC      SVU US        4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 TH        4,374.0     (738.0)      52.0
SURNA INC          SRNA US           0.0       (2.6)      (2.6)
THRESHOLD PHARMA   THLD US          94.7      (29.0)      50.3
TRANSDIGM GROUP    T7D GR        6,399.3     (125.6)     975.5
TRANSDIGM GROUP    TDG US        6,399.3     (125.6)     975.5
TRINET GROUP INC   TN3 GR        1,434.7     (270.4)      65.1
TRINET GROUP INC   TNET US       1,434.7     (270.4)      65.1
TRINET GROUP INC   TNETEUR EU    1,434.7     (270.4)      65.1
TRINET GROUP INC   TN3 TH        1,434.7     (270.4)      65.1
ULTRA PETROLEUM    UPL US        2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM    UPM GR        2,881.8     (227.7)    (374.8)
UNISYS CORP        UISEUR EU     2,399.2     (659.6)     421.4
UNISYS CORP        UIS US        2,399.2     (659.6)     421.4
UNISYS CORP        USY1 TH       2,399.2     (659.6)     421.4
UNISYS CORP        USY1 GR       2,399.2     (659.6)     421.4
UNISYS CORP        UIS1 SW       2,399.2     (659.6)     421.4
UNISYS CORP        UISCHF EU     2,399.2     (659.6)     421.4
VARONIS SYSTEMS    VS2 GR           33.7       (1.5)       1.8
VARONIS SYSTEMS    VRNS US          33.7       (1.5)       1.8
VECTOR GROUP LTD   VGR GR        1,459.2      (12.6)     422.5
VECTOR GROUP LTD   VGR US        1,459.2      (12.6)     422.5
VENOCO INC         VQ US           738.2     (130.8)     (13.4)
VERISIGN INC       VRSN US       2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS GR        2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS TH        2,609.3     (457.6)    (253.6)
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         346.7      (16.3)     106.1
WEIGHT WATCHERS    WW6 GR        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WW6 TH        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WTW US        1,483.1   (1,452.8)     (31.0)
WEST CORP          WT2 GR        3,544.1     (709.4)     405.3
WEST CORP          WSTC US       3,544.1     (709.4)     405.3
WESTMORELAND COA   WME GR        1,407.1     (206.2)     (30.5)
WESTMORELAND COA   WLB US        1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG   XRM US          631.1      (11.8)     104.4
XERIUM TECHNOLOG   TXRN GR         631.1      (11.8)     104.4
YRC WORLDWIDE IN   YEL1 GR       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 TH       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YRCW US       2,215.1     (363.1)     193.6




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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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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