TCR_Public/140604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 4, 2014, Vol. 18, No. 153

                            Headlines

11850 DEL PUEBLO: Hearing on Case Dismissal Bid Moved to June 18
3333 MAIN: SA Challenger Wins Chapter 7 Conversion
ACE AVIATION: Claims Bar Date Set for July 18
ADVANCED MICRO: Moody's Rates $400MM Senior Unsecured Notes 'B2'
ADVANCED MICRO: S&P Assigns 'B' Rating to Sr. Notes Due 2024

AMERICAN INTERNATIONAL: Former Chief Must Face N.Y. Suit
ALCOA INC: US Tax Court Says Trusts Not Liable for Company's Debts
ARCTIC GLACIER: Unitholders' Meeting in Toronto on Aug. 11
ARCTIC GLACIER: Affected Creditors' Meeting in Toronto on Aug. 11
ARMORWORKS ENTERPRISES: Fourth Amended Plan Filed

BABCOCK & WILCOX: Moody's Affirms 'Ba1' Corporate Family Rating
BABCOCK & WILCOX: S&P Affirms 'BB+' CCR; Outlook Stable
BAYONNE ENERGY: Moody's Rates $530MM Senior Secured Debt 'Ba3'
BAYONNE ENERGY: S&P Assigns 'BB' Rating to $500MM Term Loan
BERKS BEHAVIORAL: Court Rules on St. Joe's Sanctions Bid

BIG M: Seibert Severance Claim Not Entitled to Admin Status
BLUEJAY PROPERTIES: Reaches Settlement with BBOK & Kaw Valley
BROOKFIELD GROUP: 401k Plan Members' Response Deadline Due July 1
BUCCANEER RESOURCES: Case Summary & 30 Top Unsecured Creditors
BUNDY CANYON: Consolidated With Asset Resolution Case

CASA CASUARINA: Confirms Amended Reorganization Plan
CENTURY FABRICATORS: Case Summary & Top Unsecured Creditors
CHARLES FRANCIS PATERNO: ArborOne Loses Bid to Convert Case
CHEYENNE HOTEL: Court Dismisses Suit Against Colorado Casualty
CHA CHA ENTERPRISES: Court Won't Stay Plan Order Pending Appeal

CODERE SA: Spanish Casino Co. Extends Talks Over $1.3B Debt
CONNECTEDU INC: Wins Approval to Sell CoursEval Without Auction
CONSOLIDATED MERIDIAN: Suit v. Berg, Moss Adams Reinstated
DETROIT, MI: Some Retirees Sent Wrong Bankruptcy Ballots
DETROIT, MI: Early Returns Show Support for Bankruptcy Plan

DFC GLOBAL: S&P Assigns 'B' Rating to Proposed 6-Yr. Sr. Notes
DIGERATI TECHNOLOGIES: Plan Directors Need to Be 'Disinterested'
DIKA-ROCKFORD: Case Summary & 16 Largest Unsecured Creditors
DOLLAR FINANCIAL: Moody's Affirms 'B2' Corporate Family Rating
E & C FASHION: Voluntary Chapter 11 Case Summary

E H MITCHELL: Case Dismissal Hearing Moved to June 18 Afternoon
EARL GAUDIO: Court Approves Martin Auction Services as Auctioneer
ECOTALITY INC: Settlement Resolving Nissan Claims Approved
EDGENET INC: Ex-Principals Want More Time to Bid in Ch. 11 Auction
ENERGY FUTURE: Bid to Transfer Case to Texas Court Denied

EVERGREEN INTERNATIONAL: Gets Nod on $5-Mil. Asset Sale
FL 6801: Lehman Subsidiary Commences Ch. 11 for Miami Hotel
FL 6801 SPIRITS: Case Summary & 13 Largest Unsecured Creditors
GARY L REINERT: Court Denies Bankruptcy Discharge
GENERAL MOTORS: Ignition-Switch Compensation Plan Weeks Away

GENERAL MOTORS: Engineer Talks to Investigators
GENERAL MOTORS: Has Made $22.6B While Taxpayers Lost $10.6B
GRIDWAY ENERGY: Seeks OK for Ch. 11 Settlement with Creditors
HILLMAN GROUP: S&P Affirms 'B' CCR & Removes From Watch Negative
HUNTSMAN INTERNATIONAL: Moody's Keeps B1 Rating Over Add-on Notes

IGPS COMPANY: Purchaser Is Being Legally Taxed, Says NY AG
INSTITUTO MEDICO: Monge Robertin Approved as Restructuring Advisor
JACK COOPER: Moody's Lowers Corporate Family Rating to 'B3'
JAMES RIVER: Seeks to Pay $2.7-Mil. Bonuses to Executives
JOHNSON CITY, TN: Moody's Hikes Revenue Bond Rating to 'Ba1'

JORENE E MIZE: Frazee Law Group Allowed $45,000 in Fees
LEVEL 3: Fitch Raises Issuer Default Rating to 'B+'
LEWER LIFE: A.M. Best Affirms 'B' Financial Strength Rating
LIGHTSQUARED INC: Garmin Moves to Dismiss Contract Claims
LONGVIEW POWER: Revises Bankruptcy Exit Plan

MALAYSIA AIRLINES: Union Calls for CEO to Resign
MATERIAL MANAGEMENT: Judge Converts Case to Chapter 7
MBE CHARLESTON: Case Summary & 12 Largest Unsecured Creditors
MF GLOBAL: PWC Raises Equal Fault Defense in Suit
MI PUEBLO: Court Won't Stay Confirmation Order Pending Appeal

MONTANA ELECTRIC: Plan Confirmation Hearing Moved to June 13
NEW STREAMWOOD: Voluntary Chapter 11 Case Summary
NORTH STAR CHARTER: S&P Lowers Facility Revenue Bonds Rating to D
P.F. CHANG'S: Moody's Lowers Corporate Family Rating to 'B3'
PHILADELPHIA ENTERTAINMENT: Says Pennsylvania Owes $50-Mil.

PILGRIM'S PRIDE: Said to Raise Bid for Hillshire
PROSPECT SQUARE: Conundrum Group Approved as Special Counsel
QIMONDA AG: Risk To Patent Portfolios May Diminish Ch. 15 Allure
QUANTUM FOODS: Gets OK To Hire Liquidation Agent
RED OAK: S&P Affirms 'B+' Rating on $384MM Sr. Secured Bonds

REFCO PUBLIC: Hires American Legal as Administrative Advisor
RESTAURANT INTERIORS: Case Summary & 20 Top Unsecured Creditors
RIH ACQUISITIONS: Caesars Flips Atlantic Club To Florida Hotelier
SALUTARIS DIALYSIS: Suit vs. Bankr. Counsel Goes to Trial
SEASONS PROMENADE: Voluntary Chapter 11 Case Summary

SEVEN COUNTIES: Entitled to Ch.11 Relief & Rejects KERS Contract
SHEARER'S FOODS: Moody's Confirms 'B2' CFR; Outlook Negative
SHEARER'S FOODS: S&P Affirms 'B' CCR & Removes From Watch Neg.
SHENGDATECH INC: Trust May Amend Malpractice Suit v. Baker Tilly
SLAVIE FEDERAL SAVINGS: Maryland Bank Failure is 9th in 2014

SOUTHERN STAR: S&P Assigns 'BB+' Rating to $450MM Notes Due 2022
SPECIALTY HOSPITAL: U.S. Trustee Seeks Dismissal of Bankruptcy
ST CATHERINE HOSPITAL INDIANA: Dist. Court Rules in FSSA Appeal
SUNSTONE CORPORATION: Voluntary Chapter 11 Case Summary
TAM OF ALLEGHENY: Liquor License to Be Sold Off June 10

TELEXFREE LLC: Will Have Chapter 11 Trustee
TELEXFREE LLC: Says Portions of TRO Violate Automatic Stay
TELEXFREE LLC: Wants Until June 16 to File Schedules & Statements
TELEXFREE LLC: Gordon Silver Approved as Bankruptcy Counsel
TELEXFREE LLC: Greenberg Traurig Okayed as Bankruptcy Co-Counsel

TELEXFREE LLC: Reaching Out to Investors, Creditors
TRI POINTE: Moody's Assigns First Time B1 Corporate Family Rating
TRI POINTE: S&P Assigns B+ CCR & Rates Proposed $800MM Notes BB-
TUCKER & SONS: Case Summary & 6 Largest Unsecured Creditors
UNITED CONTINENTAL: S&P Affirms 'B' CCR; Outlook Stable

UNITED SECURITY: A.M. Best Affirms 'C-' Finc'l Strength Rating
UNIVERSITY HEMATOLOGY: Case Summary & 19 Top Unsecured Creditors
USEC INC: Disclosure Statement Hearing Adjourned to July 7
VALEANT PHARMACEUTICALS: Moody's Keeps Rating over Allergen Deal
WALDMAN DIAMONDS: Files to Stop Seizure by Bank Leumi

* Brokers Dodge Customer Complaints with Bankruptcy
* Circuit Rules on Preservation of Voided Mortgage

* Efforts to Curb College Costs Face Resistance
* Wells Fargo Can't Shake L.A. Lawsuit Over Predatory Loans
* LBOs Account for Nearly A Third of Defaults Since Crisis

* Pa. Lawyer, Client Charged By Feds in Bankruptcy Fraud

* Hangley Atty in Line to Nab Fed Bankruptcy Judgeship


                             *********


11850 DEL PUEBLO: Hearing on Case Dismissal Bid Moved to June 18
----------------------------------------------------------------
A status conference on the management of 11850 Del Pueblo, LLC's
Chapter 11 case and its motion for dismissal of its Chapter 11
case is continued to June 18, 2014 at 11:00 AM, before Judge
Robert N. Kwan of the U.S. Bankruptcy Court Central District of
California.

The Debtor sought for the dismissal of its case following the
resolution of the two-party dispute that brought it to bankruptcy.
The Debtor commenced the case in September 2012, in response to
precipitous action taken by its secured lender in the midst of
what the Debtor believed to be good faith negotiations concerning
the restructuring of the secured debt on the shopping mall, owned
and operated by the Debtor, located at 11820-11850 Valley
Boulevard, in El Monte, California.

After the case was filed, negotiations between the Debtor and the
secured lender resumed and in October 2013, they reached agreement
on terms and conditions for a consensual sale of the Property and
an allocation of the sale proceeds.  The Property has now been
sold and the lender has since been paid its share of the proceeds,
and the disputes between the Debtor and the secured lender have
otherwise been resolved.

The U.S. Trustee has objected to the motion to dismiss, arguing
that the Debtor must pay the quarterly U.S. Trustee fees prior to
the dismissal of the Chapter 11 case.

                     About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Court eventually dismissed the bankruptcy case on Oct. 12,
2012, due to the Debtor's failure to timely file certain necessary
documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15, 2012.  Bankruptcy Judge Robert N. Kwan presides over
the case.

Patrick Galentine is the duly appointed state court receiver and
custodian for the Debtor.  Craig A. Welin, Esq., and Reed S.
Wadell, Esq., serve as bankruptcy counsel for the receiver.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


3333 MAIN: SA Challenger Wins Chapter 7 Conversion
--------------------------------------------------
SA Challenger, Inc., won conversion of the Chapter 11 case of 3333
Main, LLC, to a case under Chapter 7 of the Bankruptcy Code.
Challenger, an under-secured creditor of the Debtor, objects to
certain unsecured claims and sought Chapter 7 conversion.  The
Debtor disputes Challenger's standing to object and opposed the
conversion motion.

Bankruptcy Judge Alan H.W. Shiff's May 29, 2014 Memorandum and
Order, siding with Challenger, is available at http://is.gd/C1Lazd
from Leagle.com.

3333 Main, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.
Conn. Case No. 13-51533) on Sept. 30, 2013.  The Debtor filed
together with the petition the required schedules, including
"Schedule F - Creditors Holding Unsecured Nonpriority Claims".
The Debtor scheduled 15 unsecured creditors on Schedule F.
Challenger was scheduled by the Debtor as a creditor holding a
secured claim of $1,352,000 of which $492,000 was an unsecured
portion.

On Dec. 6, 2013, the Debtor filed amended schedules, including an
Amended Schedule D, which continued to list Challenger's secured
claim as $1,352,000, but amended the unsecured portion of that
claim to $977,000 and included the following notation: "Value to
be determined by appraisal".

On Jan. 27, 2014, Challenger filed a proof of claim, with
different numbers than those scheduled by the Debtor, by asserting
a claim of $1,184,362.98, of which it designated $860,000.00 as
secured and $324,362.98 as unsecured.

On Feb. 14, 2014, with one exception, Challenger filed objections
to the claims of each of the Schedule F Creditors.  On March 7,
2014, the Debtor opposed the Claims Objections.

None of the Schedule F Creditors responded to the Claims
Objections.

The unsecured creditors listed on Schedule F are: (1) 3333 Main
Street, LLC Loan $1.00 (2) Bank of America Loan $1.00 (3) Branford
Railside, LLC Loan $1.00 (4) Dahill Donofrio Subordination/
Indemnification for Mortgage debt $1,100,000.00 (5) Equity Release
Hldg Corp. Loan $50,000.00 (6) Equity Release Hldg Corp. Loan
$200,000.00 (7) GF Mortgage Corp. Loan $421,000.00 (8) Gus Curcio
Loan $250,000.00 (9) Gus Curcio Loan $60,000.00 (10) Ironworks
Dev'l Loan $1.00 (11) Leonard Paoletta Loan $100,000.00 (12) Lou
Cirillo Loan $50,000.00 (13) Paul Van Stone Loan $50,000.00 (14)
People's United Bank Loan $1.00 (15) Starter Homes, LLC Loan
$1.00.

Challenger did not object to the claim of People's United Bank.

On Dec. 30, 2013, the Debtor filed a Disclosure Statement and a
Plan of Reorganization.  On Feb. 14, 2014, Challenger filed the
Motion to Covert Case to Chapter 7 or Dismiss Case with In Rem
Relief.  The Debtor objected on March 7, 2014.

On Feb. 19, 2014, the Debtor filed a First Amended Disclosure
Statement and a First Amended Chapter 11 Plan to which Challenger
objected.  Hearings on the Claims Objections, Conversion Motion,
and Disclosure Statement were scheduled and continued to various
dates and ultimately were conducted on April 15.

Challenger objected to the Disclosure Statement on the basis that
the corresponding Plan is unconfirmable as a matter of law.

In relevant part, Challenger's Claims Objections cited
insufficient documentation and information.  The Debtor has failed
to provide any documentation to support the claim.

Challenger argues that conversion would be in the best interest of
the creditors since it would place a trustee in control of the
estate who could pursue possible avoidable transfers the Debtor's
principal is not likely to pursue.

The Debtor's Plan delineates three impaired classes of creditors:
the Town of Stratford's tax claim, Class 1; Challenger's secured
claim as the holder of a first mortgage on the Debtor's property,
Class 2; and holders of allowed general unsecured claims, i.e.,
"General Unsecured Creditors", Class 3.

Challenger stated that pursuant to its loan documents with the
Debtor, it is permitted to pay the Stratford tax claim, and that
it will pay the entire amount of that claim.  Under that scenario,
Challenger asserted that the Town of Stratford would not be the
holder of an impaired class of claims, and Class 1 would be
eliminated.  The Debtor did not challenge that conclusion.

Challenger, as a holder of a secured claim, and the only member of
Class 2, also stated that it would not accept the Plan.
Confirmation of the Plan, therefore, depends of whether Class 3
accepts the Plan.  That determination turns on who are the holders
of allowed unsecured non-priority claims.

According to the Court, the membership of a class of claims is not
necessarily defined by a debtor plan proponent's schedules, but
rather by those who are determined to be bone fide members of that
class. To hold otherwise would permit a debtor plan proponent to
manipulate the confirmation process by populating an impaired
class through its schedules to ensure compliance with 11 U.S.C.
Sec. 1129(a)(10).

"It is noteworthy that although the Debtor did not list Challenger
as a holder of an unsecured claim on Schedule F, by its Schedule D
and Amended Schedule D, the Debtor recognized that a portion of
Challenger's claim is unsecured.  That is, by its own Schedules,
the Debtor concedes that Challenger is a holder of both a secured
and an unsecured claim.  As such, Class 3 includes Challenger as
the 16th member," the Court said.

The Court's order disallowing the claims of the Schedule F
Creditors leaves two unsecured creditors in Class 3: People's
United Bank with a $1.00 claim, and Challenger with the under-
secured portion of its claim, which is at least $977,000.
According to the Court, since neither Challenger's actual proof of
claim nor People's deemed proof of claim has been objected to,
both are deemed allowed.  As such, Challenger and People's may
accept or reject the Debtor's Plan.  However, since Challenger has
stated that it will not vote in favor of the Debtor's Plan, even
if People's were to accept the Plan, the Debtor could not satisfy
the mandatory amount and number requirements of Sec. 1126(c).
Consequently, it is impossible for the Debtor to secure an
impaired class which will vote to accept its Plan, and as a matter
of law, the Debtor's Plan is unconfirmable, the Court said.

Counsel to the Debtor is:

     James M. Nugent, Esq.
     HARLOW, ADAMS & FRIEDMAN, P.C.
     One New Haven Avenue, Suite 100
     Milford, CT 06460

Counsel for SA Challenger is:

     Scott D. Rosen, Esq.
     Cohn Birnbaum & Shea P.C.
     100 Pearl Street, 12th Floor
     Hartford, CT 06103
     Tel: 860-493-2220
     E-mail: srosen@cbshealaw.com


ACE AVIATION: Claims Bar Date Set for July 18
---------------------------------------------
Any claims against ACTS LP or its general partner, 4378555 Canada
Inc., must be submitted to Ernst & Young Inc., the court-appointed
liquidator for Ace Aviation Holdings Inc.

ACE is in liquidation proceedings pursuant to the Canada Business
Corporations Act before the Quebec Superior Court.

Completed proofs of claim must be received by the Monitor by 5:00
p.m. (prevailing Eastern Time) on July 18, 2014.

Additional information is available at
http://www.ey.com/ca/aceaviationor by contacting the liquidator
by telephone at 1-855-279-8388 or 416-493-444 or by fax at 1-416-
943-3300


ADVANCED MICRO: Moody's Rates $400MM Senior Unsecured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Advanced Micro
Devices, Inc.'s proposed $400 million, ten-year, senior unsecured
note. Net proceeds received from the offering will be used to
repurchase AMD's senior unsecured notes due 2017.  The outlook is
stable.

The stable outlook reflects AMD's prospects for improving
operating performance and a better liquidity profile over the next
year as the company continues to reorient its business model to
address markets beyond its core, legacy personal computer market
that include the faster growing, embedded and semi-custom chips,
dense server, professional graphics and ultra low power end
markets.

Ratings Rationale

The B2 corporate family rating reflects AMD's prospects for
improved profitability, free cash flow generation, good liquidity
and lower leverage over the intermediate term. AMD is targeting to
grow the faster growing segments mentioned above from roughly 30%
of revenue in the second half of 2013 (10% in 2012) to 40%-50% of
its revenue over the next two years. Driven by design wins and
strong demand for Microsoft's Xbox and Sony's PS4 gaming consoles
that have multi-year product cycles, Moody's expect revenue growth
in semi-custom chips over the intermediate term. With profit
margins in mid-teens, as compared to a slight loss for its legacy
microprocessor business, Moody's expect continued execution of its
product roadmap will lead to better overall profitability for AMD
over the intermediate term.

Partially offsetting AMD's improving product mix development is
the ongoing weak demand conditions in the personal computer
market, particularly in the lower end segments where tablet
devices continue to take wallet-share. Combined with Moody's
expectations that the market leader, Intel, will remain
aggressive, AMD will be challenged to achieve profitability in
this segment over the next year after losing $22 million in 2013.
Recent design wins for AMD's dense server chips for mega data
center applications (with Verizon) are promising, but Moody's
expect revenue contribution from this part of the server market
will be very modest for AMD over the next 12-18 months as design
cycles and customer validation and acceptance for mission critical
server components are long.

The company achieved its goal of quarterly operating costs in the
third quarter of last year and Moody's expect AMD will sustain
quarterly operating costs between $420 million and $450 million in
2014 (excluding intangible amortization and any restructuring
charges). With gross margins approximating 35%, the company should
achieve modest profitability, positive free cash flow, and
improving credit metrics, with adjusted debt to EBITDA below 5x
over the next year, as compared to 5.7x at year end 2013.

With $982 million of cash and marketable securities as of March
2014, and Moody's expectation that the company will be modestly
free cash flow positive over the next year, AMD has good
liquidity. AMD also has access to a $500 million committed, asset-
backed, secured revolving credit facility that matures November
2018. After considering the $200 million payment AMD made to its
foundry partner (GlobalFoundries) in the first quarter of fiscal
2014, and the traditionally stronger second half, Moody's expect
AMD's 2014 year- end cash balances will approximate $1 billion.
Management's minimum target cash balance is $600 million. Moody's
do not anticipate any other cash payments by AMD to
GlobalFoundries outside of normal course wafer supply purchases
over the next year. After a $42 million note (unrated) matures May
2015 and after tendering for the $452 million note due 2017, AMD's
next debt maturity is not until 2019, when a $600 million note
matures.

Considering AMD's improving prospects that lead to the stable
outlook, expectations of minimal usage under the secured revolver
and that all of AMD's obligations are unsecured other than the
revolver, there was an over ride on the Loss Given Default output
resulting in the affirmation of the senior unsecured rating at B2.

Rating assigned:

$400 million senior unsecured notes due 2024 at B2 (LGD4-57%)

What Could Change the Rating -- DOWN

The rating could be lowered if AMD's cash and liquid investments
are likely to be sustained below $800 million, if the company is
unlikely to achieve positive free cash flow over the next year, or
if total debt increases other than for temporary working capital
needs.

What Could Change the Rating -- UP

The rating is not likely to be raised over the near term. Longer
term, the rating could be raised if AMD is able to sustain revenue
growth with Moody's adjusted EBITDA margins above 10%, while
maintaining cash and liquid investments in excess of $1 billion
and achieving adjusted debt to EBITDA below 4 times.

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


ADVANCED MICRO: S&P Assigns 'B' Rating to Sr. Notes Due 2024
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Advanced Micro Devices
Inc.'s (AMD) senior unsecured notes due 2024 a 'B' issue-level
rating, with a recovery rating of '3', indicating S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.

S&P expects the company to use proceeds from the new notes to
refinance the 8.125% senior unsecured notes due 2017, which the
company has launched a tender offer to repurchase.  S&P plans to
withdraw its rating on the 2017 notes pending successful
completion of the tender.  S&P's 'B' corporate credit rating and
positive outlook on AMD remain unchanged.

RATINGS LIST

Advanced Micro Devices Inc.
Corporate Credit Rating           B/Positive/--

New Rating

Advanced Micro Devices Inc.
Senior Unsecured
  Notes due 2024                   B
   Recovery Rating                 3


AMERICAN INTERNATIONAL: Former Chief Must Face N.Y. Suit
--------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that Maurice
"Hank" Greenberg, the former chairman of American International
Group Inc., lost a bid to throw out the New York attorney
general's 2005 lawsuit over alleged sham transactions intended to
inflate the insurer's financial health.

According to the report, Manhattan Supreme Court Justice Charles
Ramos ruled on May 29 that the case can proceed to trial.  The
state claims Greenberg and former AIG Chief Financial Officer
Howard Smith bear responsibility for sham transactions with
General Reinsurance Corp. in 2000 and 2001 that inflated AIG's
loss reserves by $500 million, the report related.

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


ALCOA INC: US Tax Court Says Trusts Not Liable for Company's Debts
------------------------------------------------------------------
Law360 reported that the U.S. Tax Court ruled that several trusts
for heirs to the Reynolds Metal Co. fortune aren't responsible for
paying unpaid income taxes for a Virginia-based personal holding
company whose stock they sold because they aren't liable under
state law.

According to the report, the personal holding company held stock
in Alcoa Inc. and the Internal Revenue Service alleged that the
trusts sold the personal holding company's stock in order to avoid
corporate tax on the Alcoa stock distributions. The agency said
the court should apply a substance-over-form doctrine and treat
the transactions as one, but the tax court declined, saying
Virginia law doesn't apply that doctrine, the report related.

The case is Julia R. Swords Trust et al. v. Commissioner of
Internal Revenue, case number 142 TC No. 19 in the U.S. Tax Court.

                        *     *     *

The Troubled Company Reporter, on April 15, 2014, reported that
Fitch Ratings has downgraded the ratings for Alcoa Inc. (NYSE: AA,
Alcoa) including its Issuer Default Rating and senior unsecured
debt to 'BB+' from 'BBB-'.  The Rating Outlook is Stable.


ARCTIC GLACIER: Unitholders' Meeting in Toronto on Aug. 11
----------------------------------------------------------
Arctic Glacier Income Fund, Arctic Glacier Inc., Arctic Glacier
International Inc., and its subsidiaries, and Glacier Valley Ice
Company L.P. have filed with the Manitoba Court of Queen's Bench
(Winnipeg Centre) a plan of compromise or arrangement dated May
21, 2014, as amended, pursuant to the Companies' Creditors
Arrangement Act (Canada).

A meeting of the Applicants' unitholders will be held at the
offices of Osler, Hoskin & Harcourt LLP in Toronto on Aug. 11,
2014, beginning to 10:00 a.m. (Toronto time) for the purpose of
considering and voting on a resolution to approve the Plan.  The
Meeting is being held pursuant to a May 21 order by the Hon. Madam
Justice Spivak.

To become effective in respect of the unitholders, the proposed
resolution to approve the Plan must receive affirmative votes of
more than 66-2/3% of the votes attached to the Trust Units
represented by the Unitholders' Meeting and cast in accordance
with the May 21 Meeting Order.

The separate deemed vote by Affected Creditors in favor of the
Plan, pursuant to the Aug. 11, 2014, meeting of Affected
Creditors, does not affect the ability of any Affected Creditor to
make submission at any motion to sanction the Plan, including in
respect of the quantum of the Unresolved Claims Reserve or in
respect of the proposed treatment of interest on Proven Claims
that will be set out in the order being sought to sanction the
Plan.

The order sanctioning the Plan will be sought in a motion to be
brought by the Applicants on Sept. 5, 2014, or at a later date as
is set by the Court.

Proxy materials for review by the Unitholders may be accessed
through:

     http://is.gd/1t1bMy

The Court-appointed Monitor for Arctic Glacier may be reached at:

     Alvarez & Marsal Canada Inc.
     Royal Bank Plaza, South Tower
     200 Bay Street, Suite 2900, P.O Box 22
     Toronto, ON Canada M5J 2J1
     Attn: Melanie MacKenzie
     Tel: 416-847-5158
     Fax: 416-847-5201
     E-mail: mmackenzie@alvarezandmarsal.com


ARCTIC GLACIER: Affected Creditors' Meeting in Toronto on Aug. 11
-----------------------------------------------------------------
Arctic Glacier Income Fund, Arctic Glacier Inc., Arctic Glacier
International Inc., and its subsidiaries, and Glacier Valley Ice
Company L.P. have filed with the Manitoba Court of Queen's Bench
(Winnipeg Centre) a plan of compromise or arrangement dated May
21, 2014, as amended, pursuant to the Companies' Creditors
Arrangement Act (Canada).

A meeting of the Applicants' Affected Creditors will be held on
Aug. 11, 2014, for the purpose of voting on a resolution to
approve the Plan.

The Meeting is being held pursuant to a May 21 order by the Hon.
Madam Justice Spivak.

The Deemed Vote does not affect the ability of any Affected
Creditor to make submissions at any motion to sanction the Plan,
including in respect of the quantum of the Unresolved Claims
Reserve or in respect of the proposed treatment of interest
afforded on Proven Claims that will be set out in the order being
sought to sanction the Plan.

The order sanctioning the Plan will be sought in a motion to be
brought by the Applicants on Sept. 5, 2014, or at a later date as
is set by the Court.

Proxy materials for review by the Unitholders may be accessed
through:

     http://is.gd/1t1bMy

The Court-appointed Monitor for Arctic Glacier may be reached at:

     Alvarez & Marsal Canada Inc.
     Royal Bank Plaza, South Tower
     200 Bay Street, Suite 2900, P.O Box 22
     Toronto, ON Canada M5J 2J1
     Attn: Melanie MacKenzie
     Tel: 416-847-5158
     Fax: 416-847-5201


ARMORWORKS ENTERPRISES: Fourth Amended Plan Filed
-------------------------------------------------
Debtors Armorworks Enterprises LLC, and TechFiber LLC on May 27,
2014, filed with the U.S. Bankruptcy Court for the District of
Arizona a Fourth Amended Joint Plan of Reorganization and
explanatory Fourth Amended Disclosure Statement.  The Debtors are
co-proposing the Plan with ArmorWorks Inc., and William J.
Perciballi.

AWI is the majority member of ArmorWorks with a 60% interest.
C Squared Capital Partners, L.L.C. owns a 40% minority interest in
ArmorWorks.  Perciballi is a Manager and Founder of ArmorWorks.

According to the Disclosure Statement, the Plan provides that on
the Effective Date, in exchange for 100% of the equity interests
in reorganized AWE, a plan investor will: (a) contribute
$3,000,000 in cash to AWE for payment of claims and administrative
expenses; (b) cause Perciballi and AWI to contribute to
Reorganized AWE all intellectual property used in the businesses
of the Debtors that is owned or controlled by Perciballi or AWI;
and (c) fund the payment of certain obligations of AWI.  Also on
the Effective Date, (d) investor will contribute the equity
interests in Reorganized AWE to AWI, along with certain cash, and
will receive 67.5% of the common equity and 100% of the class A
preferred equity in AWI; (e) Perciballi will receive 22.5% of the
common equity in AWI; and (f) 10% of the common equity in AWI will
be reserved for a management bonus pool.  Concurrent with the
closing of the corporate restructuring transactions, Perciballi
will receive additional funds from investor to: (i) fund in full a
settlement with  C Squared; (ii) fund the purchase of the
intellectual property owned by AWI or Perciballi being contributed
to Reorganized AWE in the Corporate Restructuring Transactions;
(iii) repay working capital loans made by Perciballi to ArmorWorks
Canada; and (iv) fund other items.

The Plan will be funded from ongoing business operations and from
the proceeds of the sale of assets deemed to be no longer
necessary to the ongoing operations of the business.  The Debtors
also may obtain a working capital line of credit to replace the
DIP Facility.

A copy of the Fourth Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/ARMORWORKSENTERPRISES_630_4ds.pdf

The Debtors are represented by:

         John R. Clemency, Esq.
         Todd A. Burgess, Esq.
         GALLAGHER & KENNEDY, P.A.
         2575 East Camelback Road
         Phoenix, AZ 85016-9225
         Tel: (602) 530-8000
         Fax: (602) 530-8500
         E-mails: john.clemency@gknet.com
                  todd.burgess@gknet.com

ArmorWorks, Inc. and William J. Perciballi are represented by:

         Susan G. Boswell, Esq.
         Lori Winkelman, Esq.
         QUARLES & BRADY LLP
         One South Church Avenue, Suite 1700
         Tucson, AZ 85701-1621
         Tel: (520) 770-8713
         Fax: (520) 770-2222
         Mobile: (520) 349-6644
         E-mail: Susan.Boswell@quarles.com
                 Lori.Winkelman@quarles.com

                   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.


BABCOCK & WILCOX: Moody's Affirms 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family rating
and Ba2-PD probability of default rating of The Babcock & Wilcox
Company (B&W). At the same time, Moody's downgraded the company's
senior secured credit facility rating to Baa3 from Baa2 and
assigns a Baa3 rating on $300 million term loan, to reflect the
amendment of that facility. The amended facility will have an
increased revolving borrowing capacity of $1 billion and a new
$300 million term loan. The rating downgrade reflects the
additional borrowing capacity along with a reduced underfunded
pension liability as a loss absorbing buffer. The proceeds from
the new term loan will be used to pay off borrowings on the
current $700 million revolver, including funds used for the
acquisition of MEGTEC, and to cover estimated transaction fees and
expenses. Moody's has assigned a Speculative Grade Liquidity
Rating of SGL-1 to reflect B&W's very good liquidity. The outlook
remains stable.

The following ratings were affected in this rating action:

Assignments:

Issuer: Babcock & Wilcox Company

Speculative Grade Liquidity Rating, Assigned SGL-1

Senior Secured Revolving Credit Facility, Due 2019, Assigned
Baa3 (LGD2, 22 %)

Senior Secured Term Loan, Due 2019, Assigned Baa3 (LGD2, 22 %)

Outlook Actions:

Issuer: Babcock & Wilcox Company

Outlook, Remains Stable

Affirmations:

Issuer: Babcock & Wilcox Company

Probability of Default Rating, Affirmed Ba2-PD

Corporate Family Rating, Affirmed Ba1

Issuer: Babcock & Wilcox Company

Senior Secured Revolving Credit Facility, Due 2017 (withdrawn at
release of new facility)

Ratings Rationale

The affirmation of B&W's corporate family rating reflects its
enhanced focus on acquisitive growth, which was demonstrated by
its definitive agreement to acquire MEGTEC for $155 million.
MEGTEC designs, engineers, manufactures and services air pollution
control systems and coating/drying equipment and generated 2013
revenues of $176 million with EBITDA margins north of 10%. This
acquisition appears to be a good strategic fit for B&W since it
extends its reach into the industrial area for pollution control
equipment and enhances MEGTEC's ability to pursue additional
sizeable project opportunities utilizing B&W's installation teams
and financial backing. B&W indicated that this acquisition will
not limit its pursuit of additional acquisitions. The company
plans to fund its growth initiatives and shareholder returns and
with existing cash balances, free cash flow and borrowings on its
amended senior secured revolving credit facilities.

The amended $1.3 billion revolving credit facilities will extend
B&W's debt maturities and enhance the company's liquidity profile.
The amendment will extend the maturity of the facility to 2019
from 2017. It will also increase the company's borrowing capacity
by $600 million and result in about $450 million of additional
liquidity. B&W's senior secured rating is one notch higher than
its corporate family rating because the credit facility is secured
by the assets of the Power Generation and Nuclear Energy segments,
has guarantees provided by the Nuclear Operations and Technical
Services segments, and is senior to roughly $390 million in
underfunded pension liabilities.

B&W's Ba1 corporate family rating also reflects the high barriers
to entry for its US government nuclear operations, which typically
accounts for about 55% to 65% of its segment income. The rating
also considers its conservatively leveraged balance sheet,
consistently positive free cash flow generation and very good
liquidity profile. However, the rating reflects the shareholder
friendly initiatives and growth aspirations that may cause its
financial metrics to weaken. Meaningful cyclical and regulatory
exposures in the Power Generation segment, the potential for cost
overruns related to the company's fixed-price contracts,
significant dependence on US Government spending and its
relatively small scale also weigh on the rating.

The company is expected to maintain good liquidity even if it only
draws $150 million on the term loan since it will have no
borrowings outstanding on the amended revolver. It is possible
that B&W could draw only $150 million on the term loan at closing
since it has a delayed draw option on $150 million that expires on
December 31, 2014. The company had $746 million of liquidity on
March 31, 2014 including $219 million of unrestricted cash and
investments and $527 million of availability on its $700 million
revolver, which had only $15 million of borrowings and $158
million of letters of credit outstanding.

While the establishment of additional borrowing capacity enhances
B&W's liquidity, it also indicates the company's willingness to
take on additional debt to fund growth initiatives and shareholder
friendly actions. B&W raised its quarterly dividend by 25% in
November 2013, which will result in annual dividend payments of
about $45 million. The company has also announced $750 million in
share repurchase authorizations and has repurchased a total of
about $269 million. The company has indicated a willingness to
continue buying shares and to potentially accelerate the pace of
repurchases in addition to pursuing growth initiatives.

B&W is expected to generate positive free cash flow in 2014 even
though its operating results will be under pressure due to
weakness in its Power Generation segment, the timing of orders in
the Nuclear Energy segment and the loss of contracts with the
National Nuclear Security Administration (NNSA). B&W will benefit
from reduced spending on its mPower small nuclear reactor program
and the acquisition of MEGTEC, but that will not be enough to
offset the weakness in other areas. Therefore, Moody's expect
B&W's adjusted EBITDA to decline by about 10% in 2014.

Babcock & Wilcox's credit metrics are expected to remain
supportive of its current rating. The company had minimal funded
debt of only $20 million on March 31, 2014 and its Moody's
adjusted debt of $467 million consists mostly of pension, and to a
lesser extent lease adjustments. The company's leverage ratio
remains low at only 1.2x (Debt/EBITDA) and its interest coverage
ratio remains high at 8.6x (EBITA/Interest Expense). However, the
expected decline in operating results and the pursuit of growth
initiatives and shareholder friendly actions will result in weaker
credit metrics in 2014, with its leverage ratio rising to around
1.5x to 2.0x and its interest coverage ratio declining to about
6.0x to 6.5x.

The stable outlook considers Moody's view that B&W is well
positioned in its rating and its operating margins should improve
in 2015 due to reduced mPower spending combined with the pursuit
of margin improvement initiatives. It also assumes that operating
results are likely to soften in the short-term and its credit
protection measures may weaken as the company pursues shareholder
friendly actions and growth initiatives.

A ratings upgrade is not likely in the near term, but could occur
should B&W maintain a conservative capital structure, preserve
ample liquidity and not pursue aggressive shareholder friendly
actions and growth initiatives. Key credit metrics associated with
an upgrade would include a Debt/ EBITDA ratio sustained below 2x
and cash and marketable securities above 75% of total Moody's
adjusted debt.

Downwards rating movement could occur if deteriorating operating
results or cost overruns, or the pursuit of aggressive shareholder
friendly actions and growth initiatives, lead to sustained
Debt/EBITDA greater than 3x or EBITA/Interest Expense of less than
5x.

The principal methodology used in these ratings was the Global
Construction Methodology published in November 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.

Headquartered in Charlotte, North Carolina, The Babcock & Wilcox
Company (B&W) is an energy-focused engineering and construction
company with a sizeable government business. The company reports
its results through five segments: 1) Power Generation (51% of LTM
revenue) provides coal-fired power generating systems, parts &
services and environmental control systems for utilities and
industrial customers, 2) Nuclear Operations (38%) produces naval
nuclear components and reactors for the US Department of Energy
(DOE)/ National Nuclear Security Administration (NNSA),
principally for the Virginia-class submarine and Ford-Class
carrier programs, 3) Nuclear Energy (8%) provides commercial
nuclear services and manufactures components for utilities, 4)
Technical Services (3%) together with its various joint venture
partners, operates facilities for the DOE/ NNSA and other US
government agencies and 5) mPower, which is developing a small
scale modular nuclear reactor. Consolidated revenue for the fiscal
year ended March 31, 2014 was $3.1 billion. About 80% of revenue
was generated in the US, 10% in Canada and the rest outside of
North America.


BABCOCK & WILCOX: S&P Affirms 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
corporate credit rating on Charlotte, N.C.-based The Babcock &
Wilcox Co. (B&W).  The outlook is stable.

At the same time, S&P assigned its 'BBB-' issue-level ratings and
'2' recovery ratings to the company's proposed $1 billion senior
secured revolving credit facility and $300 million senior secured
term loan A, both due 2019.  The '2' recovery ratings indicate
S&P's expectation that the debtholders have substantial recovery
prospects (70%-90%) in the event of a payment default.

Over the long term, S&P expects that B&W will benefit from its
strong competitive position in the North American coal-fired
boiler segment.  B&W is responsible for about 40% of the installed
boilers in domestic coal-fired power plants in the region, and S&P
believes this enables the company to generate significant
aftermarket sales.  In general, the same companies that install
the original equipment also provide service and replacements.
However, power generation demand depends mainly on the capital
expenditures of electric power-generating companies and other
steam-using industries.  Demand can also depend on environmental
legislation and regulation requirements, including potential
requirements applicable to carbon dioxide emissions.

The outlook is stable.  "B&W's solid credit metrics and 'adequate'
liquidity provide some headroom at the current rating for the
company's external growth strategy," said Standard & Poor's credit
analyst Robyn Shapiro.

Although unlikely, S&P could lower the rating if the company's
credit protection measures or liquidity were to decline
unexpectedly and significantly.  S&P could also lower the rating
if FOCF to total debt decreases dramatically from current levels
and remains below 15% for an extended period.  This could occur
if, for example, debt leverage increases as a result of the
company's external growth strategies or due to returning cash to
shareholders and, at the same time, an unanticipated project loss
or working capital swings occur due to the timing of project work.

The company's exposure to highly cyclical end markets and the
possibility for working-capital swings constrain the potential for
an upgrade.  An upgrade would likely require improvement in B&W's
business risk profile, such as a transition to a more predictable
business model, which would result in more-consistent levels of
free cash flow generation, or further diversification into less-
cyclical business lines.  An upgrade would also depend on a change
in S&P's assessment of the company's financial policy to "neutral"
from "negative," implying that the company would maintain its
conservative credit metrics in lieu of debt-financed acquisitions
or share repurchases.  However, S&P do not believe this is likely
to occur over the next 12 months.


BAYONNE ENERGY: Moody's Rates $530MM Senior Secured Debt 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Bayonne
Energy Center LLC's (BEC or the Borrower) proposed $530 million
senior secured first lien credit facilities. The facilities
consist of a $500 million term loan due 2021 and a $30 million
senior secured revolving credit facility due 2019. The rating
outlook is stable.

BEC is a 512 MW 8-unit dual-fuel simple-cycle power plant located
in Bayonne, New Jersey (the project), that delivers power into the
New York City electric grid through a 7-mile dedicated submarine
cable. The project's capacity factor has averaged approximately
30% since BEC achieved commercial operation in June 2012.

BEC is 50% owned by a subsidiary of ArcLight Energy Partners Fund
III, L.P., a fund managed by ArcLight Capital Partners, LLC
(ArcLight), and the remainder by affiliates of Hess Corporation
(Hess). Concurrent with the closing of the proposed credit
facilities, Hess will sell its ownership in BEC to an affiliate of
ArcLight resulting in ArcLight becoming the sole owner.

Proceeds from the proposed term loan will be used to repay
existing debt, fund the acquisition of Hess' 50% ownership in the
project, finance the contribution of ArcLight's tolling profits
from BEC and pay for certain transaction-related expenses.

Assignments:

Issuer: Bayonne Energy Center

Senior Secured Bank Credit Facility, Assigned Ba3

Senior Secured Bank Credit Facility, Assigned Ba3

Ratings Rationale

"The Ba3 rating is supported by the predictable contracted cash
flows that Moody's expect BEC to generate under existing tolling
agreements with a financially sound counterpart" said Moody's Vice
President Scott Solomon. "The rating also takes into consideration
the attractive location of the project within NY-ISO Zone J, which
provides premium energy, ancillary services and capacity pricing
given constraints in generating and delivering electricity to New
York City" added Solomon.

These positive credit attributes, however, are balanced by the
significant financial leverage being incurred by BEC,
uncertainties relating to future electric and capacity prices and
key financial metrics that are weak for the Ba-rating category.

Apart from the above mentioned transaction with Hess, BEC and Hess
will consummate a separate transaction that will result in its
rights and obligations under two existing tolling contracts with
BEC to be transferred to Direct Energy Business, LLC (Direct
Energy: not rated), a subsidiary of British-based Centrica plc
(Centrica: A3 senior unsecured, under review for possible
downgrade) prior to the closing of the proposed financing. Direct
Energy's payment obligations under the tolling contracts are
guaranteed by Centrica. The two tolling agreements provide Direct
Energy access to 62.5% of BEC's generating capacity in exchange
for a fixed monthly payment. The first contract is for 50% of
BEC's capacity, with initial tenors through June 1, 2017 (25%) and
June 1, 2022 (25%), respectively. The second contract is for 12.5%
of BEC's capacity, with a non-renewable tenor through June 1,
2019.

Additionally, the first contract's two tranches totaling 50% of
BEC's capacity may be extended at Direct Energy's option (the
Buyer Option) for two consecutive five year periods or, at BEC's
option (the Seller Option), for one five year period. The second
contract due June 1, 2019 does not have a renewal option. In the
aggregate, revenue from these contracts is expected to exceed $230
million during the tenor of the term loan, providing a strong
underpinning for credit quality.

Current and forecast market capacity prices are significantly
higher than the fixed capacity payments under the tolling
contracts. As such, Moody's current expectation is that Direct
Energy will extend the terms of the first contract for two
consecutive five year periods; through June 1, 2027 and June 1,
2032, respectively, for 50% of BEC's capacity. Should Direct
Energy not invoke the Buyer Option, BEC would have the option to
invoke a Seller Option, extending the tenor of the contracts for
an additional five year period at a contracted price equal to 85%
of pricing that would occur under a Buyer Option.

The remaining 37.5% of BEC's generating capacity or 192 MWs is
tolled by a separate subsidiary of ArcLight. However, pro forma
with the transaction, ArcLight will contribute its profits under
its tolling contracts to BEC, effectively rendering 37.5% of BEC's
generating capacity uncontracted, with the majority of merchant
cash flow coming from the sale of capacity into Zone J. NY-ISO
Zone J spot capacity prices have trended upward over the last
several seasonal auctions due to a combination of increases in the
demand curve reference price, Locational Minimum Installed
Capacity Requirement, and higher peak load forecasts. That said,
capacity pricing has demonstrated volatility in the past, and new
unmitigated supply, should it be built, as well as other
considerations could quickly pressure capacity prices over the
medium-term.

BEC's refinancing risk appears manageable. Various stress testing
suggested a range of $200-$275 million of term loan debt
outstanding at or near the 2021 maturity. Moody's consider this
amount re-financeable given that incremental contracted capacity
revenues under a Buyer Option alone would be in the range of $240-
250 million beyond the tenor of the current financing. Should
market capacity prices unexpectedly move significantly down such
that Direct Energy does not invoke the Buyer Option, BEC would
likely invoke a Seller Option, providing in that scenario, an
estimated $90 million of incremental contracted capacity revenues.

A key consideration for BEC's rating is the sizable amount of debt
being incurred, which results in projected key financial metrics
being somewhat weak for the rating category. Specifically, Moody's
believe that BEC's debt service coverage ratio and the ratio funds
from operations (FFO) to debt are expected to range from 1.7-2.0
times and 6-9%, respectively, through 2017, compared to the 2.5
times and 13%, that Moody's see more typically for low-Ba rated
power projects.

Lenders will be provided with project finance structural features
that include a six-month debt service reserve requirement and a
100% excess cash flow sweep requirement. The credit facilities
will be secured by a first lien on all tangible and intangible
assets of BEC and its subsidiaries.

BEC's rating is well-positioned within the Ba rating category. The
stable rating outlook reflects the predictability of BEC's near-
term cash flows primarily driven by tolling agreements with a
investment grade counterparty, the locational value that BEC
enjoys from premium merchant capacity, energy and ancillary
services sales, and the expectation of continued strong operating
performance.

In light of the high leverage and the related low financial
metrics, a rating upgrade is not likely in the near to
intermediate term. The rating could be upgraded should merchant
energy and capacity revenues materially exceed expectation
resulting in more rapid debt reduction.

The rating could be downgraded if BEC's operating performance is
substantially weaker than expected resulting in materially higher
operating costs or if merchant capacity and energy revenues are
well-below Moody's expectations leading to key financial metrics
falling to FFO-to-debt of 6% and a DSCR of 1.7x on a sustained
basis. Additionally, a decline in capacity prices that results in
Direct Energy not invoking a Buyer Option renewal in 2017 could
put downward pressure on BEC's rating.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Located in Bayonne, New Jersey, BEC is a 512 MW 8-unit dual-fuel
simple-cycle power plant currently 50% owned by a subsidiary of
ArcLight and the remainder by affiliates of Hess. While the
primary fuel is natural gas, the project is capable of running on
low sulfur diesel fuel. At financial close of the proposed credit
facilities, Hess will sell its interest in BEC to an ArcLight
affiliate such that ArcLight will own 100% of BEC.


BAYONNE ENERGY: S&P Assigns 'BB' Rating to $500MM Term Loan
-----------------------------------------------------------
Standard & Poor's Rating Services said it has assigned its
preliminary 'BB' senior secured rating and preliminary '2'
recovery rating to Bayonne Energy Center LLC's $500 million term
loan B and $30 million revolving credit facility.  The '2'
recovery rating indicates a high (70% to 90%) likelihood of
recovery of principal in a default scenario; the rating will be
finalized upon the receipt and review of final documentation.  The
outlook is stable.

Bayonne is a special-purpose, bankruptcy-remote entity that owns a
512-megawatt (MW) natural gas-fired power plant Bayonne, New
Jersey.  In May 2014, Hess Corp. agreed to sell its 50% interest
in the project to a subsidiary of ArcLight Energy Partners Fund
III L.P. ("ArcLight"), which already indirectly owned 50% of the
project.

"Bayonne is partially exposed to volatile energy and capacity
market prices but has mitigated some of this risk through
contracts and several operational characteristics that provide
some important competitive advantages over its peers," said
Standard & Poor's credit analyst Michael Ferguson.  A limited
track record of performance may offset these benefits, but Bayonne
has worked to mitigate operational risk through a long-term
service agreement with Rolls-Royce, the original equipment
supplier.

The composition of the cash flow fluctuates over time with the
expiration of some tolling agreements and as a result in changes
in power price assumptions, but the tolling agreement typically
provides around 50% of EBITDA.  Importantly, in S&P's view,
tolling agreement renewal options for both Bayonne and Direct
Energy partially protect the project in case of a sharp decline in
market prices at the initial termination date.

As a mid-merit facility with performance requirements under
tolling contracts, availability is crucial to credit quality.
Because of the relatively brief track record and capacity factors
in line with a mid-merit facility, S&P considers operational risk
to be "significant."

S&P also considers the project's financial risk to be
"significant."  The stable outlook reflects S&P's expectation that
Bayonne will likely generate generally stable cash flow during the
next few years under the tolling agreement and cash flows with
some variability from merchant energy and capacity sales in Zone
J, which is constrained from additional supply and thus favorable
to Bayonne.  S&P believes the LTSA will ensure that the turbines
achieve a high level of availability consistently such that
maximum allowable capacity payments are earned.

An improvement in the rating would require demonstrated operating
performance in line with our expectations and greater visibility
on Zone J capacity markets, and debt per kilowatt at maturity
should be materially below S&P's current expectation of about
$323.

Developments that could lead to a downgrade could be lower-than-
expected operational performance or downturns in market prices
that result in materially higher debt at maturity or in debt-
service-coverage ratios dropping below 1.5x consistently.


BERKS BEHAVIORAL: Court Rules on St. Joe's Sanctions Bid
--------------------------------------------------------
Bankruptcy Judge Stephen Raslavich granted, in part, the motion
filed by St. Joseph Regional Health Network, d/b/a St. Joseph
Medical Center (St. Joe), Catholic Health Initiatives, and
Bornemann Health Corporation d/b/a Bornemann Psychiatry
Associates, for sanctions against Berks Behavioral Health LLC for
failure to comply with the Court's Oct. 21, 2013 Order Compelling
Discovery.

The parties are embroiled in a dispute, BERKS BEHAVIORAL HEALTH
LLC Plaintiff, v. ST. JOSEPH REGIONAL HEALTH NETWORK D/B/A ST.
JOSEPH MEDICAL CENTER, ET AL Defendants, Adv. Proc. No. 10-00163
(Bankr. E.D. Pa.).  A copy of the Court's May 28, 2014 Opinion is
available at http://is.gd/uBvpJqfrom Leagle.com.

As reported by the Troubled Company Reporter on Dec. 9, 2013,
prior to bankruptcy, the Debtor Plaintiff entered into a
Management Services Agreement with Defendants St. Joseph Regional
and Bornemann Health Corporation d/b/a Bornemann Psychiatry
Associates.  Under the MSA, the Plaintiff operated a mental health
clinic and the Defendants provided administrative assistance and
other necessary services to that business.  As further inducement
to run the clinic, the Defendants are alleged to have promised the
Plaintiff that they would assist in the expansion of the practice.
The Complaint alleges that because the Defendants failed to
perform under the MSA, the business failed and the intended
expansion never occurred.

Berks Behavioral Health LLC, in Washington DC, a mental health
care provider, filed for Chapter 11 bankruptcy (Bankr. E.D. Pa.
Case No. 09-23317) on Dec. 24, 2009.  Judge Richard E. Fehling
presides over the case.  Albert A. Ciardi, III, Esq., and Holly
Elizabeth Smith, Esq., at Ciardi Ciardi & Astin, P.C., serve as
the Debtor's counsel.  In its petition, Berks Behavioral estimated
$1 million to $10 million in assets and debts.  The petition was
signed by Garry Hoyes, the Company's president.


BIG M: Seibert Severance Claim Not Entitled to Admin Status
-----------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth denied the request of Joel
Seibert, a former employee of Big M Inc., for an order granting
the Claimant's claim for an administrative expense on the grounds
that his severance pay is entitled to administrative priority
pursuant to 11 U.S.C. Sec. 503(b)(1)(A) of the Bankruptcy Code.

The Claimant argues that severance pay of $294,000 is an
administrative expense under section 503(b)(1)(A)(i), which should
be afforded administrative priority pursuant to section 503(a).
The Claimant contends that although the severance agreement
between the Claimant and the Debtor was not dependent on his
length of service, his claim is nevertheless entitled to
administrative expense priority because he provided necessary
post-petition services to the Debtor.

The Debtor contends that the Claim should not be afforded
administrative expense priority.  The Debtor asserts that the
severance agreement relates back to a prepetition agreement with
the Claimant, which did not arise due to length of service or in
lieu of notice for entitlement to severance; thus, the Claim must
be governed under the general rules effecting administrative
expense priority.

On May 23, 2013, substantially all of the Debtor's assets were
sold to YM, LLC, USA pursuant to an Asset Purchase Agreement dated
April 5, 2013.  The Debtor did not require the Purchaser to assume
the Claimant's Severance Agreement and thus, the Severance
Agreement was rejected.  The Claimant did not receive prior notice
of the Debtor's purported rejection of the Severance Agreement and
was terminated, along with all other employees of the Debtor, upon
a closing of the sale on or about May 28, 2013.  At the time of
the Claimant's termination, his salary was $235,000 per annum, and
he retained 31 weeks of accrued vacation prior to the Petition
Date.

Judge Steckroth held that the Claim relates back to a prepetition
severance agreement and was not an actual and necessary cost of
preserving the estate.  The Claim is not entitled to
administrative priority status under Sec. 503(b)(1)(A).

A copy of the Court's May 30, 2014 Opinion is available at
http://is.gd/iClc0zfrom Leagle.com.

Counsel for Joel Seibert is John P. Di Iorio, Esq., at Shapiro,
Croland, Resier Apfel & Di Iorio, LLP in Hackensack, New Jersey.

Counsel for the Debtor are Lowenstein Sandler LLP's Kenneth A.
Rosen, Esq., Mary E. Seymour, Esq., and Eric H. Horn, Esq., in
Roseland, New Jersey.

                       About Big M, Mandee,
                  Annie sez, and Afazxe Stores

Totowa, New Jersey-based Big M, Inc., filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus
Capital Partners, LLC, funding the Chapter 11 effort.  Judge
Donald H. Steckroth presides over the case.

At the time of the bankruptcy filing, Big M was the owner of
Mandee, Annie sez, and Afazxe Stores.  The Mandee brand is a
juniors fashion retailer with 84 stores in Illinois and along the
East Coast. Annie sez is a discount department-store retailer for
women with 35 stores. Afaze is 10-store jewelry and accessory
chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

Attorneys at Becker Meisel LLC serve the Debtor as conflicts
counsel.

The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Cooley
Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as
its financial advisor.

In mid-2013, the Bankruptcy Court authorized the Debtor to sell
substantially all of its assets to YM LLC USA, formerly known as
YM Inc USA.


BLUEJAY PROPERTIES: Reaches Settlement with BBOK & Kaw Valley
-------------------------------------------------------------
Bluejay Properties, LLC, asks the Bankruptcy Court to approve a
compromise and settlement with Bankers' Bank of Kansas, Kaw Valley
Bank and the individual members of the Debtor.

The bankruptcy case has been subject to significant disputes in
all aspects of the operations of the Debtor and the continued
litigation between the various creditors and the Debtor.  The
members of Bluejay Properties, LLC -- Opportune, LLC, comprised of
Brennan Fagan and Bill Skepnek, and Larkin Excavating, Inc., owned
by John Larkin -- have been subject to a lawsuit in Sedgwick
County demanding payment of the obligations of the Debtor under
certain guarantee agreements with Bankers' Bank of Kansas.  That
case has been ongoing since 2012.

In general, the agreement and settlement will:

   1. establish an allowed claim of Bankers' Bank of Kansas as a
secured claim, which in turn will provide an opportunity for
Bankers' Bank of Kansas to credit bid at an agreed auction sale of
the property.  At the same time the agreement resolves the
litigation between the Debtor, Bankers' Bank of Kansas, Kaw Valley
Bank and the members of Bluejay Properties.

   2. creditor Kaw Valley Bank would obtain compensation on part
of its claim in the case, and would provide for a judgment against
the Debtor for its claim.

   3. provide for the release of the individual members from their
guarantee agreements with Bankers' Bank of Kansas, and a release
from the guarantee suit in state court.

   4. leave the Debtor with only limited unsecured and contingent
claims that, upon information and belief, will be withdrawn or
satisfied by the settlement.  At the same time, the agreement
allows for the Debtor to satisfy administrative costs and to file
appropriate tax returns.

Under the settlement, University National Bank would be allowed to
protect its position by bidding over Bankers' Bank of Kansas at
the auction sale.  While it should not be allowed to credit bid,
as it is not owed money by the Debtor, it can preserve its
position by purchasing the property and paying off the likely bid
price by Bankers' Bank of Kansas.  By this, University National
Bank obtains all the rights that it negotiated for and obtained by
filing the second mortgage in the case.  University National Bank
has not obtained the right legally to obtain money in satisfaction
for its claim from the Debtor, only to look towards the real
property for satisfaction of its claim.

                     About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson LLP, in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.

There has been no official committee of unsecured creditors
appointed in the case.


BROOKFIELD GROUP: 401k Plan Members' Response Deadline Due July 1
-----------------------------------------------------------------
In the bankruptcy case entitled Brookfield Group, L.L.C., et al,
Case No. 04-40413-HJB (Bankr. D. Mass.), the Chapter 7 Trustee,
Anne J. White, was granted Court authority on May 20, 2014, to
issue newspaper notice to all former participants of the SCITECH
Plastics 401k Plan.

In March, the Chapter 7 Trustee filed a motion with the Court
seeking authority to pay certain retirement plan participants.
The Chapter 7 Trustee said it has received funds totaling roughly
$16,000 which are attributable to or relate to the terminated
SCITECH Plastics 401k Plan.

Former participants of the SCITECH Plastics 401k Plan who assert
an interest in the MFS Qualified Settlement Fund must file a
response with the United States Bankruptcy Court at 595 Main
Street, Worcester, MA 01608-2076 on or by no later than July 1,
2014.

Additional information is available at:

     http://www.scitechbrookfield.wordpress.com/

The Chapter 7 Trustee may be reached at:

     Anne J. White
     200 State Street
     Boston, MA 02109
     Tel: 617-263-2600
     E-mail: awhite@demeollp.com


BUCCANEER RESOURCES: Case Summary & 30 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                        Case No.
      ------                                        --------
      Buccaneer Resources, LLC                      14-60041
      11200 Westheimer, Suite 900
      Houston, TX 77042

      Buccaneer Energy Limited                      14-60042
      Level 9
      25 Bligh Street
      Sydney, Australia

      Buccaneer Energy Holdings, Inc.               14-60043
      11200 Westheimer, Suite 900
      Houston, TX 77042

      Buccaneer Alaska Operations, LLC              14-60044
      11200 Westheimer, Suit 900
      Houston, TX 77042

      Buccaneer Alaska, LLC                         14-60045
      215 Fidalgo Avenue, Suite 100
      Kenai, AK 99611

      Kenai Land Ventures, LLC                      14-60046
      215 Fidalgo, Suite 100
      Kenai, AK 99611

      Buccaneer Alaska Drilling, LLC                14-60047
      215 Fidalgo Avenue, Suite 100
      Kenai, AK 99611

      Buccaneer Royalties, LLC                      14-60048
      11200 Westheimer, Suite 900
      Houston, TX 77042

      Kenai Drilling LLC                            14-60049
      215 Fidalgo Avenue, Suite 100
      Kenai, AK 99611

Type of Business: Oil and gas company

Chapter 11 Petition Date: May 31, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Victoria)

Judge: Hon. David R Jones

Debtors' Counsel: Robert Andrew Black, Esq.
                  FULBRIGHT JAWORSKI LLP
                  1301 McKinney, Suite 5100
                  Houton, TX 77010-3095
                  Tel: 409-835-5011
                  Fax: 409-835-5177
                  Email: rblack@fulbright.com

                   - and -

                  Jason Lee Boland, Esq.
                  FULBRIGHT JAWORSKI LLP
                  1301 McKinney, Ste 4100
                  Houston, TX 77010
                  Tel: 713-651-3769
                  Email: jboland@fulbright.com

                    - and -

                  Robert Bernard Bruner, Esq.
                  FULBRIGHT JAWORSKI LLP
                  1301 McKinney, Suite 5100
                  Houston, TX 77010
                  Tel: 713-651-5216
                  Email: rbruner@fulbright.com

                     - and -

                  William R Greendyke, Esq.
                  FULBRIGHT & JAWORSKI LLP
                  2200 Ross Ave, Suite 2800
                  Dallas, TX 75201
                  Tel: 214-855-8204
                  Fax: 214-855-8200
                  Email: william.greendyke@nortonrosefulbright.com

Debtors'          CONWAY MACKENZIE
Restructuring
Advisor:

Debtors' Claims   EPIQ BANKRUPTCY SOLUTIONS, LLC
Noticing and
Solicitation
Agent:

Estimated Assets: $0 to $50,0000

Estimated Liabilities: $50 million to $100 million



The petitions were signed by John T. Young, Jr., chief
restructuring officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Kenai Offshore Ventures            Contract          $18,513,184
15 Hoe Chiang Road, #12-05
Tower Fifteen
Singapore 089316
Contact: Lorrine Wee
Phone: +65 6309 0555
Fax: +65 6222 7848

Teras Oilfield Support Limited     Contract          $1,466,320
15 Hoe Chiang Road ROAD, #12-05
Tower Fifteen
Singapore 089316
Contact: Lorrine Wee
Phone: +65 6309 0555
Fax: +65 6222 7848

Frank's Casing Crew and            Trade Payable     $1,174,889
Rental Tools, Inc.
P.O. Box 51729
Lafayette, LA 70505
Contact: Brian Baird
Phone: (281) 966-7300
Fax: (281) 558-0948

Ocean Marine Services              Trade Payable      $608,414
12019 76th Place N.E.
Kirkland, WA 98034
Contact: Daniel Roseta
Phone: (425) 828-6434
Fax: (425) 827-2105

All American Oilfield              Trade Payable      $603,311
Associates, LLC
14896 Kenai Spur Highway,
Suite 203
Kenai, AK 99611
Contact: Pete Dickson
Phone: (907) 283-1048
Fax: (907) 283-1051

State of Alaska (Department        Government        $605,116
of Revenue)
P.O. Box 110420
Juneau, AK 99811
Contact: Angela Rodell
Phone: (907) 465-2300
Fax: (907) 465-2389

Crowell & Moring, LLP              Professional      $339,976
1001 Pennsylvania Avenue NW        Services
Washington, DC 20004
Contact: Kyle Parker
Phone: (202) 624-2500
Fax: (202) 628-5116

AIMM Technologies, Inc.            Trade Payable     $276,736
801 Texas 146
Texas City, TX 77590
Contact: Brooks Bradford
Phone: (409) 945-5414
Fax: (409) 945-6022

Pacific Pile & Marine, L.P.       Trade Payable      $195,000

Port Graham Corporation           Trade Payable      $187,243

Magtec Alaska, LLC                Trade Payable      $188,855

Weatherford US LLP                Trade Payable      $163,327

Petroleum Engineers, Inc.         Trade Payable      $138,773

Canrig Drilling Technology        Trade Payable      $106,264
Ltd.

General Communication, Inc.       Utilities          $100,336

MAY Flower Remote Services, LLC   Trade Payable       $96,800

XTO Energy, Inc.                  Trade Payable       $89,372

Air Liquide America LP            Trade Payable       $85,572

Petroleum Equipment & Services,   Trade Payable       $70,379
Inc.

LCG Discovery Experts             Professional        $57,967
                                  Services

Owl Ridge Natural Resource        Professional        $56,271
Consultants Inc.                  Services

North Star Terminal &             Trade Payable       $56,207
Stevedore Co LLC

JMR Worldwide                     Trade Payable       $52,500

Seismic Exchange, Inc.            Trade Payable       $51,317

Market Eye PTY Ltd.               Professional        $47,907
                                  Services

National Oilwell Varco            Trade Payable       $47,218
(NOV) Tuboscope

Airport Equipment Rental          Landlord            $46,560

Dean Gallegos                     Contract            $45,000

Brice Equipment, LLC               Trade Payable      $40,370

Conam Construction                 Trade Payable      $40,005


BUNDY CANYON: Consolidated With Asset Resolution Case
-----------------------------------------------------
Nevada District Judge Robert C. Jones granted the request of the
creditors of Bundy Canyon Land Development, LLC (D. Nev. Case No.
13-CV-01786) to withdraw the involuntary Chapter 11 bankruptcy
case.  No party has objected.  Because the case is related to In
re Asset Resolution, LLC, No. 09-bk-32824, the Court granted the
motion and consolidated the Bundy Canyon case as a member case
with lead case In re Asset Resolution, LLC, No. 09-bk-32824.

A copy of the Court's May 27, 2014 Order is available at
http://is.gd/2MIVgQfrom Leagle.com.

The creditors are Margaret Cangelosi, Todd Hansen, and Daniel
Newman.  They are represented by:

     Francis B Majorie, Esq.
     THE MAJORIE FIRM LTD.
     3514 Cedar Springs Rd
     Dallas, TX 75219
     Tel: (214) 522-7400


CASA CASUARINA: Confirms Amended Reorganization Plan
----------------------------------------------------
Bankruptcy Judge Laurel M. Isicoff entered an order confirming
Casa Casuarina, LLC's Amended Plan of Reorganization.

As reported in the Troubled Company Reporter on May 22, 2014, the
Debtor filed with the Court a memorandum in support of
confirmation of its Amended Plan.

The Debtor and counsel for the U.S. Trustee have discussed the
Plan, and the parties disagree as to whether the Plan, as filed,
entitles the Debtor to a discharge.

The memorandum provides that, among other things:

   a. the Plan does not liquidate substantially all of the
      Debtor's assets, and

   b. the Debtor will engage in business post-confirmation.

As reported in the TCR on April 1, 2014, Judge Isicoff issued an
order waiving the requirement for the Debtor to file a disclosure
statement explaining its Plan, after finding the plan outline
unnecessary.  The Court found that the Plan, as amended consistent
with the announcements made by the Plan Proponent at the Feb. 13
hearing, contains no unimpaired classes.  In light of this, the
Court found that the requirement of Section 1125(a) of the
Bankruptcy Code, that a disclosure contains "adequate information"
to make "an informed decision" regarding voting on the plan, is
unnecessary, as no party-in-interest will have the right to vote
on the Plan.  For these reasons, the Court waived any disclosure
requirements set forth in Section 1125.

The Court also approved a settlement among the Debtor, Peter
Loftin, Luxury Resorts, LLC, Loftin Family, LLC, Loftin
Hospitality, LLC, Global Properties Group, LLC, 1116 Ocean Drive,
LLC, BGW Design Limited, Inc., 1501 Event Enterprises, Inc.,
Collins Avenue Parking LLC, and Barton G. Weiss.

The Plan proposes to pay creditors in full with the proceeds from
the sale of the Debtor's property at 1116 Ocean Drive, in Miami,
Florida, which property was formerly known as the Versace Mansion.
The property was sold for $41.5 million.  The Debtor says it has
$5.5 million in trust for the estates, enough to pay all claims.

1116 Ocean Drive, which operated the Versace Mansion before the
Petition Date, filed a disputed claim in the amount of $10
million.  The Debtor disputed the entitlement of 1116 Ocean Drive
to pay claim against the estate.  The approved settlement provides
that 1116 Ocean Drive will withdraw its claim and will voluntarily
dismiss with prejudice Case No. 13-15720 pending before Florida's
11th Circuit Court, in and for Miami-Dade County, as to all
defendants.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that had the former operators of the property not
withdrawn their claim, the recovery by unsecured creditors would
have been 40%.  The buyer of the mansion, VM South Beach LLC, had
acquired a $34.5 million secured claim and paid most of the
purchase price by waiving mortgage debt, Mr. Rochelle further
pointed out.

A full-text copy of the Plan, revised on March 14, is available
for free at http://bankrupt.com/misc/CASACASUARINAplan0314.pdf

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.


CENTURY FABRICATORS: Case Summary & Top Unsecured Creditors
-----------------------------------------------------------
Debtor: New Century Fabricators, Inc.
        P.O. Box 9488
        2904 Old Spanish Trail
        New Iberia, LA 70562

Case No.: 14-50652

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Debtor's Counsel: David Patrick Keating, Esq.
                  THE KEATING FIRM, APLC
                  PO Box 3426
                  Lafayette, LA 70502
                  Tel: (337) 354-2464
                  Fax: (337) 354-2467
                  Email: rick@thekeatingfirm.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by James C. Castille, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Agility Project Logistics                              $38,850

Bayou Testers                                         $231,862

Bill Poole Valves & Controls                           $15,923

Blue Fin Services                                      $29,978

Capital Lease Group                                    $24,285

Custom Automated Controls                              $11,421

Delta Rigging & Tools                                  $10,379

Jo-De Equipment                                        $24,140

Knox Insurance Group                                   $34,483

Lafayette Paint & Supply                              $106,519

New Iberia Welding                                    $119,902

Practical Engineering Solution                         $20,800

Processing Piping                                     $322,555
P.O. Box 3307
Lafayette, LA 70502

Production Rental                                      $46,060

Redfish Rentals                                       $195,816

Star Service                                           $13,531

Superior Supply & Steel                                $11,654

Thermon Heat Tracing                                  $118,875

Total Production                                       $30,226

Whitco Supply                                         $667,654
200 North Morgan Street
Broussard, LA 70518


CHARLES FRANCIS PATERNO: ArborOne Loses Bid to Convert Case
-----------------------------------------------------------
Bankruptcy Judge Lena Mansori James denied, without prejudice, the
request of ArborOne FLCA to convert the Chapter 11 case of Charles
Francis Paterno, Jr. and Jacquelyn Nye Paterno to one under
Chapter 7 of the Bankruptcy Code.

Beginning in the early 2000s, Mr. Paterno became actively involved
in the promotion of autoclaved aerated concrete, a thermally
insulating lightweight concrete-based product used for internal
and external construction.  As a substantial shareholder in
Carolina AAC, LLC and Carolina AAC Development, LLC, Mr. Paterno
initiated construction on an AAC plant in South Carolina in 2010.
Funding for this construction was provided primarily by ArborOne
through the purchase of bonds.  Specifically, on November 30,
2010, Carolina AAC made, executed, and delivered a series of
Senior Secured Private Placement Taxable Bonds, Series 2010A, in
the aggregate principal amount of $6,361,200.00, and a series of
Senior Secured Taxable Private Placement Bonds, Series 2010B, in
the aggregate principal amount of $706,800 pursuant to a Trust
Indenture dated November 1, 2010, wherein Carolina AAC agreed to
issue and ArborOne agreed to purchase the bonds.  On that same
date, Carolina AAC Development similarly made, executed, and
delivered a series of Senior Secured Private Placement Taxable
Bonds, Series 2010A, in the aggregate principal amount of
$3,033,000, and a series of Senior Secured Taxable Private
Placement Bonds, Series 2010B, in the aggregate principal amount
of $337,000 pursuant to a Trust Indenture dated November 1, 2010,
wherein Carolina AAC Development agreed to issue and ArborOne
agreed to purchase the bonds.  The bonds purchased by ArborOne for
both companies totaled $10,438,000.

To secure payment on these bonds, Carolina AAC Development
provided ArborOne with a mortgage and security agreement against
real property located in Marlboro County, South Carolina and
Marion County, South Carolina. ArborOne further received and
recorded a lien against all assets of Carolina AAC Development,
Carolina AAC, and Lide Smith Farms, and an Assignment of Leases
and Rents on December 1, 2010. For further security, the Debtors
each absolutely and unconditionally guaranteed to ArborOne the due
and punctual payment of all liabilities and obligations of
Carolina AAC and Carolina AAC Development.

Unfortunately, after almost two years of construction, the general
contractor for the South Carolina plant committed suicide and
construction ceased. Construction on the plant has not resumed to
date.  Following the general contractor's death, ArborOne declared
the entire balance under the bonds to be immediately due and
payable, and announced that the bonds were in default. It is
disputed as to what amount, if any, the surety paid on the bonds
following their default and whether any amount remains due from
the surety.

On July 12, 2013, ArborOne commenced two legal proceedings against
the Debtors in the Superior Court of Orange County, North
Carolina. The first case asserted a claim for the outstanding
balance owed under the Carolina AAC Bonds and Guaranties. The
second case asserted a claim for the outstanding balance owed
under the Carolina AAC Development Bonds and Guaranties. On
January 23, 2014, the Superior Court entered an Amended Order
Granting Plaintiff's Motion for Summary Judgment Against
Defendants Nunc Pro Tunc in favor of ArborOne in both cases. The
amount granted to ArborOne for the Carolina AAC bonds was
$7,092,225.13 plus interest, and the amount granted to ArborOne
for the Carolina AAC Development bonds was $3,381,550.76 plus
interest.

In light of these judgments, the Debtors liquidated approximately
$433,000.00 of stocks pre-petition, and Mr. Paterno requested
early disbursements from his two lifetime pensions with Sonoco
Products Company. These pensions provide Mr. Paterno with
approximately $6,600.00 per month in income. However, despite the
Debtors' attempts to work with ArborOne to pay the debt, ArborOne
commenced foreclosure proceedings against Carolina AAC, Carolina
AAC Development, and Lide Smith Farms. The foreclosure sales are
scheduled to be held June 10, 2014 and June 16, 2014.

The Debtors filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 14-80278) on March 14,
2014.  As of this date, the sum owed by the Debtors to ArborOne as
guarantors was $11,124,072.98 exclusive of costs and attorney's
fees.

According to the Debtors' Schedule I, Mr. Paterno is currently
self-employed and receives $6,383.64 from his pension and
$3,000.00 as a consulting and management fee from Carolina AAC.
Although Mr. Paterno has a consulting services contract with
Carolina AAC for $15,000.00 per month, he last received a
consulting fee in early March 2014. Mr. Paterno deferred his
remaining fees due to Carolina AAC's lack of funding, and is owed
approximately $1,500,000.00 from the company to date. Mr.
Paterno's wife is currently unemployed, and their monthly net
income is $1,092.81.

On April 29, 2014, before any monthly operating reports had been
submitted, ArborOne filed a Motion to Convert Chapter 11 Case to
Chapter 7.  ArborOne argues that the Debtors have no reasonable
likelihood of rehabilitation, and that there is substantial or
continuing loss to the estate.  ArborOne premises this argument on
the Debtors' Schedules of Assets, Statement of Financial Affairs,
and other documents filed with the Court.  ArborOne argues that
the Debtors failed to obtain employment for the past two years,
liquidated approximately $433,000.00 of stock, survived solely on
credit card debt, and failed to pay their tax liability.

On April 30, 2014, the Debtors filed their first monthly operating
report for the period of March 14, 2014 through March 31, 2014.
This operating report showed a total income of $0.00 and total
expenses of $3,587.13. At the start of the month, the Debtors had
$7,924.17 in cash on hand, and they had $4,337.04 at the end of
the month. As a result, their first monthly report reflected a
cash loss in the amount of $3,587.13. The Debtors' second monthly
operating report was timely filed on May 21, 2014, the day before
the hearing on the motion to convert. This document reported
monthly income of $14,403.62 and expenses of $12,404.45. Cash on
hand at the start of the month totaled $4,337.04 and increased to
$6,336.21 by the end of the month. The Debtors' net income for the
month was $1,999.17.

At the May 22, 2014 hearing, Mr. Paterno testified to his
background in AAC, his future job prospects, his wife's education
and teaching history, his monthly expenses, and his aggressive
efforts to find a "white knight" investor for Carolina AAC. Mr.
Paterno informed the Court that as of May 22, there had been no
cash infusions into Carolina AAC for approximately eight weeks,
and the company was operating with only one employee who had
deferred his last two paychecks.  Mr. Paterno stated that even if
he did not receive his projected monthly $3,000.00 consulting fee
from Carolina AAC, he and his wife could easily secure that money
to help fund a plan through teaching or consulting with other
businesses. Nonetheless, Mr. Paterno did acknowledge that neither
he nor his wife had secured any employment outside Carolina AAC in
the past two years.

According to Judge James, the events cited by ArborOne all
occurred pre-petition and are therefore irrelevant to the current
inquiry.  The record reflects that the Debtors have not sold any
assets or incurred any credit card debt since the petition date.
ArborOne's argument is premised solely on the Debtors' Schedules
of Assets, monthly operating reports, and Statement of Financial
Affairs. ArborOne does not dispute the accuracy of these documents
and did not present any additional evidence at the hearing.
Therefore, the court finds that ArborOne has failed to show any
substantial or continuing post-petition loss to the estate.

The Court also noted that while ArborOne's motion to convert
relies heavily upon the argument that the rehabilitation of
Carolina AAC and Carolina AAC Development appears unlikely, Mr.
and Mrs. Paterno are the debtors in this case, not Carolina AAC
and Carolina AAC Development.

A copy of the Court's May 30, 2014 Memorandum Opinion and Order is
available at http://is.gd/AVYdYOfrom Leagle.com.


CHEYENNE HOTEL: Court Dismisses Suit Against Colorado Casualty
--------------------------------------------------------------
Senior District Judge Richard P. Matsch in Colorado granted the
request of Colorado Casualty Insurance Company for summary
judgment, dismissing, with prejudice, a civil action filed against
it by Cheyenne Hotel Investments, LLC.

The civil action claims insurance coverage for damage to a
Homewood Suites Hotel in Colorado Springs, Colorado.  The
complaint alleges that the Plaintiff was insured under a general
hazard insurance policy issued by Westfield Insurance Company for
the period from November 30, 2010 to November 30, 2011, and that
the Plaintiff was insured under a general hazard insurance policy
issued by Colorado Casualty for the earlier period of November 30,
2009 to November 30, 2010.  The complaint states that in 2011, the
Plaintiff incurred damages from a loss covered under the Westfield
policy, and in the course of remediating and investigating that
loss, the Plaintiff discovered damages that occurred before the
coverage period of the Westfield policy. The Plaintiff states it
made demand for payment from Colorado Casualty and received no
response. The complaint states one claim against Colorado Casualty
and one claim against Westfield, alleging the damage occurred
during the coverage period of each policy and was the result of an
insured peril. The Plaintiff seeks to recover approximately
$140,000 for the cost of repairs to the hotel property, attorney's
fees, costs and interest.

The Plaintiff has voluntarily dismissed its claim against
Westfield.

Colorado Casualty moved for summary judgment of dismissal, arguing
that the Plaintiff's claim against it is barred by the time limits
for filing claims under its Policy.

The case is, CHEYENNE HOTEL INVESTMENTS, LLC, Plaintiff, v.
COLORADO CASUALTY INSURANCE COMPANY, Defendant, CIVIL ACTION NO.
13-CV-02027-RPM (D. Colo.).

A copy of the Court's May 28, 2014 Order is available at
http://is.gd/xQqxICfrom Leagle.com.

Cheyenne Hotel Investments, LLC, is represented by:

     Saira Parvez Malik, Esq.
     MALIK LAW, LLC
     1892 Big Bear Drive
     Sedalia, CO 80135
     Tel: 303-814-8810

Colorado Casualty Insurance Company is represented by:

     Lyndsay K. Arundel, Esq.
     Troy R. Olsen, Esq.
     LEWIS ROCA ROTHGERBER LLP
     1200 Seventeenth Street, Suite 3000
     Denver, CO 80202
     Tel: 303-628-9576
     Fax: 303-623-9222
     E-mail: LArundel@LRRLaw.com
             TOlsen@LRRLaw.com

                      About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents Hotel Investments.

Hotel Investments won confirmation of its own Chapter 11 plan on
Aug. 16, 2013.  A copy of the Third Amended Plan of Reorganization
dated Aug. 5, 2013, is available at no charge at:

      http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF

No committee of creditors or equity security holders has been
appointed in the Debtors' cases.

As reported by the Troubled Company Reporter on Jan. 6, 2014, the
U.S. Trustee for Region 19 is seeking dismissal of the Hotel LLC
case.  Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne
Hotels has been afforded the protections of the Bankruptcy Code
for over two years but has failed to confirm a Chapter 11 Plan.
Meanwhile, the bankruptcy estate continues to accrue
administrative expenses, including professional fees, which are
diminishing the bankruptcy estate.


CHA CHA ENTERPRISES: Court Won't Stay Plan Order Pending Appeal
---------------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt denied the motions of NUCP
Turlock, Inc. for a stay of the orders confirming the Chapter 11
plans for MI Pueblo San Jose, Inc., and Cha Cha Enterprises, LLC,
pending NUCP's appeal.

NUCP, which is an unsecured creditor with filed claims in each
case in excess of $11 million, has appealed the Bankruptcy Court's
orders confirming each of Debtors' plans of reorganization.  NUCP
seeks a stay of the provisions of the confirmation orders that
approve and implement releases of claims by either Debtor against
Juvenal Chavez, members of the Chavez family, and the Chavez
family trust, to the extent necessary to enable unsecured
creditors to realize the benefit of any such claims that might be
pursued following a reversal of the confirmation order(s).

NUCP is represented by attorneys Peter J. Benvenutti and Tobias S.
Keller.

The motions are opposed by Debtor Mi Pueblo, Inc., which is
represented by attorney Robert Harris; Debtor Cha Cha Enterprises,
LLC, which is represented by attorney Paul Pascuzzi; Victory Park
Capital Advisors, LLC and Victory Park Management, LLC, which are
represented by attorney Todd Schwartz; Juvenal Chavez, who is
represented by attorney Henry B. Niles, III; and The Official
Committee of Unsecured Creditors of Mi Pueblo San Jose, Inc.,
which is represented by attorney Eric Goldberg.

NUCP argues that there are serious questions going to the merits
of its appeal.  NUCP challenges the Bankruptcy Court's findings
that the Plans were proposed in good faith and the Court's
overruling of NUCP's evidentiary objections. NUCP also contends
that the expedited nature of the confirmation hearing deprived
NUCP of a reasonable opportunity to develop and present its
objections.

NUCP also questioned whether the Chavez family had engaged in
self-dealing in the management of the Debtors, but offered no
proof to that effect. However, the Creditors' Committee provided
evidence that it had engaged in its own substantial investigation
into these matters and discovered nothing that warranted the
Committee's withdrawal of support for the plans.

At the confirmation hearing, the Court permitted NUCP to cross-
examine Mr. Chavez, albeit on a limited basis, but that cross-
examination revealed nothing that raised questions as to whether
the Plans were proposed in good faith.

NUCP has been litigating with Mi Pueblo for some time dating back
to well before the bankruptcy cases were filed. NUCP could have,
but did not, raise issues and/or take discovery relating to
alleged conflicts and/or lack of good faith at any time during
these bankruptcies -- and certainly as of the time of Debtor's
motion for approval of DIP and exit financing in early March 2014.

According to Judge Weissbrodt, a stay pending appeal of the
confirmation orders would cause irreparable harm to the
Reorganized Debtors. Debtor Mi Pueblo is required to post a $3.5
million workers' compensation bond by June 1, 2014.  According to
the declaration of John Zott, Chief Financial Officer of Mi
Pueblo, Mi Pueblo will not have sufficient cash to post the bond
without the exit financing provided for in the plan, and without
workers' compensation insurance, Mi Pueblo will be forced to cease
operations.  Collectively, the Debtors employ approximately 2,700
people across California.  Absent the exit financing, Mi Pueblo's
21 grocery stores, which cater to the area's underserved Hispanic
population, would be forced to close, and those 2,700 employees
would be put out of work. The liquidation of Mi Pueblo would
likely be devastating to Cha Cha as well, given that Mi Pueblo is
Cha Cha's primary source of income.

NUCP does not seek a stay of the entire confirmation orders.  NUCP
concedes that a stay of the entirety of the confirmation orders is
neither feasible nor realistic given "the dynamics and financial
needs of an operating business, and of the reliance that numerous
parties . . . are going to place on the reorganized entity."
Nevertheless, NUCP argues that if a "limited stay" is not granted,
NUCP's appeal rights may be rendered moot by the substantial
consummation of the plan.

Judge Weissbrodt, however, held that NUCP has not met its burden
to show that any stay is appropriate.

A copy of the Court's May 29, 2014 Memorandum Decision is
available at http://is.gd/8kcgs0from Leagle.com.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., a chain of 21 Hispanic grocery stores,
filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893)
in San Jose, on July 22, 2013.  An affiliate, Cha Cha Enterprises,
LLC, the real estate and check-cashing arm, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  In its
amended schedules, Mi Pueblo disclosed $61,577,296 in assets and
$68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. served as counsel to the
Committee.  Gordon Silver was tapped by the Committee as counsel
effective May 1, 2014.

NUCP Turlock is represented by Peter J. Benvenutti, Esq., and
Tobias S. Keller, Esq., at Keller & Benvenutti LLP; and Steven N.
Holland, Esq., and Justin J. Schnitzler, Esq., at Ring Hunter
Holland & Schenone, LLP; and George Kalikman, Esq., and Valerie
Bantner Peo, Esq., at Schnader Harrison Segal & Lewis LLP.


CODERE SA: Spanish Casino Co. Extends Talks Over $1.3B Debt
-----------------------------------------------------------
Law360 reported that Spanish casino and racetrack operator Codere
SA said it has negotiated another extension of talks with
creditors, who hold approximately $1.3 billion worth of debt, that
it entered into in order to stave off insolvency proceedings.
According to the report, Codere's board of directors said it has
reached a sixth so-called "standstill agreement" with creditors,
pushing the deadline for a deal back to June 4 while negotiations
continue.

                        About Codere S.A.

Codere SA is a Madrid-based gaming company.  It operates betting
shops and race tracks from Italy to Argentina.  The firm sought
preliminary creditor protection on Jan. 2 after reporting seven
consecutive quarters of losses.


CONNECTEDU INC: Wins Approval to Sell CoursEval Without Auction
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConnectEdu Inc., a developer of Internet-based
systems connecting students with educators and prospective
employers, got the green light May 27 to sell its Academic
Management Systems business without an auction to lender North
Atlantic SBIC IV LP under a contract valued at $4 million.

According to the report, the company owed $6 million to North
Atlantic, which has a lien on substantially all the company's
assets.  North Atlantic will pay for the AMS assets by reducing
debt by $4 million, the report said.

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

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


CONSOLIDATED MERIDIAN: Suit v. Berg, Moss Adams Reinstated
----------------------------------------------------------
In the case, MARK CALVERT, as Liquidating Trustee, et al.,
Plaintiffs, v. FREDERICK DARREN BERG and MOSS ADAMS LLP,
Defendants, CASE NO. C13-1842RSL (W.D. Wash.), plaintiffs appeal
of an order by the Bankruptcy Court for the Western District of
Washington granting defendants' motion to dismiss for lack of
subject matter jurisdiction under Fed. R. Civ. P. 12(b)(1).
However, District Judge Robert S. Lasnik reverses the bankruptcy
court's order granting defendants' motion to dismiss and refers
the matter to the bankruptcy court for further proceedings.

The bankruptcy proceedings underlying the adversary proceeding
began in 2010 and 2011 when a group of investment funds controlled
by defendant Frederick Darren Berg, known collectively as the
"Meridian Funds," collapsed and entered into bankruptcy. The
bankruptcy court consolidated the various bankruptcy proceedings
connected with Berg and entered an order confirming a consensual
Chapter 11 plan.  The Plan provides for the creation of a
liquidating trust for the Meridian Funds and named Mark Calvert,
one of the named plaintiffs in this adversarial proceeding, as the
liquidating trustee.  The trust holds all claims of the
consolidated bankruptcy estate, including any claims the
participating investors have against the auditors and accountants
for Berg and his funds.  The Plan further provides that "the
Bankruptcy Court shall retain and have exclusive jurisdiction
after the Effective Date over any matter arising under the
Bankruptcy Code, arising in or related to the Chapter 11 Cases or
the Plan.

The trustee and 700+ individual investors filed this action
seeking to recover damages from Berg and Moss Adams LLP, an
auditor of the Meridian Funds.  The trustee sued as the assignee
of the investors who were allegedly injured by defendants'
malfeasance.  Plaintiffs allege three causes of action against
defendants: (1) professional negligence; (2) negligent
misrepresentation; and (3) fraud.  Defendants moved to dismiss
plaintiffs' First Amended Complaint pursuant to Fed. R. Civ. P.
12(b)(1) and (6).  Applying the "close nexus" test, the Honorable
Karen A. Overstreet, United States Bankruptcy Judge, found that
this action was not sufficiently "related to" the Meridian Funds
bankruptcy proceeding for the court to exercise subject matter
jurisdiction under 28 U.S.C. Sec. 1334(b) and dismissed the
action.  Plaintiffs filed the appeal.

In reversing the lower court's ruling, Judge Lasnik held that the
express reservation of claims against Moss Adams as a potential
asset of the estate to be pursued by the trustee for the benefit
of the creditors and the need to interpret certain Plan provisions
relevant to the statute of limitations and the validity of the
assignment establishes a "close nexus" between this action and the
bankruptcy proceeding.  Thus, the Court finds that there is
"related to" jurisdiction under Sec. 1334(b).

A copy of the Court's May 28, 2014 Order is available at
http://is.gd/0wg78Efrom Leagle.com.

                   About Meridian Mortgage and
                      Frederick Darren Berg

In November 2010, a federal grand jury in Seattle indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be roughly $100 million.  Hundreds of victims
have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for Mr. Berg's estate, filed on Jan. 27,
2011, voluntary Chapter 11 petitions for Mortgage Investors Fund I
LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up
to $50,000 and debts of up to $50 million and Meridian Mortgage
Investors Fund III LLC (Case No. 11-10833), estimating up to
$50,000 in assets and up to $100 million in liabilities.  Michael
J. Gearin, Esq., at K&L Gates LLP, in Seattle, served as counsel
to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No.
10-17976) on July 9, 2010.  The petitioners were represented by
Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No.
10-17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners were
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.

On June 22, 2011, the Bankruptcy Court entered an order confirming
a consensual Chapter 11 plan in the Meridian bankruptcy.  The Plan
provides for the creation of the Liquidating Trust for the
Substantively Consolidated Meridian Funds, a/k/a/ The Meridian
Investors Trust.  Mr. Calvert was named Liquidating Trustee.

On Feb. 9, 2012, Mr. Berg was sentenced to 18 years of
imprisonment, three years of supervised release, and restitution.


DETROIT, MI: Some Retirees Sent Wrong Bankruptcy Ballots
--------------------------------------------------------
Reuters reported that some Detroit retirees were sent erroneous
ballots for voting on the city's plan to deal with $18 billion of
debt, including public pensions and exiting bankruptcy, attorneys
disclosed in federal court.

According to the report, the news appeared to rattle Judge Steven
Rhodes, who has set a brisk schedule for Detroit's municipal
bankruptcy.  The judge demanded to know who was responsible for
the ballot mess, the report related.  Thousands of Detroit
creditors must vote and return their ballots by July 11, the
report said.

                  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.


DETROIT, MI: Early Returns Show Support for Bankruptcy Plan
-----------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
early ballots from Detroit city employees and its retired workers
are strongly supporting Detroit's debt-cutting plan, giving new
hope to city leaders who aim to exit bankruptcy court by this
fall.  According to the report, the city sent ballots to roughly
32,000 pension recipients and the initial tally from votes of
roughly 5,000 current and former city workers with pensions mailed
in so far favored the city's plan at more than a two to one
margin, city officials said.

In other news, Robert Snell, writing for The Detroit News,
reported that the city's bankruptcy team is trying to put a price
tag on the entire Detroit Institute of Arts collection following
demands from various creditors.  According to Mr. Snell, city
bankruptcy lawyer Bruce Bennett disclosed the ongoing valuation
during a bankruptcy hearing but provided no details.

The Detroit News noted that a group of creditors, led by Financial
Guaranty Insurance Company, is trying to prove the DIA's
collection is worth more than $816 million, the amount pledged in
the "grand bargain" to swap the art for aid to 32,000 city
pensioners.  Christie's Appraisals last year valued about 1,741
city-purchased pieces of art at between $454 million and $867
million, the report recalled.

                  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.

                        *     *     *

The Troubled Company Reporter, on June 3, 2014, reported that
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'.


DFC GLOBAL: S&P Assigns 'B' Rating to Proposed 6-Yr. Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B' issue-
level rating on DFC Finance Corp.'s proposed six-year senior
secured notes.  At the same time, S&P kept its 'B' issuer credit
and senior unsecured ratings on Berwyn, Pa.-based DFC Global Corp.
on CreditWatch with negative implications.

DFC Finance, an entity formed by Lone Star Funds, plans to issue
$500 million and GBP150 million of six-year senior secured notes
in conjunction with the pending acquisition of DFC Global by an
affiliate of Lone Star Funds.

DFC Finance will issue the proposed notes only if DFC Global's
shareholders approve the sale of the company on June 6.  The
notes, alongside an equity contribution from Lone Star of $750
million, will finance the acquisition and the repayment of
substantially all of DFC Global's currently outstanding debt,
including the convertible bonds and the Canadian senior notes.
Following the acquisition, Jersey-based Sterling Mid-Holdings
Ltd., the holding company Lone Star has set up, will hold the
stock of DFC Finance, DFC Global, and all other operating
subsidiaries.  Sterling, DFC Global, and certain other
subsidiaries -- which will represent the majority of the
consolidated company's cash flows and earnings -- will guarantee
the notes. (The company also expects to enter into a $125 million
senior secured, asset-based revolving credit facility that will
allow borrowings in the U.S., the U.K., and Canada.)

"Our 'B' rating on the proposed notes reflects those guarantees
and our expectations regarding the creditworthiness of the
consolidated entity following the close of the acquisition," said
Standard & Poor's credit analyst Igor Koyfman.  "The 'B' rating we
plan to assign to Sterling if the acquisition closes will reflect
the recent poor operating performance of DFC Global and the
heightened regulatory risk of small-dollar lending.  Positively,
we expect Sterling to have lower leverage because it will repay
more than $1 billion of DFC Global's outstanding debt."

S&P plans to keep its ratings on DFC Global on CreditWatch until
it becomes clearer whether the acquisition of the company will
occur as planned.  S&P believes Sterling will most likely acquire
DFC Global as planned, but some shareholder representatives have
voiced opposition to the deal.  S&P will likely resolve the
CreditWatch if shareholders approve the acquisition when they vote
on June 6.  If the acquisition unexpectedly fails, S&P will likely
lower its rating on DFC Global -- given that its leverage has
risen substantially recently because of a sharp decline in EBITDA.
The Sterling acquisition would reduce that leverage through a debt
paydown.


DIGERATI TECHNOLOGIES: Plan Directors Need to Be 'Disinterested'
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in a memorandum opinion published May 27 denying
confirmation of Digerati Technologies Inc.'s amended plan "based
solely upon a provision about which there is little case law,"
Chief Bankruptcy Judge Jeff Bohm reviewed "what scant case law
exists" before determining that the plan in question could not
be confirmed because the appointment of the bankrupt's chief
executive and chief financial officer to serve as the sole
members of the reorganized company's board was not "consistent
with the interests of creditors and equity security holders and
with public policy."

According to the report, while Judge Bohm said he was making "an
effort to develop guidelines for applying this particular
provision of the Code," one element of his opinion may befuddle
those who seek its meaning.  After "distilling" five cases, Judge
Bohm articulated nine factors to be considered in assessing
whether the appointment of an individual to serve as a director or
officer of a reorganized debtor is "consistent with public
policy."

The case is In re Digerati Technologies Inc., 13-bk-33264, U.S.
Bankruptcy Court, Southern District of Texas (Houston).

                 About Digerati Technologies, Inc.

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.  The
case, however, remained in Houston Bankruptcy Court.


DIKA-ROCKFORD: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dika-Rockford, LLC
        85 W. Algonquin Rd., Ste. 420
        Arlington Heights, IL 60005

Case No.: 14-20376

Chapter 11 Petition Date: May 30, 2014

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

Judge: Hon. Benjamin A. Goldgar

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

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

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

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-20376.pdf


DOLLAR FINANCIAL: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family (CFR)
and senior unsecured debt ratings of Dollar Financial Group and
subsidiaries.  Moody's also revised Dollar's rating outlook to
negative from stable.

Ratings Rationale

The negative outlook reflects Moody's deepening concern regarding
the regulatory environment related to Dollar's consumer lending
activities. The company's financial results have been adversely
affected in recent periods by increased regulatory restrictions on
payday lending services in key markets, particularly in the UK.
Moody's expect that the drag on Dollar's financial results will
continue for the next twelve to eighteen months. Regulatory
scrutiny is likely to intensify as the Consumer Financial
Protection Bureau asserts its oversight of the payday lending
sector in the US and as the FCA finalizes new rules for operators
in the UK. Although the regulatory environment in Canada (Dollar's
second largest market) appears stable, in Moody's view there
exists the possibility of "regulatory convergence" leading to more
restrictive standards in Canada as well.

Partially offsetting these pressures is the expected improvement
in financial flexibility which will result upon consummation of
the proposed acquisition of Dollar by Lone Star Funds. On 2 April
2014, Dollar announced that it has entered into a definitive
agreement to be acquired by an affiliate of Lone Star Funds ("Lone
Star") in a transaction valued at approximately $1.3 billion,
including the assumption of net debt. A shareholder vote is
expected by 6 June and upon completion of the transaction, Dollar
will become a privately held company.

As part of the transaction, Dollar plans to issue $500 million and
GBP150 million Senior Secured Notes through a newly created
entity, DFC Finance Corp. (DFC Finance). Proceeds from the senior
secured notes, along with Lone Star's equity contribution, will be
used to pay off all existing rated debt. Once the transaction is
complete, Moody's expects to assign a B2 CFR to Sterling Mid-
Holdings Limited, the parent of DFC Finance, as well as a B2
rating to the newly issued senior secured notes of DFC Finance.
Moody's also expects to withdraw Dollar's B2 CFR and senior
unsecured debt ratings.

Dollar's B2 senior unsecured rating reflects the company's
improved capital position as a result of the expected capital
injection by Lone Star. In addition, the debt issuance by DFC
Finance further extends its debt maturities, thus reducing near-
term refinancing risk.

Dollar's ratings are unlikely to be upgraded given the negative
outlook. The outlook could return to stable if the company
successfully navigates current regulatory challenges, stabilizing
its revenue and earnings. Ratings could be downgraded if the
company experiences a significantly worse than anticipated
operating environment with attendant adverse effects on
profitability and financial condition, or if the deleveraging
contemplated as a part of the Lone Star transaction fails to
materialize.

Dollar is a wholly-owned subsidiary of DFC Global Corp. (ticker
symbol DLLR), an international financial services company serving
under-banked consumers. Dollar, based in Berwyn, PA, reported
total assets of $1,612 million as of March 31, 2014.

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


E & C FASHION: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: E & C Fashion Inc.
        327 West 36th Street, 6 FL.
        New York, NY 10018

Case No.: 14-11699

Chapter 11 Petition Date: June 2, 2014

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

Judge: Hon. Robert E. Gerber

Debtor's Counsel: Xiangan Gong, Esq.
                  XIANGAN GONG, ESQ
                  136-40 39th Avenue, Suite 202
                  Flushing, NY 11354
                  Tel: (718)569-2980
                  Fax: (718)888-1179
                  Email: xaglaw@gmail.com

Estimated Assets: $0 to $50,000

Estimated Debts: $10 million to $50 million

The petition was signed by David Loi, president.

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


E H MITCHELL: Case Dismissal Hearing Moved to June 18 Afternoon
---------------------------------------------------------------
The Bankruptcy Court rescheduled until June 18, 2014, at 2:00
p.m., the hearing to consider the motion to dismiss the Chapter 11
case of E. H. Mitchell & Company LLC.

As reported in the Troubled Company Reporter on May 29, 2014, the
matter was set or hearing on June 18, at 9:00 a.m. before Hon.
Jerry A. Brown.

Reginald J. Laurent, a creditor of the Debtor, filed a motion for
determination that the Debtor is subject to Sec. 362(d)(3), the
Debtor is a single asset real estate (SARE) entity, and that the
Petition was filed in bad faith.

Mr. Laurent requested for the dismissal of the bankruptcy case for
cause because:

     a. the Debtor has only one asset,
     b. there are few unsecured creditors, and their claims
        are small in comparison to those of secured creditor,
     c. the Debtor has no employees,
     d. the asset (property) is the subject of pending litigation
        between debtor and secured creditor, and
     e. the debtor's bankruptcy filing was meant to frustrate
        the rights and remedies of the secured creditor.

Mr. Laurent contended that the Debtor's bankruptcy filing was
merely a litigation strategy, and that the case is a two-party
dispute that should be resolved outside of bankruptcy.

               About E. H. Mitchell & Company LLC

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

The petition was signed by Michael Furr, secretary/member.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


EARL GAUDIO: Court Approves Martin Auction Services as Auctioneer
-----------------------------------------------------------------
Earl Gaudio & Son, Inc. sought and obtained permission from the
U.S. Bankruptcy Court for the Central District of Illinois to
employ Martin Auction Services, LLC as auctioneer.

The Debtor requires Martin Auction to conduct a public sale of
certain personal property assets of the estates as well as all
remaining vehicles of the Debtor.

The Debtor intends to compensate Martin Auction on the terms set
forth in the parties' Auction Agreement, including by paying a
commission of 7% of the gross proceeds of the sale and for
transportation and moving expenses up to a maximum of $5,000.

Stanley B. Irvin of Martin Auction 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.

Martin Auction can be reached at:

        Stanley B. Irvin
        MARTIN AUCTION SERVICES, LLC
        9515 Texas Church Road
        Clinton, IL 61727
        Tel: (217) 935-3245
        Fax: (217) 935-3888
        E-mail: stanirvin@yahoo.com

                  About Earl Gaudio & Son, Inc.

Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor disclosed $11,849,187 in assets and $8,489,291 in
liabilities as of the Chapter 11 filing.  John David Burke, Esq.,
and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the
Debtor's counsel.

The U.S. Trustee appointed five creditors to serve in the Official
Committee of Unsecured Creditors.  The Committee retained Evans,
Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin,
P.C., as its counsel.


ECOTALITY INC: Settlement Resolving Nissan Claims Approved
----------------------------------------------------------
Bankruptcy Judge Madeleine C. Wanslee approved a settlement
agreement resolving claims of Nissan North America, Inc.

The agreement entered between Electric Transportation Engineering
Corporation, doing business as Ecotality North America, et al.,
and NNA provides that NNA will pay $45,000 to the Debtors for the
benefit of their estates and the parties will mutually release
their claims arising from the DIP Financing and fee dispute in
favor of the NNA or the Debtors' released parties.

As reported in the Troubled Company Reporter on May 13, 2014, the
Debtors, the Official Committee of Unsecured Creditors and
Nissan began exchanging settlement proposals on Dec. 19, 2013, in
an effort to settle a fee dispute on mutually agreeable terms
without the expense of further litigation.  Through their good
faith and arm's-length negotiations, the parties have agreed on
these key terms:

   i. Effective:   The Settlement Agreement will be binding
      Date         upon the parties, their respective successors
                   and assigns, from the date of entry of an order
                   of the Court approving the Settlement
                   Agreement.

  ii. Settlement:  Within 10 business days of entry of the
      Payment      Approval Order, and conditioned upon Nissan's
                   receipt of a completed W-9 form from
                   the Debtors, Nissan or its affiliate
                   will pay and deliver to the Debtors the sum of
                   $45,000, in resolution of the Fee Dispute.

iii. Release:     In consideration of the Settlement Payment and
      of NNA       other promises in the Settlement Agreement, the
                   Debtors and the Creditors' Committee and all of
                   their respective affiliates, past and present
                   directors, officers, shareholders, members,
                   agents, servants, employees, representatives,
                   guarantors, predecessors in interest, trustees,
                   administrators, adjusters, attorneys and
                   insurers  will release Nissan and all of
                   its affiliates, past and present directors,
                   officers, shareholders, members, agents,
                   servants, employees, representatives,
                   guarantors, predecessors in interest, trustees,
                   administrators, adjusters, attorneys and
                   insurers of any and all claims, liens,
                   obligations, demands, claims for relief, causes
                   of action, debts, damages, losses and
                   liabilities of every type and nature
                   whatsoever, which the Debtor releasors ever
                   had, now have or might hereafter have against
                   the Nissan Released Parties, as applicable,
                   whether known or unknown, whether fixed or
                   contingent, whether matured or un-matured,
                   whether direct, indirect or consequential,
                   and whether asserted or unasserted, arising
                   from or related to the DIP financing or the
                   fee dispute.

  iv. Release of:  In consideration of the promises in the
     the Debtors   Settlement Agreement, Nissan and all its
                   affiliates, past and present directors,
                   officers, shareholders, members, agents,
                   servants, employees, representatives,
                   guarantors, predecessors in interest,
                   trustees, administrators, adjusters, attorneys
                   and insurers will release the Debtors and each
                   of their affiliates, past and present
                   directors, officers, shareholders, members,
                   agents, servants, employees, representatives,
                   guarantors, predecessors in interest, trustees,
                   administrators, adjusters, attorneys and
                   insurers of any and all claims, liens,
                   obligations, demands, claims for relief, causes
                   of action, debts, damages, losses and
                   liabilities of every type and nature
                   whatsoever, which such Nissan releasors
                   ever had, now has or might hereafter have
                   against the Debtors' Released Parties, as
                   applicable, whether known or unknown, whether
                   fixed or contingent, whether matured or
                   unmatured, whether direct, indirect or
                   consequential, and whether asserted or
                   unasserted, arising from or related to the DIP
                   financing or the fee dispute.

According to the Debtors, this settlement agreement is intended to
compromise and fully resolve all issues, disputes, liabilities and
claims existing between each other, arising from or related to the
DIP financing and the fee dispute.  The Debtors believe, in their
business judgment, that it is prudent to settle the fee dispute to
avoid the costs of further litigation.

A full-text copy of the settlement agreement is available for free
at http://is.gd/JMfe0Z

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EDGENET INC: Ex-Principals Want More Time to Bid in Ch. 11 Auction
------------------------------------------------------------------
Law360 reported that bankrupt Edgenet Inc.'s noteholders committee
joined a group of the company's former principals in a call to
postpone the bid deadline for the debtor's auction, seeking more
time for the ex-employees to best the $5.5 million stalking horse
offer from a Parallax Capital Partners LLC unit.

According to the report, in a motion before the Delaware
bankruptcy court, the official committee of noteholders filed a
joinder to a request to postpone the bid deadline and auction date
from a company formed by three men.

                       About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court will issue an order appointing an official committee of
Seller Noteholders, or in the alternative, an official committee
of unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


ENERGY FUTURE: Bid to Transfer Case to Texas Court Denied
---------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi denied the motion of
Wilmington Savings Fund Society, FSB to transfer the cases of
Energy Future Holdings Corp., et al., to the U.S. District Court
for the Northern District of Texas.

WSFS, on May 21, responded to the Debtor's objection to the Venue
Transfer Motion, stating that (i) the convenience of the Debtor's
professionals and their creditors' professionals is not a factor
that the Court must consider; (ii) the convenience of the Debtors'
largest creditors is not afforded additional weight; and (iii) the
convenience of the parties favors transfer of the cases to the
Northern District Texas.

On May 20, Neighbors for Neighbors, Inc., a non-profit Texas
corporation comprised of individuals who live on and around the
Three Oaks and Sandow lignite mines and the Sandow Steam Electric
Power Generating Station located in Central Texas facilities which
are owned and operated by Luminant mining Company LLC and Luminant
Generation Company LLC, whole-owned subsidiaries of Texas
Competitive Electric Holdings Company, LLC, joined the motion
filed by WSFS to transfer the cases in the interest of justice and
for convenience of the parties.

Wilmington Savings is represented by:

         William P. Bowden, Esq.
         Gregory A. Taylor, Esq.
         ASHBY & GEDDES, P.A.
         500 Delaware Avenue
         P.O. Box 1150
         Wilmington, DE 19899
         Tel: (302) 654-1888
         Fax: (302) 654-2067

              - and -

         Edward S. Weisfelner, Esq.
         Aaron B. Lauchheimer, Esq.
         BROWN RUDNICK LLP
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         Fax: (212) 209-4801

              - and -

         Jeffrey L. Jonas, Esq.
         Jeremy B. Coffey, Esq.
         One Financial Center
         Boston, MS 02111
         Tel: (617) 856-8200
         Fax: (617) 856-8201

Neighbors for Neighbors is represented by:

         Michell A. McFaddin, Esq.
         1900 Miles Avenue
         Austin, TX 78745
         Tel: (512) 561-3039
         E-mail: michelleamcfaddin@gmail.com

            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.


EVERGREEN INTERNATIONAL: Gets Nod on $5-Mil. Asset Sale
-------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave the trustee
for Evergreen International Aviation Inc. the nod on a sale of the
bulk of the company's assets to Jet Midwest Group LLC and
affiliates for nearly $5 million, a deal that comes in at $700,000
more than was originally expected.

According to the report, at a hearing in Wilmington, attorneys for
Evergreen trustee Alfred T. Giuliano, who oversees the bankruptcy
estate, were able to present U.S. Bankruptcy Judge Mary F. Walrath
with a revised proposed sale order after resolving several
objections.

                  About Evergreen International

Evergreen International Aviation Inc., an air cargo carrier that
halted operations in November 2013, filed a petition for
liquidation in Chapter 7 on Dec. 31, 2013 (Bankr. D. Del. Case No.
13-13363).

Three creditors owed a total of $468,000 filed an involuntary
bankruptcy petition in Brooklyn, New York on Dec. 18, 2013 (Bankr.
E.D.N.Y. Case No. 13-47494).  By filing a voluntary petition,
Evergreen indicated a preference for being liquidated in Delaware
rather than in Brooklyn.

The petition in Delaware listed assets worth less than $100
million and debt exceeding $100 million.


FL 6801: Lehman Subsidiary Commences Ch. 11 for Miami Hotel
-----------------------------------------------------------
FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. ("Lehman"), and three of its wholly owned
subsidiaries (collectively "FL Spirits") have elected to file
voluntary Chapter 11 petitions today in the United States
Bankruptcy Court for the Southern District of New York (the
"Court") seeking bankruptcy protection for its condominium hotel
property in Miami Beach that is operated and managed as a Canyon
Ranch Living Hotel and Spa.

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

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

                         *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the project, acquired by Lehman in November 2009
when the then-owner gave Lehman ownership to avoid foreclosure,
listed assets of $12 million and debt totaling $17.3 million.

The case is In re LF 6801 Spirits LLC, 14-bk-11691, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).


FL 6801 SPIRITS: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                    Case No.
       ------                                    --------
       FL 6801 Spirits LLC                       14-11691
       c/o Lehman Brothers Holdings Inc.
       1271 Avenue of the Americas
       New York, NY 10020

       FL 6801 Collins North LLC                 14-11692

       FL 6801 Collins South LLC                 14-11693

       FL 6801 Collins Central LLC               14-11694

Type of Business: Hotel Property

Chapter 11 Petition Date: June 1, 2014

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Frank A. Oswald, Esq.
                  Albert Togut, Esq.
                  Lara R. Sheikh, Esq.
                  TOGUT, SEGAL & SEGAL LLP
                  One Penn Plaza
                  New York, NY 10119
                  Tel: (212) 594-5000
                  Fax: (212) 967-4258
                  Email: frankoswald@teamtogut.com
                         alcourt@teamtogut.com
                         lsheikh@teamtogut.com

Debtors' Claims   PRIME CLERK, LLC
and Noticing
Agent:

Debtors' Special  SHUTTS & BOWEN LLP
Real Estate
Counsel:

Debtors' Real     CBRE
Estate Broker:

Total Assets: $12 million as of April 30, 2014

Total Liabilities: $17.2 million as of April 30, 2014

As of the Petition Date, the Debtors' liabilities consist
primarily of approximately $1.7 million in obligations under a
secured loan extended to the Debtors by PAMI ALI, as evidenced by
a Promissory Note, dated March 12, 2014.  The Debtors also have
outstanding potential unsecured obligations, which are asserted in
the amount of approximately $15.5 million, comprised of:

   (a) approximately $5 million in obligations to the Canyon Ranch
       Entities under the Canyon Ranch Agreements, which
       are largely disputed;

   (b) approximately $370,000, as of April 30, 2014, in net rental
       income obligations to participating unit owners pursuant to
       the RMAs;

   (c) approximately $7,000 on account of association dues,
       utility payments and marketing costs relating to the
       Debtors' Units; and

   (d) approximately $10 million in disputed litigation claims.

The petitions were signed by Anthony Barsanti, authorized
signatory.

Consolidated List of Debtors' 13 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Canyon Ranch                       Agreements        Unliquidated

North Carillon Beach
Condominium Association, Inc.      Litigation        Unliquidated

Central Carillon Beach
Condominium Association, Inc.      Litigation        Unliquidated

South Carillon Beach
Condominium Association, Inc.      Litigation        Unliquidated

CR Miami LLC                       Obligations       Unliquidated

KM/Plaza                           Contract            $1,470,200
120 NE 27th Street, Suite 600
Miami, FL 33137
Tel.(305) 455-0784

EBL Partners, LLC, CGC Lic.        Contract          Unliquidated

Cotton and Company                 Contract                $2,300

Rennert Vogel Mandler &            Contract          Unliquidated
Rodriguez, P.A.

Florida Power and Light            Utility                 $1,450

North Carillon Beach               Association Dues          $509
Condominium Association, Inc.

South Carillon Beach               Association Dues          $105
Condominium Association, Inc.

Central Carillon Beach             Association Dues        $3,115
Condominium Association, Inc.


GARY L REINERT: Court Denies Bankruptcy Discharge
-------------------------------------------------
Bankruptcy Judge Jeffery A. Deller denied the request filed by
Gary L. Reinert, Sr., seeking reconsideration of the denial of his
discharge.  The discharge was denied, inter alia, for the Debtor's
failure to cooperate with the trustes, his failure to fulfill the
basic duties required of all debtors who seek the protection
afforded by bankruptcy and his failure to file the requisite
schedules of assets and liabilities and statement of financial
affairs.  The case has now been pending for approximately three
years, but the Debtor has yet to file Schedules and Statement of
Affairs that are complete and free of disclaimer.

Gary L. Reinert, Sr., filed his voluntary Chapter 11 case (Bankr.
W.D. Pa. Case No. 11-22840) on May 2, 2011.  Mr. Reinert's
personal case was filed along with several corporate cases with
which he was affiliated.

These cases are: Power Contracting, Inc., Case No. 11-22841JAD;
MFPF, Inc., Case No. 11-22842JAD, Metal Foundations, LLC, Case No.
11-22843JAD; Flying Roadrunner, Inc., Case No. 411-22845JAD;
Grille on 7th, Inc., Case No. 11-22846JAD.

Shortly after the filing of Mr. Reinert's bankruptcy case, Carlota
M. Bohm was appointed Chapter 11 Trustee on May 17, 2011.  Upon
the elevation of Attorney Bohm to the bench, Robert Shearer was
appointed successor trustee.  Subsequently, Eric Bononi was
elected as trustee.

During the tenure of the various trustees, there were no less than
seven motions to extend the time for filing the Schedules and
Statement of Affairs for this and the various corporate debtor
cases.  To assist with the preparation and filing of the Schedules
and Statement of Affairs, counsel for the Debtor was also employed
as special counsel to the Chapter 11 Trustee for that limited
purpose.  After the filing of the fifth motion to extend, this
Court issued an Order to Show Cause why the Debtors should not be
held in contempt for failing to file the Schedules and Statement
of Affairs.  Instead of filing the Schedules and Statement of
Affairs, Mr. Reinert filed another motion to extend the time.
That request was denied on March 1, 2012.  On that same date, the
Court converted Mr. Reinert's Chapter 11 proceeding to one under
chapter 7.

During the administration of the Chapter 11, the assets related to
Mr. Reinert's metal foundations business were sold by the Trustee.
Mr. Reinert contends that the computers containing the financial
information of the Debtors were then in the possession of the
purchaser of the assets.  It is on this basis that Mr. Reinert
alleged a lack of access in the disclaimer language of the
Schedules and Statement of Affairs. A dispute then arose between
the purchaser of the assets and Mr. Reinert resulting in a motion
to enforce the sale order being filed by the purchaser.  The
Bankruptcy Court then took the unusual step in June 2012 of
ordering that the desktop and laptop computers at issue formerly
utilized by the related Debtor entities to be brought to the court
at the rate of one computer a day over the course of eight
business days to allow for review of each of the computers at
issue.  It is undisputed that Mr. Reinert had full access to these
computers while they were at the offices of the Bankruptcy Clerk
of Court.

On October 15, 2012, the Court ordered that complete and accurate
schedules and statement of financial affairs were to be filed by
November 15, 2012.  The Order also stated that failure to do so
would result in a denial of discharge. The deadline for filing was
extended to November 21, 2012 upon request of the Debtor.  The
order granting the extension also included the same language
regarding denial of discharge in the event of failure to timely
file the schedules.

On November 21, 2012, Mr. Reinert filed Amended Statement of
Financial Affairs and Schedules.  Those documents no longer
contained the lengthy disclaimer originally used; instead, as to
certain debts listed on Schedule F as well as most answers to the
Statement of Financial Affairs, they contained the following
notation: "Verification still needed. Records received from 3rd
party (MFA) were incomplete information prior to 11/08/2011
removed from computer records."

On January 11, 2013 the Chapter 7 Trustee filed a motion to sell
six Pittsburgh Steelers seat licenses that were the assets of Mr.
Reinert. The seat licenses were not listed as an asset by Mr.
Reinert in the Schedules and Statement of Affairs. Nor did Mr.
Reinert disclose the existence of the seat licenses in several
Meetings of Creditors conducted by the Chapter 7 Trustee.  The
seat licenses were material and sold for $101,000 by Order dated
February 28, 2013.

On April 26, 2013, an Order of Court was entered requiring Mr.
Reinert to file in each of the affiliated corporate cases a
verification under penalty of perjury that the schedules and
statement of affairs (that had been completed by the Trustee) were
complete and accurate or to file the necessary amendments. Further
motions to extend time to comply with the order of April 26, 2013
were filed by Mr. Reinert.  The Court granted Mr. Reinert a
continuance until November 26, 2013.  That day, the Court entered
an Order denying further extensions and denying Mr. Reinert's
discharge.  To date, no further amendments to the schedules or
statement of affairs have been filed.

After the entry of the November 26th order, Mr. Reinert filed the
Motion for Reconsideration. The Motion for Reconsideration was
filed pro se despite the fact that he has had counsel throughout
the approximate three year life of this case.  Mr. Reinert was
provided a hearing date of January 14, 2014 for his Motion for
Reconsideration.  On January 9, 2014 Mr. Reinert, again acting pro
se, requested a continuance of the hearing.  The day before the
scheduled hearing on the Motion for Reconsideration, counsel for
Mr. Reinert sought to withdraw his representation.  The hearing on
the Motion for Reconsideration went forward on the scheduled
January 14, 2014 date; however, Mr. Reinert did not appear.  Mr.
Reinert asserted that medical reasons necessitated his absence
from the hearing.  The Court continued the matter to February 25,
2014, allowing Mr. Reinert an additional 30 days.

On February 25, 2014, Mr. Reinert appeared and was provided the
opportunity to present his argument, witnesses, testimony and
evidence to support his reconsideration motion.

A copy of the Court's May 30, 2014 Memorandum Opinion is available
at http://is.gd/4aFjawfrom Leagle.com.


GENERAL MOTORS: Ignition-Switch Compensation Plan Weeks Away
------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
compensation expert Kenneth Feinberg said he hopes within the next
few weeks to provide General Motors Co. with a set of options for
offering financial restitution to victims of car crashes connected
to the auto maker's ignition-switch recall.

According to the report, Mr. Feinberg said he continues "working
diligently" on the compensation recommendations and declined to
provide additional details on the timing.  The Journal noted that
Mr. Feinberg faces a tangle of issues, starting with how to
determine who would be eligible for compensation from any GM fund,
if one is established.  GM has said that it knows of 13 deaths
connected to the ignition-switch defect, which is linked to
stalling and air bag failures; however, attorneys for victims and
families say the number of deaths is higher, the report related.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Engineer Talks to Investigators
-----------------------------------------------
Jeff Bennett and Siobhan Hughes, writing for The Wall Street
Journal, reported that one of the General Motors Co. engineers at
the center of the controversy over the company's handling of a
deadly ignition switch defect has met with congressional
investigators, indicating lawmakers are accelerating their probe,
according to people familiar with the matter.

According to the report, Raymond DeGiorgio, who was suspended in
April with pay, traveled to Capitol Hill to talk about his role in
a design change to ignition switches installed in 2.6 million GM
compact cars that the company recalled earlier this year, two
people who know of the meetings said.

Law360 reported that GM lobbied the U.S. Judicial Panel on
Multidistrict Litigation to centralized dozens of suits over its
disastrous ignition-switch recall in New York, while plaintiffs
backed myriad venues spanning the country from California to
Florida.  GM's counsel argued before all seven JPML judges in
Chicago that the forthcoming decision on whether recall claims
were extinguished in the auto maker's 2009 bankruptcy will have a
profound impact on the MDL that it should proceed in the same
venue -- the Southern District of New York, Law360 related.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Has Made $22.6B While Taxpayers Lost $10.6B
-----------------------------------------------------------
Chris Isidore, writing for CNN Money, reported that since 2009,
General Motors has earned $22.6 billion, while taxpayers lost
$10.6 billion by the time the U.S. Treasury department closed the
books on the automaker's $49.5 billion bailout in December.

According to the report, GM has repaid everything it was obligated
to pay Treasury but taxpayers came up short because the U.S.
decided to buy GM stock to keep the automaker alive instead of
giving it a loan and saddling it with more debt.  Although GM has
been very profitable since 2009, its stock price never rose to a
level that let Treasury to recoup that investment, the report
said.

                       About General Motors

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

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

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

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

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

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


GRIDWAY ENERGY: Seeks OK for Ch. 11 Settlement with Creditors
-------------------------------------------------------------
Gridway Energy Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve a settlement and
compromise with (i) the Official Committee of Unsecured Creditors,
(ii) Vantage Commodities Financial Services I, LLC, as the
Debtors' prepetition secured lender, postpetition DIP lender and
current stalking horse purchaser of substantially all of the
assets of Gridway, and Negawatt Business Solutions, Inc., and (iv)
EDF Trading North America LLC, as swap counterparty pursuant to an
ISDA agreement.

In connection with the Global Settlement, a fund of approximately
$1.3 million to $1.5 million, or higher, depending on the proceeds
of the sale of the Ziphany and NBS assets, will be established to
fund (i) first, a carve-out for fees and expenses incurred by the
Committee and its professionals; and (ii) second, settlement of
non-ordinary course, colorable administrative expense claims
asserted by creditors based on postpetition commissions, severance
obligations, future compliance with non-compete provisions,
and/or other colorable non-ordinary course administrative claims
unpaid following the Petition Date.

In addition, the Global Settlement contemplates, among other
things, inter alia, (i) mutual releases by and between the
Debtors, Secured Parties, the Committee and the Committee's
members; and (ii) the release of all Avoidance Actions against
unsecured creditors, provided that third party non-estate claims
held by creditors against the Debtors' former chief executive
officer, Gary Mole or other individual non-debtors related to pre-
petition conduct are not being released.

A hearing on the motion is scheduled for June 16, 2014, at 11:00
AM.

The Debtors are represented by:

         Michael R. Nestor, Esq.
         Joseph M. Barry, Esq.
         Donald J. Bowman, Jr. (No. 4383)
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, Delaware 19801
         Telephone: 302.571.6600
         Facsimile: 302.571.1253

            -- and --

         Alan M. Noskow, Esq.
         Mark A. Salzberg, Esq.
         PATTON BOGGS LLP
         2550 M St. NW
         Washington, DC 20037
         Telephone: 202.457.6000
         Facsimile: 202.457.6315

The Creditors' Committee is represented by:

         Sharon Levine, Esq.
         Philip J. Gross, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, New Jersey 07068
         Telephone: (973) 597-2500
         Facsimile: (973) 597-6247
         Email: slevine@lowenstein.com
                pgross@lowenstein.com

            -- and --

         Frederick B. Rosner, Esq.
         Julia B. Klein, Esq.
         THE ROSNER LAW GROUP LLC
         824 Market Street, Suite 810
         Wilmington, DE 19801
         Email: rosner@teamrosner.com
                klein@teamrosner.com

                     About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors have tapped Patton Boggs LLP as counsel, Young,
Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

VCFSI is represented by Ingrid Bagby, Esq., and David E.
Kronenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, in New
York; and Jason Madron, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.


HILLMAN GROUP: S&P Affirms 'B' CCR & Removes From Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Cincinnati, Ohio-based The Hillman
Group Inc.  S&P has also removed all ratings from CreditWatch
negative, where it placed them on May 20, 2014.  The outlook is
stable.

At the same time, S&P assigned a 'B' issue-level rating to
Hillman's proposed $680 million senior secured credit facility,
which includes a $70 million revolving credit facility due 2019
and a $610 million term loan due 2021.  The recovery rating for
the senior secured credit facility is '3', reflecting S&P's
expectations for meaningful (50% to 70%) recovery in the event of
payment default.  S&P also assigned a 'CCC+' issue-level rating to
the proposed $270 million senior unsecured notes due 2022.  The
recovery rating for the notes is '6', reflecting S&P's
expectations for negligible (0% to 10%) recovery in the event of
payment default.

The proceeds from the new debt in addition to new equity from CCMP
Capital Advisors and a small portion of the proposed revolving
credit facility will be used to refinance the existing capital
structure.  S&P will withdraw the ratings on Hillman's existing
balances on the 10.875% senior unsecured notes due 2018, the
delayed draw term loan due 2016, the $30 million revolving credit
facility due 2015, and the $350 million term loan due 2017,
following the full repayment of these facilities upon the close of
the transaction.  Pro forma for the LBO and refinancing,
approximately $1 billion of adjusted debt will be outstanding.
The ratings are subject to review upon final documentation.

"The ratings on Hillman reflect our view that the company's
financial risk profile is 'highly leveraged' and that the business
risk profile is 'fair,'" said Standard & Poor's credit analyst
Stephanie Harter.

For the 12 months ended March 31, 2014, S&P estimates the ratio of
adjusted total debt to EBITDA of about 6.6x and funds from
operations (FFO) to total debt of about 7.5%.  Pro forma for the
buyout related financing, S&P estimates leverage of about 8x.  S&P
expects the company to improve its credit metrics through a
combination of additional debt reductions and sustained EBITDA
margin over the next 12 months.  Based on S&P's forecast, it
estimates that by the end of fiscal 2014, adjusted leverage will
be about 7x and FFO to total debt will be about 7.5%.

The outlook is stable, reflecting S&P's expectation that Hillman
will further improve credit measures and maintain adequate
liquidity.

S&P could lower its ratings if Hillman's leverage remains well
above 7.0x, possibly as a result of acquisition activity, a
decline in operating performance, the loss of a major customer or
rising production costs.  S&P estimates this scenario could occur
with revenue growth in the low-single digits and relatively stable
EBITDA margin.

Although unlikely in the next year, S&P would consider an upgrade
if the company lowers and commits to leverage below 5x.  S&P
estimates double-digit revenue growth coupled with about 200-
basis-point gross margin improvement for this to occur, likely
driven by acquisitions.


HUNTSMAN INTERNATIONAL: Moody's Keeps B1 Rating Over Add-on Notes
-----------------------------------------------------------------
Moody's Investors Service reiterated the B1 rating on Huntsman
International LLC's (HI) 5 1/8% notes due 2021 after the company
issued an add-on of EUR145 million. The original ?300 million of
notes were rated B1 in December 2013. The proceeds are expected to
be used for general corporate purposes and will not affect
Huntsman's ratings or outlook. HI and its parent, Huntsman
Corporation (Huntsman), have Ba3 Corporate Family Ratings (CFRs)
and their outlook is stable. HI is a wholly owned subsidiary of
Huntsman Corporation and is the primary issuer of Huntsman's
corporate debt.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide variety of end markets, including aerospace, automotive,
construction, consumer products, electronics, medical, packaging,
coatings, refining and synthetic fibers. Huntsman has revenues of
over $11 billion.


IGPS COMPANY: Purchaser Is Being Legally Taxed, Says NY AG
----------------------------------------------------------
Law360 reported that New York Attorney General Eric T.
Schneiderman and the state's taxation agency slammed an objection
by the private equity-backed purchaser of bankrupt iGPS Co. LLC to
an estimated tax claim, saying the company's foot-dragging during
an audit necessitated the assessment.

According to the report, Schneiderman and the state's Department
of Taxation and Finance said iGPS Logistics LLC, the shell company
established to purchase plastic pallet leaser iGPS' assets,
delayed an audit to determine its actual tax liability and forced
the agency to calculate an estimate in order to file the claim in
time to meet bankruptcy court deadlines.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild
LLP, in Wilmington, Delaware; and John K. Cunningham, Esq.,
Richard S. Kebrdle, Esq., Kevin M. McGill, Esq., Fan B. He, Esq.,
at White & Case LLP, in Miami, Florida, also represent the Debtor.

The Plan filed in the Debtor's case proposes to transfer to a
liquidation trust all of the remaining assets of the Debtor.
Under the Plan, Priority Claims (Class 1) and Non-Lender Secured
Claims (Class 2) are unimpaired and will recover 100% of the
allowed claim amount.  Unsecured Claims (Class 3) are impaired and
will receive its pro rata share of the available proceeds.  Equity
Interests (Class 4) are also impaired and will be canceled on the
effective date.

The Official Committee of Unsecured Creditors is represented by
the law firm of McKenna Long & Aldridge LLP, as its counsel, and
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its Delaware
counsel.  The Committee tapped to retain Emerald Capital Advisors
as its financial advisors.

iGPS received court approval in July to sell the business largely
in exchange for secured debt and filed the liquidating plan based
on a settlement negotiated between the lenders and the unsecured
creditors' committee.

iGPS Logistics LLC, an entity established by the lenders, bought
the business for $2.5 million cash and a commitment to pay all
priority tax claims and claims by workers fired without required
notice.  The lenders agreed to waive their claims.  The buyers are
Balmoral Funds LLC, One Equity Partners LLC, and Jeff and Robert
Liebesman. They purchased the $148.8 million working-capital loan
shortly before bankruptcy.

In September 2013, the Court authorized the Debtor to change its
name to "Pallet Company LLC."

The Debtor's Second Amended Chapter 11 Plan, which was co-proposed
by the Official Committee of Unsecured Creditors, was confirmed on
Nov. 14, 2013, and declared effective Nov. 27, 2013.  Creditors
were projected to recoup 28% to 35% on $13.8 million in unsecured
claims.


INSTITUTO MEDICO: Monge Robertin Approved as Restructuring Advisor
------------------------------------------------------------------
Instituto Medico Del Norte, Inc. sought and obtained authorization
from the U.S. Bankruptcy Court for the District of Puerto Rico to
employ Jose M. Monge Robertin and Monge Robertin & Asociados, Inc.
as insolvency and restructuring advisors.

The Debtor requires Monge Robertin to:

   (a) assist Debtor and counsel to review tax and other claims
       and negotiate where necessary with taxing authorities and
       creditors;

   (b) review cash flow projections of the Debtor under the
       proposed plan of reorganization and prepare for testimony,
       if necessary, regarding feasibility;

   (c) prepare the Summary of Claims and Plan Payments as exhibits
       to the Disclosure Statement;

   (d) reconcile claims with Claims Registrar and classify claims
       in accordance with the Code;

   (e) assist the Debtor to develop the Plan of Reorganization
       including changes in the capital and financial
       restructuring;

   (f) assist counsel to develop drafts on the Disclosure
       Statement and plan;

   (g) prepare a Liquidation Analysis as an exhibit of the
       Disclosure Statement;

   (h) review operating reports to ascertain compliance with U.S.
       Trustee Guidelines;

   (i) assist the Debtor to determine U.S. Trustee fees for
       payment in accordance with current fee tables;

   (j) valuation of equipment and vehicles and real property as
       required for the Disclosure Statement and Liquidation
       Analysis;

   (k) review tax compliance and tax attributes to assist the
       Debtor in obtaining the full benefits permitted by law in
       relation to tax losses and non-taxable adjustments of
       claims;

   (l) assist external auditors, if necessary, in the drafting of
       financial statements in accordance with GAAP for entities
       under reorganization;

   (m) prepare a Feasibility Report for confirmation of the Plan;

   (n) provide testimony, if necessary, on feasibility or any
       other matters of expertise;

   (o) assist counsel in the compilation of 1129 statement data;

   (p) assist the Debtor in preparation of Quarterly Operating
       Reports from confirmation date to final decree;

   (q) coordinate with external accountant and CPA for ordinary
       course services;

   (r) assist legal counsel in any adversary proceedings that may
       arise in the course of the reorganization that may require
       financial and accounting support or testimony;

   (s) assist legal counsel and the Debtor in any negotiations
       with creditors or post-petition equity funding or
       financing;

   (t) review insurance coverage and expenses;

   (u) assist counsel and the Debtor to organize dockets, proof of
       claims and other documents to reduce electronic filing
       costs and provide efficient access to documents;

   (v) prepare Substantial Consummation Report for counsel to
       request Final Decree; and

   (w) any other support requested by counsel or the Debtor that
       is necessary for the benefit of the estate.

Monge Robertin will be paid at these hourly rates:

       Jose M. Monge Robertin         $200
       David Ruiz                     $200
       Maria Pena                     $125
       Juan Llorens                   $75
       Support Staff                $65-$75
       Accounting Assistants          $35

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

A deposit of $5,000 is required to be provided by Debtor with the
Approval of the Court.

Jose M. Monge Robertin, principal of Monge Robertin, 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.

Monge Robertin can be reached at:

       Jose M. Monge Robertin CPA, CIRA, CGMA
       MONGE ROBERTIN & ASOCIADOS, INC.
       #97 Acosta Street
       Caguas, PR 00725
       Tel: (787) 410-1107
       Fax: (787) 746-3895

                    About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20,843,692 in total assets and $20,107,642
in total liabilities.  The Debtor, however, said its real property
has a book value of $16,000,000 and personal property is worth
$6,105,979.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.


JACK COOPER: Moody's Lowers Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family
Rating ("CFR") to JCH Parent, Inc. ("Jack Cooper"), a newly formed
corporation that will become the direct parent of Jack Cooper
Holdings Corp. ("JCHC") and has withdrawn the B2 CFR of JCHC, in
essence lowering the CFR of the company to B3 from B2. The rating
action follows the company's announcement to issue $150 million of
senior PIK toggle notes and to use approximately $125 million of
the net proceeds to fund a dividend to its shareholders. Moody's
has assigned a Caa2 rating to the new senior PIK toggle notes and
affirmed the B2 rating of the existing senior secured notes. The
ratings outlook is stable.

Ratings Rationale

The announced transaction increases Jack Cooper's total debt to
approximately $1.1 billion, calculated on a Moody's adjusted
basis, including more than $400 million of imputed debt associated
with the company's share in unfunded multi-employer pension plans.
As a result, Moody's estimates that leverage, as measured by Debt
to EBITDA, could increase to approximately 8.0 times in 2014,
whereas EBIT to Interest for 2014 is estimated at only 1.0 times.
The proposed transaction is considered particularly aggressive as
it occurs at a time when debt levels are elevated due to the
Allied acquisition in December 2013 and shortly after weak results
for the first quarter due to the adverse impact of severe winter
weather.

At the same time, the B3 CFR for Jack Cooper takes into account
the leading position of the company as a trucking-based logistics
services provider specializing in the transportation of
automobiles and light trucks. Moody's believes that the Allied
acquisition has further strengthened the company's market position
as it increases Jack Cooper's scale, diversifies its customer base
and offers the potential to increase margins resulting from re-
pricing of contracts and operational synergies. Notwithstanding
the company's long-standing relationships with major car
manufacturers and its multi-year contracts, the business remains
exposed, however, to the cyclical North American automobile
industry.

Moody's considers Jack Cooper's liquidity adequate. While the
company typically maintains a minimal cash balance and
availability under the $100 million revolving credit facility was
$25.4 million as of March 31, 2014, free cash flow could become
positive in 2014, excluding the announced special dividend,
provided the company successfully increases operating margins.

The stable ratings outlook is predicated on continuing demand from
Jack Cooper's customer base, supported by moderately growing new
car sales. The outlook also anticipates the realization of
benefits the company expects from the Allied acquisition.

The B2 rating for the existing senior secured notes is one notch
higher than the B3 CFR, which reflects the senior position of
these securities in Moody's Loss Given Default ("LGD") analysis as
well as the substantial amount of unsecured debt, comprised
predominantly of the unfunded multi-employer pension plan
obligations and the new $150 million senior PIK toggle notes. The
new senior PIK toggle notes are structurally subordinated to all
other obligations in the LGD analysis, substantially reducing
their recovery rate as reflected in the Caa2 rating.

The ratings could be lowered if the company is not able to
demonstrate sufficient margin enhancement from the anticipated
benefits of the Allied acquisition, which is critical to generate
meaningful free cash flow to de-lever the balance sheet from
currently heightened levels. The ratings could also be lowered if
free cash flow is adversely affected by an unexpected weakening in
the demand for new automobiles and light trucks. The ratings
anticipate Debt to EBITDA to decrease to 7.0 times or less and
could be pressured if leverage remains at or above current levels
of approximately 8.0 times for a sustained period of time.

An upgrade of the ratings could be considered if Jack Cooper
demonstrates the ability to generate consistently free cash flow
that is deployed to reduce leverage. As the company has limited
flexibility to reduce the balance of the outstanding notes,
Moody's foresees little upward rating pressure over the medium
term, however. Debt to EBITDA of less than 6.0 times and EBIT to
Interest of at least 1.5 times could support a positive rating
action.

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

Assignments:

Issuer: JCH Parent, Inc.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured Regular Bond/Debenture, Assigned Caa2

Senior Secured Regular Bond/Debenture, Assigned a range of
LGD6, 93 %

Outlook Actions:

Issuer: Jack Cooper Holdings Corp.

Outlook, Remains Stable
Issuer: JCH Parent, Inc.

Outlook, to Stable from No Available Outlook

Affirmations:

Issuer: Jack Cooper Holdings Corp.

Senior Secured Regular Bond/Debenture Jun 1, 2020, Affirmed B2

Upgrades:

Issuer: Jack Cooper Holdings Corp.

Senior Secured Regular Bond/Debenture Jun 1, 2020, Upgraded to a
range of LGD3, 33 % from a range of LGD4, 57 %

Withdrawals:

Issuer: Jack Cooper Holdings Corp.

Corporate Family Rating, Withdrawn , previously rated B2

Probability of Default Rating, Withdrawn , previously rated
B2-PD

JCH Parent, Inc. is a newly formed corporation that will become
the direct parent of Jack Cooper Holdings Corp., headquartered in
Kansas City, MO, a leading provider of over-the-road
transportation of automobiles, SUVs and light trucks in the U.S.
and Canada.


JAMES RIVER: Seeks to Pay $2.7-Mil. Bonuses to Executives
---------------------------------------------------------
James River Coal Company asked permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia, Richmond Division, to
implement (a) a Chapter 11 key employee incentive plan, (b) a non-
insider key employee retention plan, and (c) modifications to the
Debtors' prepetition severance plan.

If the Debtors achieve the minimum threshold of Total Value, the
KEIP Participants will receive aggregate KEIP Payments of
$892,715.  At the target threshold of Total Value, aggregate KEIP
Payments will be $1,444,040.  At the maximum threshold of Total
Value, the KEIP Participants will receive aggregate KEIP Payments
of $2,711,148.  The KEIP Participants include nine individuals,
consisting of (i) the President and Chief Executive Officer, (ii)
the Chief Operating Officer, (iii) the Chief Accounting Officer,
(iv) five presidents of the Debtors' mine operations and (v) one
assistant general manager of a mine operation, who, since the
departure of the mine's former president, has been performing
functions similar to those of the presidents of the Debtors' other
mine operations.

The maximum cost of the KERP is $1,401,783, with 100% of the KERP
Payments vesting only upon a KERP Participant's continued
employment through the earlier of the (1) sale of all or
substantially all of the assets of the Debtors in one or more
sales or (2) consummation of a chapter 11 plan.  The employees
eligible to participate in the KERP include 39 of the Debtors'
non-insider employees who are vital to the Debtors' businesses and
restructuring.

The Debtors filed a separate motion seeking authority to file
under seal Exhibits D and E to their motion to implement the KEIP
and KERP plans.

                        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.


JOHNSON CITY, TN: Moody's Hikes Revenue Bond Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded to Ba1 from Ba3 the
refunded Health and Educational Facilities Board of the City of
Johnson City's (TN) Hospital Revenue Refunding and Improvement
Bonds (Johnson City Medical Center Hospital), Series 1991 and
1998C.

Rating Rationale

This rating upgrade is based on the improved quality of
investments held in the escrow account. The escrow funds are
invested in the following:

1. Investment agreement with MBIA Inc. (MBIA Inc was upgraded to
Ba1 from Ba3 on May 21, 2014)

2. Health and Educational Facilities Board of the City of Johnson
City's (TN), Hospital First Mortgage Revenue Bonds, Series 2000C
(underlying rating of Baa1)

3. Mountain States Health Alliance's First Mortgage Bonds, Series
2000D (underlying rating of Baa1)

The Ba1 rating on the refunded bonds reflects the credit quality
of the investment agreement provider.

Strengths

-- Secure escrow structure

Challenges

-- Potential downgrade of counterparties or investment providers

What Could Make The Rating Go UP

-- Upgrade of counterparties or investment providers

What Could Make The Rating Go DOWN

-- Downgrade of counterparties or investment providers

The following is a list of outstanding bonds affected:

The Health and Educational Facilities Board of the City of Johnson
City, Tennessee, Hospital Revenue Refunding and Improvement Bonds,
Series 1991 (Johnson City Medical Center Hospital), dated August
1, 1991, term bonds due July 1, 2016, escrowed to maturity.
CUSIP#: 478271 FE4. Amount outstanding: $4,545,000.

The Health and Educational Facilities Board of the City of Johnson
City, Tennessee, Hospital Revenue Refunding and Improvement Bonds,
Series 1998C (Johnson City Medical Center Hospital), dated
December 1, 1998, term bonds due July 1, 2025, escrowed to
maturity. CUSIP#: 478271 FG9. Amount refunded: $59,565,000.

The Health and Educational Facilities Board of the City of Johnson
City, Tennessee, Hospital Revenue Refunding and Improvement Bonds,
Series 1998C (Johnson City Medical Center Hospital), dated
December 1, 1998, term bonds due July 1, 2028, escrowed to
maturity. CUSIP#: 478271DC0. Amount refunded: $75,105,000.

The principal methodology used in this rating was Rating
Methodology: Refunded Bonds published in June 2007.


JORENE E MIZE: Frazee Law Group Allowed $45,000 in Fees
-------------------------------------------------------
Frazee Law Group, counsel for Jorene E. Mize, filed its first
interim application for compensation seeking fees of $54,295.00
and costs of $6,036.50.  In a May 28 Memorandum Decision available
at http://is.gd/a6dGACfrom Leagle.com, Bankruptcy Judge Fredrick
E. Clement approved fees of $39,813.50 and costs of $5,286.50, on
an interim basis.

The Court noted that Mr. Mize's Chapter 11 case is distinguished
only by skirmishes with the major secured creditor over cash
collateral, valuation of collateral, stay relief and cause for
conversion or dismissal.

Jorene E. Mize filed for Chapter 11 bankruptcy (Bankr. E.D. Calif.
Case No. 13-14894).  In the 10 months the case has been pending,
major events include employment of counsel and an appraiser;
approval of the use of cash collateral (achieved on the second
effort); valuation of commercial property located at 40807 Highway
41, Oakhurst (settled shortly before a scheduled evidentiary
hearing); resolution by settlement of a motion for stay relief or,
in the alternative, for dismissal or conversion; extension of
exclusivity; an unsuccessful motion for sanctions; and approval of
appraiser's fees (achieved on the second effort). A plan and
disclosure statement have been filed, but despite two efforts the
disclosure statement has not been approved.


LEVEL 3: Fitch Raises Issuer Default Rating to 'B+'
---------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR)
assigned to Level 3 Communications, Inc. (LVLT) and its wholly
owned subsidiary Level 3 Financing, Inc. (Level 3 Financing) to
'B+' from 'B'.  In addition Fitch has upgraded specific issue
ratings assigned to LVLT and Level 3 Financing as outlined at the
end of this release.  The Rating Outlook has been revised to
Stable.  Approximately $8.4 billion of LVLT's consolidated debt as
of March 31, 2014 is affected by Fitch's actions.

Key Rating Drivers

-- LVLT is clearly operating within its 3x to 5x net leverage
target.  Fitch expects further strengthening of LVLT's credit
metrics during the remainder of 2014 as the company benefits from
anticipated EBITDA growth, free cash flow (FCF) generation and
debt reduction.  Fitch foresees LVLT leverage will approach 4.7x
by the end of 2014 and under 4x by the end of next year.

-- The company is poised to generate sustainable levels of FCF
(defined as cash flow from operations less capital expenditures
and dividends).  Fitch anticipates LVLT FCF generation during 2014
will approximate 4% of consolidated revenues, growing to 7.5% of
revenues by year-end 2016.

-- LVLT's revenue mix transformation is proceeding.  The company's
operating strategies are aimed at shifting its revenue and
customer focus to become a predominantly enterprise-focused
entity.

-- The operating leverage inherent within LVLT's business model
positions the company to expand both gross and EBITDA margins.

The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF.

Consolidated leverage as of the LTM period ended March 31, 2014
declined to 4.95x marking an improvement from 5.17x, 5.85x, and
8.1x as of years-ended 2013, 2012, and 2011, respectively.  Fitch
foresees LVLT leverage will further improve to 4.7x by the end of
2014 and to under 4x by year-end 2015.

Fitch believes the company's ability to grow high-margin CNS
revenues coupled with the strong operating leverage inherent in
its operating profile positions the company to generate consistent
levels of FCF.  LVLT generated approximately $93 million of FCF
during the LTM period ended March 31, 2014.  In addition to LVLT's
positive operating momentum driving EBITDA growth, additional
factors such as interest expense savings derived from capital
market activities completed during 2013 ($60 million of annual
cash interest savings) and on-going operating cost optimization
efforts (including 2013 head-count reductions) position the
company to grow FCF during the ratings horizon.  Fitch anticipates
LVLT FCF generation during 2014 will approximate 4% of
consolidated revenues growing to 7.5% of revenues by year-end
2016.

Based largely on LVLT's strategy to invest in metropolitan
facilities (which extend its on-network footprint and overall
network depth) to carry more communications traffic on its
network, the company derives strong operating leverage from its
cost structure and network, enabling it to enhance margins.
Additionally, the company's improving revenue mix can further
strengthen its operating leverage and contribute to higher gross
and EBITDA margins.  LVLT's gross margin increased 170 basis
points (bps) on a year-over-year basis during the first quarter of
2014. In addition, EBITDA margin increased 400bps, demonstrating
the strong operating leverage inherent in LVLT's operating
profile.

LVLT's enterprise segment continues to drive overall revenue
growth within CNS.  LVLT's operating strategies are aimed at
shifting its revenue and customer focus to become a predominantly
enterprise-focused entity.  The process started with the GLBC
acquisition.  LVLT's network capabilities, in particular its
strong metropolitan network, along with a broad product and
service portfolio emphasizing IP-based infrastructure and managed
services, provide a solid base on which to grow its enterprise
segment revenues.  Fitch believes that revenue growth prospects
within LVLT's CNS segment stand to benefit from the transition
among enterprise customers from legacy time division multiplexing
(TDM) communications infrastructure to Ethernet or IP VPN
infrastructure based in internet protocol.  Fitch anticipates that
enterprise revenues will account for approximately 69% of CNS
revenues by the end of 2015. Enterprise-segment revenues expanded
by 10.4% on a year-over-year basis during the first quarter (11.2%
on a constant currency basis). Importantly, revenue churn improved
10bps year-over-year during the first quarter to 1.5%.

Overall, Fitch's ratings incorporate LVLT's weaker competitive
position and lack of scale relative to larger and better
capitalized market participants. The ratings for LVLT reflect the
company's strong metropolitan network facilities position relative
to alternative carriers, as well as the diversity of its customer
base and service offering, and a relatively stable pricing
environment for a significant portion of LVLT's service portfolio.

Fitch believes that LVLT's liquidity position is adequate given
the rating, and that overall financial flexibility is enhanced
with positive FCF generation. The company's liquidity position is
primarily supported by cash carried on its balance sheet, which as
of March 31, 2014 totaled approximately $607 million, and expected
FCF generation. LVLT does not maintain a revolver, which limits
its financial flexibility in Fitch's opinion. LVLT does not have
any significant maturities scheduled during the remainder of 2014.
LVLT's next scheduled maturity is not until 2015 when
approximately $475 million of debt is scheduled to mature or
convert into equity.

Rating Sensitivities

What Could Trigger a Positive Rating Action:

-- Consolidated leverage maintained at 4x or lower;

-- Consistent generation of positive FCF, with FCF-to-adjusted
   debt of 5% or greater;

-- Positive operating momentum characterized by consistent core
   network services revenue growth and gross margin expansion.

What Could Trigger a Negative Rating Action:

-- Weakening of LVLT's operating profile, as signaled by
   deteriorating margins and revenue erosion brought on by
   difficult economic conditions or competitive pressure;

-- Discretionary management decisions including but not limited
   to execution of merger and acquisition activity that increases
   leverage beyond 5.5x in the absence of a credible de-
   leveraging plan.

Fitch upgrades the following with a Stable Outlook:

LVLT:

-- IDR to 'B+' from 'B';
-- Senior unsecured notes to 'B/RR5' from 'B-/RR5'.

Level 3 Financing, Inc.:

-- IDR to 'B+' from 'B';
-- Senior secured term loan to 'BB+/RR1' from 'BB/RR1';
-- Senior unsecured notes to 'BB/RR2' from 'BB-/RR2'.


LEWER LIFE: A.M. Best Affirms 'B' Financial Strength Rating
-----------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from positive and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb+" of Lewer Life Insurance Company (Kansas
City, MO).

The stable outlook reflects Lewer Life's lower operating earnings
reported in 2013 and a net operating loss reported in the first
quarter 2014 due to adherence with minimum loss ratio and rebate
requirements of The Patient Protection and Affordable Care Act.
A.M. Best believes the company's operating results could be
adversely impacted further by these requirements in the short-to-
medium term. Additionally, Lewer Life is primarily a reinsurer of
international student health insurance business underwritten
mainly by one carrier and marketed and administered chiefly by its
affiliate, The Lewer Agency, Inc.

Positive rating actions may occur if Lewer Life generates and
sustains substantially higher earnings trends, generates
meaningful non-student insurance premium revenue and materially
grows its absolute level of capital. Alternatively, negative
rating actions may occur if the company's earnings decline further
or net premium revenue and/or capitalization levels materially
deteriorate.


LIGHTSQUARED INC: Garmin Moves to Dismiss Contract Claims
---------------------------------------------------------
Law360 reported that Garmin International Inc., Deere & Co. and
other GPS companies fired back against LightSquared Inc. in New
York bankruptcy court, countering the wireless startup's
allegations that they breached contract and withheld crucial
spectrum-usage information.

According to the report, Garmin, Deere, Trimble Navigation Ltd.,
the U.S. GPS Industry Council and the Coalition to Save Our GPS
said they were not contractually obligated to design their devices
to be compatible with the spectrum for which the Federal
Communications Commission approved LightSquared.

The adversary cases are LightSquared Inc. et al. v. Deere &
Company et al., case number 1:13-cv-08157, and Harbinger Capital
Partners LLC v. Deere & Company et al., case number 1:13-cv-05543,
in the same court.

                     About LightSquared Inc.

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

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

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

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


LONGVIEW POWER: Revises Bankruptcy Exit Plan
--------------------------------------------
Longview Power, LLC, et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a revised version of their first
amended joint plan of reorganization to provide updates in the
Debtors' ongoing dispute with Kvaerner North American
Construction, Inc., and Siemens Energy, Inc.

The Amended Plan requires the Debtors to obtain an order of the
Bankruptcy Court determining that proceeds from the Policy of
Title Insurance, number A40008468 issued by First American Title
Insurance Company, issued to the Longview Credit Agreement
Collateral Agent on March 9, 2007, are available for assignment
and distribution in accordance with the Amended Plan in the event
that the Liens, if any, securing Allowed Siemens Mechanics' Lien
Claims or Allowed Kvaerner Mechanics' Lien Claims, if any, are
senior in priority to any Liens securing Longview Credit Facility
Claims.

The contractors claim to have $335 million in mechanics' liens on
Longview's plant, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said.  The lenders made a concession to enable the
revised plan by agreeing to allow their $825 million title
insurance policy to be used to pay the contractors' claims in full
if their mechanics' lien are determined to come ahead of theirs,
Mr. Rochelle related.  If a court decides the mechanics' liens are
junior to the lenders, the contractors will be given notes for 22
percent of their claims if they vote for the plan, and if they
vote against the plan, they will have notes for 5.5 percent of
their claims, Mr. Rochelle further related.

The Debtors recently amended the DIP Credit Agreement, which
amendment requires: (1) the hearing to confirm the Debtors'
Chapter 11 plan of reorganization to commence on or before
September 2, 2014; (2) the Confirmation Order to be entered on or
before September 9, 2014; and (3) the Effective Date of the
Debtors' chapter 11 plan of reorganization to occur on or before
September 23, 2014.  Longview's exclusive plan filing deadline is
extended until June 4, while its exclusive solicitation period is
until Aug. 5.

Law360 reported that the bankruptcy judge in Delaware approved a
supplement to Longview's disclosure statement, allowing the coal
plant operator to continue soliciting votes for its Chapter 11
plan.  Longview also submitted an amended plan on May 2 designed
to advance the case by creating an alternative method of resolving
$335.7 million in contested mechanic's liens claims asserted by
contractors Siemens and Kvaerner.

A full-text copy of the Revised Plan dated May 27 is available at
for free at http://bankrupt.com/misc/LONGVIEWplan0527.pdf

                      About Longview Power LLC

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

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

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

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


MALAYSIA AIRLINES: Union Calls for CEO to Resign
------------------------------------------------
The Associated Press reported that the union representing Malaysia
Airlines employees is calling for the resignation of the airline's
chief executive, saying new management is needed to revive the
beleaguered flag carrier.  According to the report, citing the
union's secretary Mohamad Jabbarullah Abdul Kadir, the airline has
been mired in losses for four straight years and is now grappling
with the aftermath of the Flight 370 tragedy.  He says bankruptcy
isn't an option but a new management team with experience in
aviation can help improve the airline's performance, the AP
related.


MATERIAL MANAGEMENT: Judge Converts Case to Chapter 7
-----------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte converted the Chapter 11 case
of Material Management, Inc., to one under Chapter 7 of the
Bankruptcy Code, at the behest of creditors L.A. Scrap Export,
Inc. and L.A. Scrap Puerto Rico.  A copy of the Court's May 28,
2014 Opinion and Order is available at http://is.gd/yKYM8Mfrom
Leagle.com.

Material Management Inc., based in Dorado, Puerto Rico, filed for
Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 14-00478) on Jan.
28, 2014.  Judge Enrique S. Lamoutte Inclan serves as the Debtor's
counsel.  Jorge R Davila Law Office serves as the Debtor's
bankruptcy counsel.  In its petition, MMI estimated $1 million to
$10 million in both assets and liabilities.  The petition was
signed by Roy J. Barrie, president.  A list of the Debtor's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/prb-14-00478.pdf

The Debtor has not yet filed its Disclosure Statement and Plan.


MBE CHARLESTON: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     MBE Charleston Square, LLC                   14-60886
     2310 Woodland Lake Walk
     Snellville, GA 30078

     MBE Southgate, LLC                           14-60889
     2310 Woodland Lake Walk
     Snellville, GA 30078

Chapter 11 Petition Date: June 2, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: John A. Christy,, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: 404-681-3450
                  Fax: 404 681 1046
                  Email: jchristy@swfllp.com

                                        Estimated     Estimated
                                          Assets     Liabilities
                                        ----------   -----------
MBE Charleston Square, LLC              $1MM-$10MM   $1MM-$10MM
MBE Southgate, LLC                      $1MM-$10MM   $1MM-$10MM

The petitions were signed by Mark B. Epstein, general partner, MBE
Investment, LP, sole member.

A list of MBE Charleston Square, LLC's 12 largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/ganb14-60886.pdf

A list of MBE Southgate, LLC's 12 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/ganb14-60889.pdf


MF GLOBAL: PWC Raises Equal Fault Defense in Suit
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PricewaterhouseCoopers LLP is again resorting to an
old English legal principle to fight a $1 billion lawsuit stemming
from MF Global Holdings Ltd.'s collapse.

According to the report, the accounting firm asked U.S. District
Judge Victor Marrero to dismiss the suit under the doctrine of "in
pari delicto," Latin for "in equal fault."  PwC, the report noted,
successfully applied the principle in February, when Judge Marrero
dismissed claims brought by MF Global's brokerage unit and its
customers.

The lawsuit is MF Global Holdings Ltd. v. PricewaterhouseCoopers
LLP, 14-cv-02197, U.S. District Court, Southern District of New
York (Manhattan).

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MI PUEBLO: Court Won't Stay Confirmation Order Pending Appeal
-------------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt denied the motions of NUCP
Turlock, Inc. for a stay of the orders confirming the Chapter 11
plans for MI Pueblo San Jose, Inc., and Cha Cha Enterprises, LLC,
pending NUCP's appeal.

NUCP, which is an unsecured creditor with filed claims in each
case in excess of $11 million, has appealed the Bankruptcy Court's
orders confirming each of Debtors' plans of reorganization.  NUCP
seeks a stay of the provisions of the confirmation orders that
approve and implement releases of claims by either Debtor against
Juvenal Chavez, members of the Chavez family, and the Chavez
family trust, to the extent necessary to enable unsecured
creditors to realize the benefit of any such claims that might be
pursued following a reversal of the confirmation order(s).

NUCP is represented by attorneys Peter J. Benvenutti and Tobias S.
Keller.

The motions are opposed by Debtor Mi Pueblo, Inc., which is
represented by attorney Robert Harris; Debtor Cha Cha Enterprises,
LLC, which is represented by attorney Paul Pascuzzi; Victory Park
Capital Advisors, LLC and Victory Park Management, LLC, which are
represented by attorney Todd Schwartz; Juvenal Chavez, who is
represented by attorney Henry B. Niles, III; and The Official
Committee of Unsecured Creditors of Mi Pueblo San Jose, Inc.,
which is represented by attorney Eric Goldberg.

NUCP argues that there are serious questions going to the merits
of its appeal.  NUCP challenges the Bankruptcy Court's findings
that the Plans were proposed in good faith and the Court's
overruling of NUCP's evidentiary objections. NUCP also contends
that the expedited nature of the confirmation hearing deprived
NUCP of a reasonable opportunity to develop and present its
objections.

NUCP also questioned whether the Chavez family had engaged in
self-dealing in the management of the Debtors, but offered no
proof to that effect. However, the Creditors' Committee provided
evidence that it had engaged in its own substantial investigation
into these matters and discovered nothing that warranted the
Committee's withdrawal of support for the plans.

At the confirmation hearing, the Court permitted NUCP to cross-
examine Mr. Chavez, albeit on a limited basis, but that cross-
examination revealed nothing that raised questions as to whether
the Plans were proposed in good faith.

NUCP has been litigating with Mi Pueblo for some time dating back
to well before the bankruptcy cases were filed. NUCP could have,
but did not, raise issues and/or take discovery relating to
alleged conflicts and/or lack of good faith at any time during
these bankruptcies -- and certainly as of the time of Debtor's
motion for approval of DIP and exit financing in early March 2014.

According to Judge Weissbrodt, a stay pending appeal of the
confirmation orders would cause irreparable harm to the
Reorganized Debtors. Debtor Mi Pueblo is required to post a $3.5
million workers' compensation bond by June 1, 2014.  According to
the declaration of John Zott, Chief Financial Officer of Mi
Pueblo, Mi Pueblo will not have sufficient cash to post the bond
without the exit financing provided for in the plan, and without
workers' compensation insurance, Mi Pueblo will be forced to cease
operations.  Collectively, the Debtors employ approximately 2,700
people across California.  Absent the exit financing, Mi Pueblo's
21 grocery stores, which cater to the area's underserved Hispanic
population, would be forced to close, and those 2,700 employees
would be put out of work. The liquidation of Mi Pueblo would
likely be devastating to Cha Cha as well, given that Mi Pueblo is
Cha Cha's primary source of income.

NUCP does not seek a stay of the entire confirmation orders.  NUCP
concedes that a stay of the entirety of the confirmation orders is
neither feasible nor realistic given "the dynamics and financial
needs of an operating business, and of the reliance that numerous
parties . . . are going to place on the reorganized entity."
Nevertheless, NUCP argues that if a "limited stay" is not granted,
NUCP's appeal rights may be rendered moot by the substantial
consummation of the plan.

Judge Weissbrodt, however, held that NUCP has not met its burden
to show that any stay is appropriate.

A copy of the Court's May 29, 2014 Memorandum Decision is
available at http://is.gd/8kcgs0from Leagle.com.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., a chain of 21 Hispanic grocery stores,
filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893)
in San Jose, on July 22, 2013.  An affiliate, Cha Cha Enterprises,
LLC, the real estate and check-cashing arm, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

Mi Pueblo began in 1991 and was founded by Juvenal Chavez.  In its
amended schedules, Mi Pueblo disclosed $61,577,296 in assets and
$68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

Cha Cha is represented by Sacramento-based Felderstein Fitzgerald
Willoughby & Pascuzzi LLP.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. served as counsel to the
Committee.  Gordon Silver was tapped by the Committee as counsel
effective May 1, 2014.

NUCP Turlock is represented by Peter J. Benvenutti, Esq., and
Tobias S. Keller, Esq., at Keller & Benvenutti LLP; and Steven N.
Holland, Esq., and Justin J. Schnitzler, Esq., at Ring Hunter
Holland & Schenone, LLP; and George Kalikman, Esq., and Valerie
Bantner Peo, Esq., at Schnader Harrison Segal & Lewis LLP.


MONTANA ELECTRIC: Plan Confirmation Hearing Moved to June 13
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana moved the
hearing to consider confirmation of Southern Montana Electric
General and Transmission Cooperative, Inc.'s Chapter 11 Plan of
Reorganization to June 13, 2014, to allow the Debtor and
interested parties to resolve disputes relating to the plan,
including disputes on the administrative claims of Energy West
Resources Inc. and Energy West Montana and the Official Committee
of Unsecured Creditors' objection to the Plan.

The Committee complains that the Plan violates the absolute
priority rule by treating the Debtor's members as unimpaired while
treating its unsecured creditors as impaired.  Moreover, the
Committee asserts that it is presently unknown what the Debtor
will pay for power and under what terms as there has been
inadequate disclosure and inadequate information concerning the
Debtor's power supplier and anticipated power costs over the life
of the Plan and thus it is impossible to analyze the merits of
whether the Debtor will be able to reorganize.

PPL Energy Plus, LLC, an unsecured creditor holding a $372 million
claim, complains that the Plan unfairly discriminates against it
in violation of the Bankruptcy Code by placing it in a separate
class from other unsecured creditors similarly situated.  PPL
echoes the Creditors' Committee's complaint that by treating
members as unimpaired, while treating unsecured creditors as
impaired, the Plan violates the absolute priority rule.

The Debtor is represented by Malcolm H. Goodrich, Esq., and Maggie
W. Stein, Esq., at Goodrich Law Firm, P.C., in Billings, Montana;
and Mark E. Freedlander, Esq., at Mcguire Woods LLP, in
Pittsburgh, Pennsylvania.

The Committee is represented by Harold V. Dye, Esq., at Dye & Moe,
P.L.L.P., in Missoula, Montana.

PPL Energy is represented by:

         Martin S. King, Esq.
         WORDEN THANE P.C.
         111 N. Higgins Ave., Suite 600
         P.O. 4747
         Missoula, Montana 59806
         Tel: 406-721-3400
         Fax: 406-721-6985
         Email: mking@wthlaw.net

            -- and --

         William A. (Trey) Wood III, Esq.
         BRACEWELL & GIULIANI LLP
         711 Louisiana, Suite 2300
         Houston, Texas 77002
         Tel: 713-223-2300
         Fax: 713-221-1212
         Email: Trey.Wood@bgllp.com

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.


NEW STREAMWOOD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: New Streamwood Lanes, INC.
           dba Streamwood Bowl
        1232 E Irving Park Rd
        Streamwood, IL 60107

Case No.: 14-20808

Chapter 11 Petition Date: June 2, 2014

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

Judge: Hon. Benjamin Goldgar

Debtor's Counsel: Ryan Kim, Esq.
                  INSEED LAW PC
                  2454 E Dempster St Suite 301
                  Des Plaines, Il 60016
                  Tel: (847) 905-6262
                  Fax: (847) 770-4774
                  Email: inseedlaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Terence Vaughn, president.

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


NORTH STAR CHARTER: S&P Lowers Facility Revenue Bonds Rating to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'C' on the series 2009A and 2009B (taxable) facility revenue bonds
issued for North Star Charter School, Idaho by the Idaho Housing &
Finance Assn.

"The rating action reflects our view of the execution of an offer
to exchange the series 2009A and 2009B bonds with a private
placement financing," said Standard & Poor's credit analyst Robert
Dobbins.  "According to our criteria and ratings definitions, an
issue rating is lowered to 'D' on completion of a distressed
exchange offer whereby some or all of an issue is exchanged for an
amount of cash having a total value that is less than par," added
Mr. Dobbins.

The charter school's operations and cash balances significantly
deteriorated during the past several years.  A constrained funding
environment and management's inability to accurately forecast
enrollment resulted in budget variances that required the use of
cash reserves.  As a result, the charter school ended fiscal 2012
in violation of its financial covenants.  Two separate financial
consultants were hired to assess operations, with both finding
that there was limited ability for the charter school to reduce
expenses to right-size operations.  Furthermore, the consultants
noted that there was an ongoing risk that the charter school would
not remain financially solvent during the next year.  Management
engaged bondholders in negotiations to reduce debt service, with
the ultimate goal to establish a sustainable operating expense
base.  The bondholders agreed to a one-year forbearance, which
preceded the exchange offer.


P.F. CHANG'S: Moody's Lowers Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded P.F. Chang's China Bistro
Inc.'s Corporate Family Rating to B3 from B2 and Probability of
Default rating to B3-PD from B2-PD. In addition, Moody's affirmed
the company's Ba3 senior secured bank ratings and Caa1 senior
unsecured note rating. The outlook is negative.

Ratings Rationale

The ratings downgrade reflects P.F. Chang's weaker than
anticipated operating performance since Moody's initial rating in
June 2012 that has resulted in credit metrics significantly below
Moody's expectations. The downgrade also incorporates Moody's view
that the company's ability to material improve credit metrics over
the intermediate term through operating performance alone will be
challenging as soft consumer spending and intense competitive
pressure persists.

Affirmation of the Ba3 (LGD2, 23%) senior secured credit facility
rating reflects its senior position in the capital structure,
specifically to the unsecured notes. The Caa1 rating (LGD5, 78%)
on the senior unsecured notes, one notch below the CFR, reflects
their effective subordination to the $75 million revolver and $305
million term loan, both of which are secured.

The ratings downgraded are:

Corporate Family Rating to B3 from B2

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

The ratings affirmed are:

$75 million senior secured revolver due June 22, 2017, rated Ba3,
(LGD2, 23%)

$305 million senior secured term loan due July 2, 2019, rated Ba3
(LGD2, 23%)

$300 million senior unsecured notes due June 30, 2020, rated Caa1
(LGD5, 78%)

The B3 Corporate Family Rating (CFR) reflects PF Chang's high
leverage and modest interest coverage with leverage on a debt to
EBITDA basis of over 7.0 times and EBITA coverage of interest of
under 1.0 time. The ratings also reflects the company's weak same
restaurant sales performance and Moody's expectations that same
restaurant sales?particularly traffic?will remain under pressure
over the intermediate term. The ratings are supported by the
company's high level of brand awareness, reasonable scale, cost
saving initiatives, and adequate liquidity.

The negative outlook reflects P.F. Chang's weaker than expected
operating performance that has resulted in debt protection metrics
well below Moody's previous expectations. The outlook also
reflects Moody's view that soft consumer spending and high level
of discounts and promotions from competitors will make it
difficult to materially improve debt protection metrics through
stronger earnings growth alone over the intermediate term.

Given the expectation that weak traffic trends will continue, a
higher rating over the intermediate term is unlikely. However,
factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends,
particularly a stabilization of traffic, and lower costs.
Specifically, an upgrade would require EBITA coverage of interest
expense above 1.75 times and debt to EBITDA of under 5.5 times on
a sustained basis. A higher rating would also require good
liquidity.

Factors that could result in a downgrade include an inability to
stabilize same store sales?particularly, weak traffic trends?or a
failure to improve financial performance such that credit metrics
remain weak. Specifically, a downgrade could occur if debt to
EBITDA remains above 7.0 times or EBITA to interest remained below
1.0 times on a sustained basis.

P.F. Chang's China Bistro, Inc. operates restaurants under the
brand names P.F. Chang's China Bistro and Pei Wei Asian Diner in
the casual and fast casual dining segment of the restaurant
industry. Annual revenue is approximately $1.3 billion.

The principal methodology used in this rating was the Global
Restaurant Methodology published in June 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.


PHILADELPHIA ENTERTAINMENT: Says Pennsylvania Owes $50-Mil.
-----------------------------------------------------------
Law360 reported that Philadelphia Entertainment & Development
Partners LP filed suit in Pennsylvania federal court against the
state, claiming the Pennsylvania Gaming Control Board has refused
to return its $50 million fee after revoking the gaming license
for its defunct Foxwoods casino.

According to the report, PEDP claims the state revoked the license
in 2010 before it had a chance to develop the casino and has
refused to return the $50 million license fee, despite a written
agreement to obtain repayment of the fee in the event of future
delays or difficulties.

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PILGRIM'S PRIDE: Said to Raise Bid for Hillshire
------------------------------------------------
Michael J. De La Merced, writing for The New York Times' DealBook,
reported that Pilgrim's Pride has raised its takeover bid for
Hillshire Brands, people briefed on the matter said, turning up
the heat in a battle over the maker of Jimmy Dean sausages and
Ball Park hot dogs.

According to the report, the new offer, worth about $55 a share,
tops a $50-a-share offer from Tyson Foods that was unveiled last
week.  Pilgrim's Pride's new bid values Hillshire at about $6.7
billion, while Tyson's previous offer was worth about about $6.1
billion, the report related.


                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from Chapter 11 on Dec. 28, 2009.

                       *     *     *

The Troubled Company Reporter, on May 1, 2014, reported that
Standard & Poor's Ratings Services raised its ratings on Pilgrim's
Pride Corp. (PPC), including the corporate credit rating to 'BB'
from 'BB-'.  The outlook is stable.  At the same time, S&P raised
the issue ratings on the company's senior secured $700 million
revolving credit facility due 2018 to 'BBB-' from 'BB+' (two
notches above the corporate credit rating), with an unchanged
recovery rating of '1', indicating S&P's expectation for very high
recovery (more than 90%) in the event of payment default.

The Troubled Company Reporter, on May 29, 2014, reported that
Moody's Investors Service placed the ratings of Pilgrim's Pride
under review for downgrade following the company's disclosure of
an unsolicited bid to acquire Hillshire Brands ("Hillshire", Baa2
ratings under review for downgrade) for approximately $6.4
billion. Pilgrim's ratings placed under review include the B1
Corporate Family Rating ("CFR"), B1-PD Probability of Default
Rating, and B3 Senior Unsecured debt rating. At the same time,
Moody's Affirmed the company's Speculative Grade Liquidity Rating
at SGL-1.


PROSPECT SQUARE: Conundrum Group Approved as Special Counsel
------------------------------------------------------------
Prospect Square 07A, LLC and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Colorado to employ The Conundrum Group, LLP as special
counsel.

The Debtors desire to employ the services of Conundrum Group to
continue its non-bankruptcy legal services, including general
corporate and business matters.

Conundrum Group will be paid at these hourly rates:

       Attorney                   $225-$295
       Paralegal                     $135

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

Conundrum Group holds a pre-petition claim in the amount of
$27,277.83 for prior legal services.

Benjamin Kahn, founding partner of Conundrum Group, 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.

Conundrum Group can be reached at:

       Benjamin Kahn, Esq.
       THE CONUNDRUM GROUP, LLP
       P.O. Box 848
       Salida, CO 81201
       Tel: (303) 377-7890

                 About Prospect Square 07 A, LLC

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07 A is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio.  The Debtor listed $16 million
in assets and more than $12 million in liabilities.  Lee M.
Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as
the Debtors' counsel.

Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T.
Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams
Young & Zimmermann LLC.


QIMONDA AG: Risk To Patent Portfolios May Diminish Ch. 15 Allure
----------------------------------------------------------------
Law360 reported that insolvent foreign companies could be less
inclined to seek U.S. bankruptcy relief if a ruling diminishing
their control over their U.S. patent licenses is allowed to stand,
forcing bankruptcy professionals to take a closer look at certain
fundamental discrepancies among international insolvency laws.

According to the report, the issue is explicitly addressed
anywhere in an April 30 petition to the Supreme Court looking to
overturn a Fourth Circuit ruling that effectively allowed
licensees of German semiconductor manufacturer Qimonda AG's U.S.
patents to retain their rights under the licensing agreements.
The decision clashed with a German court order allowing the
contracts to be terminated and the patents reissued under terms
more financially favorable to Qimonda, the report related.

If the Supreme Court decides not to take on the case or if it
upholds the Fourth Circuit's decision, the question at hand is
whether foreign companies going through bankruptcy in their home
countries will be discouraged from using Chapter 15 in the U.S. to
enforce their home court's decisions out of fear that the U.S.
will put the interests of patent licensees ahead of the debtors'
business interests, the report further related.

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- roughly 12,200 employees worldwide, of which
1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represented
the Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represented the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Chapter 11 Debtors said, was
based on QR's financial records which are maintained on a
consolidated basis with QNA.

In September 2011, the Chapter 11 Debtors won confirmation of
their Chapter 11 liquidation plan which projects that unsecured
creditors with claims between US$33 million and US$35 million
would have a recovery between 6.1% and 11.1%.  No secured claims
of significance remained.


QUANTUM FOODS: Gets OK To Hire Liquidation Agent
------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave Quantum
Foods LLC the thumbs up to hire Tiger Remarketing Services LLC to
liquidate whatever assets the debtor can't unload in turnkey
sales, after it resolved several objections to the arrangement by
creditors who argued their rights connected to collateral were
being ignored.

According to the report, at a hearing in Wilmington, Quantum
attorney M. Blake Cleary of Young Conaway Stargatt & Taylor LLP
said the defunct meatpacker had come to an agreement with several
creditors, including GE Capital Corp. and PNC Equipment Finance,
that settled their respective objections to the agency agreement
with Tiger.

                     About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.
City Capital Advisors is the investment banker.  FTI Consulting,
Inc.  also serves as advisor. BMC Group is the claims and notice
agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case. The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


RED OAK: S&P Affirms 'B+' Rating on $384MM Sr. Secured Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
rating on Red Oak Power LLC's $384 million senior secured bonds
($224 million 8.54% bonds due 2019 and $160 million 9.2% bonds due
2029).  S&P revised the outlook on the rating to stable from
negative.  The recovery rating is unchanged at '2'.  Total debt
outstanding as of Dec. 31, 2013 (including a debt service reserve
term loan), was $283.6 million (i.e., about $342 per kilowatt).

"The outlook change reflects our view that Red Oak has returned to
stable operating conditions and is on track to replenish its DSRA
following outages in 2012 and 2013 caused by Hurricane Sandy and
an unscheduled turbine outage, respectively," said Standard &
Poor's credit analyst Terry Pratt.

Operating performance from June 2013 through the first quarter of
2014 has been sound, reflected by a 99.8% unforced capacity rating
(UCR).  The project also deposited $0.9 million into the DSRA in
late 2013, leaving it $0.8 million short of reaching the required
six-month balance.  S&P expects the project to replenish the DSRA
to the required level by year end 2014.

Red Oak is an 830-megawatt (MW) combined cycle, natural-gas fired
generation station in Sayreville, N.J., located in the PJM power
market.

S&P expects the project will maintain stable operational
performance and will fully replenish its debt service reserve
account this year.  S&P expects the annual DSCR including
subordinated payments to be around 1x until the PPA expires in
2022.  Factors that could lead to a downgrade include a decline in
operational performance from our expectations due to either
unscheduled material outages or further degradation of heat rate
performance such that the DSRA is drawn upon.  Factors that would
lead to an improvement in the rating would be a record of
continued stable operational performance and DSCRs including
subordinated expenses improving to a consistent level of about
1.2x.


REFCO PUBLIC: Hires American Legal as Administrative Advisor
------------------------------------------------------------
Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index
Fund, LP, seeks authorization from the U.S. Bankruptcy Court for
the District of Delaware to employ American Legal Claims Services
LLC as administrative advisor, nunc pro tunc to May 13, 2014
petition date.

The Fund requires American Legal to:

   (a) provide balloting and solicitation services to the Fund
       in furtherance of confirmation of a plan or plans of
       reorganization including assisting in the creation of a
       solicitation database, tabulating ballots on a daily basis,
       preparing voting results reports, drafting certification of
       voting results, and providing court testimony with respect
       to balloting, solicitation, and tabulation matters;

   (b) manage any distributions pursuant to a confirmed plan of
       reorganization; and

   (c) provide such other balloting and administrative services as
       may be requested from time to time by the Fund in
       accordance with the Services Agreement and that are not
       otherwise allowed under the order approving the Section
       156(c) Application.

American Legal will be paid at these hourly rates:

       Clerical                 $28-$38
       Analyst                  $55-$95
       Consultant              $100-$150
       SR Consultant           $155-$185

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

Under the Services Agreement, the Fund paid American Legal a
retainer of $10,000.

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

The Court for the District of Delaware will hold a hearing on the
application on Jun. 25, 2014, at 9:30 a.m.  Objections, if any,
are due Jun. 11, 2014, at 4:00 p.m.

American Legal can be reached at:

       Jeffrey Pirrung
       AMERICAN LEGAL CLAIM SERVICES, LLC
       P.O. BOX 23560
       Jacksonville, FL 32241
       Tel: (904) 329-0508
       E-mail: jeff.pirrung@americanlegalclaims.com

                 About Refco Public Commodity

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

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

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


RESTAURANT INTERIORS: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Restaurant Interiors, Inc.
        158 Holly Street
        Jasper, GA 30143

Case No.: 14-21300

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Hon. Robert Brizendine

Debtor's Counsel: Frank Nason, IV, Esq.
                  LAMBERTH, CIFELLI, STOKES ELLIS & NASON, P.A.
                  Ste 550, 3343 Peachtree Rd., NE
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  Email: gfn@lcsenlaw.com

Debtor's          GGG PARTNERS, LLC
Financial
Advisor:

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Renate S. Wegenstein, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-21300.pdf


RIH ACQUISITIONS: Caesars Flips Atlantic Club To Florida Hotelier
-----------------------------------------------------------------
Law360 reported that Caesars Entertainment Corp. has unloaded a
closed Atlantic City, New Jersey, casino it recently bought out of
a bankruptcy auction to Florida-based hotel operator TJM
Properties Inc., a spokesman for the gaming giant said.  The deal
hands over the Atlantic Club Casino Hotel about six months after a
Caesars unit picked it out of a Chapter 11 auction, the report
related.

                     About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.
Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York also represents the Debtor.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

Under the Debtors' joint plan of liquidation dated Feb. 28, 2014,
unclassified claims including Allowed Administrative Expense
Claims, Professional Compensation and Reimbursement Claims,
Priority Tax Claims and DIP Credit Agreement Claims will be paid
in full in Cash.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

Chief Judge Gloria M. Burns on April 14, 2014, entered an order
(i) approving, on a final basis, the Disclosure Statement; and
(ii) confirming the Joint Plan of Liquidation of RIH Acquisitions
NJ, LLC and RIH Propco NJ, LLC dated Feb. 28, 2014.

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

The TCR reported in its June 2, 2014, edition that Moody's
Investors Service lowered the rating on Caesars Entertainment
Operating Company Inc.'s first lien debt to Caa2 from Caa1 and
assigned a Speculative Grade Liquidity rating of SGL-3. Moody's
also assigned a Caa2 rating to CEOC's proposed $1.75 million first
lien term loan B-7 due 2017. The company's Caa3 Corporate Family
rating and Caa3-PD Probability of Default ratings are affirmed.


SALUTARIS DIALYSIS: Suit vs. Bankr. Counsel Goes to Trial
---------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied the motion to dismiss and
the cross motion for summary judgment filed in adversary
proceeding commenced by Noemi Landrau, the Chapter 7 trustee for
Salutaris Dialysis & Nephrology Center, against Reorganization And
Bankruptcy Legal Services, P.S.C., et al.

RBLS served as counsel to the Debtor during its Chapter 11 case.

On June 5, 2013, the Chapter 7 Trustee filed a complaint for
recovery and the turning over of the retainer as part of the
Debtor's estate, violation of the automatic stay and damages
against RBLS, Carlos Rodriguez Quedasa and Nelson Robles Diaz as
RBLS' members, their respective wives and conjugal partnerships.
The Trustee asserts that the defendants failed to maintain the
$25,000 retainer in a separate account, as required by the rules
of professional conduct.  The Trustee also asserts that, because
the application to employ and the application for compensation
were never approved by the court in the chapter 11 case, the
Debtor is entitled to the retainer as a result of the case
dismissal.

Judge Tester said there are genuine issues of material facts that
preclude judgment as a matter of law.  An evidentiary hearing is
thus required to determine the true nature of the retainer, and
the resulting controversies.

Salutaris Dialysis & Nephrology Center filed a chapter 11 petition
(Bankr. D. P.R. Case No. 12-04675) on June 15, 2012.  The Debtor
filed an application to employ RBLS as its legal counsel,
effective as of the petition date, and including the services
provided prepetition in preparation of the filing of the chapter
11 case.  On Aug. 1, 2012, the chapter 11 case was dismissed.

The Debtor requested reconsideration of the dismissal, which was
denied on Oct. 17, 2012.  The case docket reveals that the
application for employment of RBLS was not approved by the court.
However, on Oct. 12, 2012, RBLS filed an application for
compensation and a motion to withdraw the application.  RBLS filed
a new application for compensation on Oct. 15, 2012.  The court
did not approve RBLS' application for compensation and closed the
chapter 11 case on Nov. 20, 2012.

On Oct. 31, 2012, the Debtor filed a voluntary chapter 7 case.

The case is, NOEMI LANDRAU, Chapter 7 Trustee, Plaintiff, v.
REORGANIZATION AND BANKRUPTCY LEGAL SERVICES, P.S.C., ET ALS.
Defendant, Adv. Proc. No. 13-00114 (Bankr. D.P.R.).  A copy of
Judge Tester's May 29, 2014 Opinion and Order is available at
http://is.gd/BJD1uPfrom Leagle.com.


SEASONS PROMENADE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Seasons Promenade, LLC
        5409 Saint Lyonn Place NE
        Marietta, GA 30068

Case No.: 14-60637

Chapter 11 Petition Date: May 31, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Mary Grace Diehl

Debtor's Counsel: John L.G. Herbert, Jr., Esq.
                  HERBERT & WOLF, LLC
                  Ste. 116, 1700 Enterprise Way
                  Marietta, GA 30067
                  Tel: 404-850-0180
                  Fax: 678-302-4413
                  Email: john@herbertwolf.com

Estimated Assets: Not indicated

Estimated Liabilities: Not indicated

The petition was signed by Jesse Shannon, manager of managing
member, Easlan Gainesville LLC.

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


SEVEN COUNTIES: Entitled to Ch.11 Relief & Rejects KERS Contract
----------------------------------------------------------------
Bankruptcy Judge Joan A. Lloyd dismissed the Complaint of Kentucky
Employees Retirement System against Seven Counties Services, Inc.,
for Declaratory Judgment, Dismissal of Chapter 11 Bankruptcy Case
and Injunctive Relief, and held that Seven Counties is entitled
to:

     -- seek Chapter 11 relief; and
     -- reject its executory contract with KERS in its sound
        business judgment.

"The issue of Debtor's eligibility was initially raised through
KERS's Motion to Dismiss the Chapter 11 case, but the parties
proceeded with this adversary proceeding at the Court's direction.
The ruling herein on Debtor's eligibility is a preliminary matter
in this bankruptcy case. Debtor's ultimate objective is
confirmation of a plan. The Court assumes the Debtor will proceed
toward that objective," Judge Lloyd said.

The judge held that the Amended Motion for Approval of Debtor's
Rejection of a Potentially Executory Contract with Kentucky
Employees Retirement System, is granted.

The case is, KENTUCKY EMPLOYEES RETIREMENT SYSTEM Plaintiff, v.
SEVEN COUNTIES SERVICES, INC. Defendants, AP NO. 13-03019 (Bankr.
W.D. Ky.).  A copy of the Court's May 30, 2014 Memorandum Opinion
is available at http://is.gd/maCX8Mfrom Leagle.com.

                     About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.  Seiller Waterman LLC serves as the
Debtor's counsel.  Judge Joan A. Lloyd presides over the case.

Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have
been retained by the Debtor as special counsel.  Hall, Render,
Killian, Heath & Lyman, PLLC, is special counsel to represent and
advise it in the implementation of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.


SHEARER'S FOODS: Moody's Confirms 'B2' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service confirmed Shearer's Foods, LLC's B2
Corporate Family Rating ("CFR") and B2-PD Probability of Default
Rating. In addition, Moody's upgraded the $235 million First Lien
Secured Bond due 2019 to B1 from B3 and assigned first time
ratings of B1 to its proposed First Lien Term Loan and Caa1 to its
proposed Second Lien Term Loan. The outlook is negative.

The action concludes Moody's review for downgrade of Shearer's,
which was initiated on May 7, 2014 following the announcement that
the company would buy Lance Private Brands for $430 million, just
one month after having acquired Medallion Foods for $32.3 million.

Ratings Rationale

"The addition of Lance Private Brands is likely to be a long-term
positive for Shearer's due to the benefits of better product
diversification and higher margins" said Linda Montag, Moody's
Senior Vice President. "But the new business is large relative to
Shearer's existing scale, follows just a month after another
smaller acquisition and it will meaningfully increase leverage in
the short term" she added.

The B2 CFR reflects the company's leading position as a producer
of private label kettle chips, potato chips, and tortilla chips,
as well as crackers and cookies following the acquisition of Lance
Private Brands. The acquisition of Lance Private Brands
significantly improves product diversification by adding a sizable
private label portfolio of cookies and crackers so that revenue
generated from kettle, potato and tortilla chips will now account
for less than 60% of pro-forma revenue. The rating also reflects
the company's good liquidity and solid sales growth. These
positive factors are offset by low EBITA margins, high customer
concentration, and exposure to commodity price fluctuations for
the private label businesses. In addition, financial leverage (
debt to EBITDA adjusted for Moody's standard accounting
adjustments) will be high -- in the low to mid six times range--
following the acquisition and there are certain integration risks
given the large scale of Lance and the need to turnaround
performance at recently acquired Medallion.

Following the transaction, capital spending requirements will
increased over the next year but Moody's expects that Shearer's
will maintain good liquidity with positive free cash flow,
additional revolver capacity and the absence of financial
maintenance covenants.

The following ratings were confirmed:

B2 Corporate Family Rating

B2-PD Probability of Default Rating

The following rating was upgraded

$235 million 9% Secured Notes due 2019 to B1 (LGD3- 42%) from B3
(LGD4 - 60%)

The following ratings were assigned

$290 million First Lien Term Loan at B1 (LGD3- 42%)

$225 million Second Lien Term Loan at Caa1 (LGD5- 89%)

The outlook is negative

The upgrade of the $235 million 9% secured bonds due 2019 to B1
from B3 reflects the addition of $225 million junior debt (the
second lien term loan) to the capital structure.

The negative outlook reflects Shearer's high post transaction
financial leverage and the risks that accompany integrating two
acquisitions with total sales that are more than 60% of Shearer's
historical sales.

The ratings could be downgraded if Shearer's debt to EBITDA
leverage (using Moody's adjustments) is sustained at or above 6.5
times, if EBITA margins fail to improve, if integration of the two
new businesses is more difficult than originally expected or if
liquidity weakens. Other debt financed acquisitions or shareholder
returns while leverage remains above 6 times would also likely
result in a downgrade.

To stabilize the rating, Moody's would need to see evidence of
smooth integration of both new businesses, as well as leverage
reduction and sustained EBITA margin improvements.

An upgrade could occur in time, if Shearer's generates sustained
sales and profit growth, EBITA margins approach 10%, leverage is
expected to remain below 5.0 times and the company demonstrates a
commitment to maintaining a conservative financial policy.

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.

Headquartered in Massillon, Ohio, Shearer's Foods, LLC. is a
leading producer of private label and branded snack food such as
kettle chips, tortilla chips, potato chips, rice crisps and
extruded cheese snacks. Shearer's is majority owned by Wind Point
Partners and Ontario Teachers' Pension Plan Board, which acquired
the company from Mistral Equity Partners in 2012. On May 7, 2014,
Shearer's announced the acquisition of Lance Private Brands, a
leading private label manufacturer of cookies and crackers, for
$430 million. On April 14, 2014, Shearer's completed the
acquisition of Medallion Foods, a private label tortilla chip
manufacturer, for $32.3 million.


SHEARER'S FOODS: S&P Affirms 'B' CCR & Removes From Watch Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Massillon, Ohio-based Shearer's Foods LLC.  In
addition, S&P assigned its 'B' issue-level ratings to the
company's proposed $290 million first-lien term loan due 2019.
The recovery rating on the first-lien term loan is '3' indicating
S&P's expectations for meaningful (50% to 70%) recovery in the
event of a payment default, although at the low end of the range.
S&P assigned its 'CCC+' issue-level ratings to the company's
proposed $225 million second-lien term loan due 2022.  The
recovery rating on these notes is '6' indicating S&P's
expectations for negligible (0% to 10%) recovery in the event of a
payment default.  At the same, S&P affirmed its 'B' issue-level
ratings on the company's existing $235 million senior secured
notes due 2019.  S&P revised the recovery rating to '3' from '4',
reflecting its revised recovery valuation for the company's new
capital structure.  The ratings were removed from CreditWatch with
negative implications where they were placed on May 7, 2014.  All
ratings are subject to review upon receipt and review of final
documentation.  The outlook is stable.

"The rating actions reflect our anticipation that the Lance's
private label business will increase Shearer's operating scale,
diversify its product and customer mix, and improve its operating
margins and cash flow generation," said Standard & Poor's credit
analyst Bea Chiem.

Proceeds from the proposed new debt will fund the purchase of the
Lance private label business for roughly $430 million, repay a
$40 million bridge facility, buy out $27 million in leases, and
pay fees and expenses.  S&P estimates that pro forma for the
transaction, Shearer's will have $971 million in lease-adjusted
debt outstanding (including $150 million of preferred stock).


SHENGDATECH INC: Trust May Amend Malpractice Suit v. Baker Tilly
----------------------------------------------------------------
Shengdatech Liquidating Trust brought an adversary proceeding in
the Bankruptcy Court against Hansen, Barnett, & Maxwell, P.C.;
KPMG LLP; Baker Tilly International Limited; and KPMG
International Cooperative for: (1)-(3) professional negligence and
malpractice; (4) breach of contract; and (5) fraudulent transfer.
The KMPG Defendants asked the Court to withdraw the reference
under 28 U.S.C. Sec. 157(d). The Court granted the motion over
Plaintiff's objection.

The Court has approved a settlement between Plaintiff and KMPG
Defendants.  Currently pending before the Court are a joint motion
to amend the Complaint and a joint motion to join a Defendant. No
party has objected to either motion, and one of the two remaining
Defendants has filed a notice of non-opposition.

In a May 28, 2014 Order available at http://is.gd/4mIbg6from
Leagle.com, Nevada District Judge Robert C. Jones ruled that:

     -- the Motion to Amend and the Motion to Join are granted;
        and

     -- the motion hearing set for June 2, 2014 is vacated.

The case is, SHENGDATECH LIQUIDATING TRUST, Plaintiff, v. HANSEN,
BARNETT, & MAXWELL, P.C. et al., Defendants, NO. 3:13-CV-00563-RCJ
(D. Nev.).

Shengdatech Liquidating Trust is represented by:

     Brenda F. Szydlo, Esq.
     Christine Mackintosh, Esq.
     Megan D. McIntyre, Esq.
     Stuart M. Grant, Esq.
     GRANT & EISENHOFER P.A.
     123 Justison Street, 7th Floor
     Wilmington, DE  19801
     Tel: (646) 722-8533
     E-mail: bszydlo@gelaw.com
             cmackintosh@gelaw.com
             mmcintyre@gelaw.com
             sgrant@gelaw.com

          - and -

     John F. Murtha, Esq.
     WOODBURN & WEDGE
     Sierra Plaza
     6100 Neil Road, Suite 500
     Reno, NV 89511-1149
     Tel: (775) 688-3000
     Fax: (775) 688-3088
     E-mail: jmurtha@woodburnandwedge.com

Hansen, Barnett & Maxwell, P.C., is represented by:

     Jennifer W. Arledge, Esq.
     Kathleen M. Maynard, Esq.
     WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP
     300 South 4th Street - 11th Floor
     Las Vegas, NV 89101-6014
     Tel: 702-727-1258
     E-mail: kathleen.maynard@wilsonelser.com

Baker Tilly International Limited appeared Pro Se.

                        About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in by the Troubled Company Reporter on Sept. 7, 2011,
the United States Trustee appointed AG Ofcon, LLC, The Bank of
New York, Mellon (in its role as indenture trustee for
bondholders), and Zazove Associates, LLC, to serve on the
Official Committee of Unsecured Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.

The Plan provides for the wind-down of the Debtor's affairs and
the Distribution of the Debtor's remaining assets to Creditors.


SLAVIE FEDERAL SAVINGS: Maryland Bank Failure is 9th in 2014
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Slavie Federal Savings Bank from Bel Air, Maryland,
became the ninth U.S. bank to fail this year when it was taken
over on May 30 by regulators.  The two branches became part of Bay
Bank FSB from Lutherville, Maryland, the report related.  The
failed Maryland bank had $111.1 million in deposits, and the
failure is estimated to cost the Federal Deposit Insurance Corp.
$6.6 million, the report further related.


SOUTHERN STAR: S&P Assigns 'BB+' Rating to $450MM Notes Due 2022
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBB-'
corporate credit ratings and all its issue ratings on Southern
Star Central Corp. and wholly owned subsidiary Southern Star
Central Gas Pipeline Inc.  The outlook is stable.  S&P also
assigned its 'BB+' issue rating to Southern Star Central Corp.'s
$450 million of senior notes due in 2022.

Standard & Poor's ratings reflect Southern Star's "strong"
business risk profile and "aggressive" financial risk profile (as
S&P's criteria define the terms).  Southern Star's revenues come
entirely from wholly owned subsidiary Southern Star Central Gas
Pipeline Inc., which owns a Federal Energy Regulatory Commission-
regulated interstate natural gas pipeline system that has a
mainline capacity of 2.4 billion cubic feet (bcf) of natural gas
per day.  The pipeline supplies gas from Kansas, Oklahoma,
Wyoming, and Texas to its primary markets in the major
metropolitan areas of Kansas and Missouri.  The company also
operates eight underground storage facilities, with a total
capacity of 47 bcf and delivery capacity of 1.26 bcf of natural
gas per day.

"The stable rating outlook reflects Southern Star Central Corp.'s
highly visible cash flow, a function of firm transportation
agreements, and our expectation that FFO to debt will remain
between 11% and 12%," said Standard & Poor's credit analyst
Richard Cortright.

S&P could lower the rating if there were an unfavorable shift in
treatment by regulators or if the company confronted recontracting
challenges with its major customers such that FFO to debt fell to
less than about 10% and debt to EBITDA rose above 6x for a
sustained period.

S&P could raise the rating if the company maintains FFO to debt
greater than about 13% and total debt to EBITDA less than 5x on a
sustained basis.


SPECIALTY HOSPITAL: U.S. Trustee Seeks Dismissal of Bankruptcy
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee assigned in the Chapter 11 case of
Specialty Hospital of Washington LLC has asked the bankruptcy
court in Washington, D.C., to dismiss the case if the DIP
financing is not approved.

According to the report, the hospitals filed a revised financing
proposal on May 26 seeking a $15 million loan from Silver Point
Capital LLC to come behind $4.7 million owed on the mortgage.  The
hospitals are proposing a sale to Silver Point, absent a higher
bid at auction, the report related.

                    About Specialty Hospital

Six alleged creditors of Specialty Hospital of Washington, LLC,
are seeking to send the hospital to Chapter 11 bankruptcy.  The
involuntary bankruptcy case (Bankr. D. Del. Case No. 14-10935) was
filed in Wilmington, Delaware on April 23, 2014.

Led by Capitol Hill Group, the creditors are represented by
Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in
Wilmington, Delaware.

Capitol Hill Group claims to be owed $1.66 million on a lease for
non-residential real property while another creditor, Metropolitan
Medical Group, LLC, claims $837,000 for physician services.  The
petitioners assert $2.69 million in total claims.

According to Web site
http://www.specialtyhospitalofwashington.com/capitol-hill/the
SHW Capitol Hill Campus provides 60 beds in private rooms for
extended stay critical care patients, plus 120 nursing center
beds.  The hospital has 24-hour in-house physician, nursing and
respiratory therapy coverage.


ST CATHERINE HOSPITAL INDIANA: Dist. Court Rules in FSSA Appeal
---------------------------------------------------------------
District Judge Sarah Evans Barker affirmed in part, and reversed,
in part, a September 2013 ruling by the Bankruptcy Court for the
Southern District of Indiana, which entered summary judgment for
Saint Catherine Hospital of Indiana, LLC, in its lawsuit against
the Indiana Family and Social Services Administration.

Saint Catherine Hospital of Indiana is a regional health care
facility in Charlestown, Indiana. The hospital is classified as a
general acute care facility that treats some Medicaid patients;
according to the testimony of its President and CEO Merlyn Knapp,
however, Saint Catherine specializes in senior care, and the
majority of its patients are insured through Medicare.  Like other
hospitals in the state, Saint Catherine receives reimbursement
from the state and federal governments for its treatment of
Medicaid patients; the United States Department of Health and
Human Services Center for Medicare and Medicaid Services (CMS)
provides two dollars of funding for every one dollar provided by
the state government.

Indiana Family and Social Services Administration -- FSSA --
administers Indiana's Medicaid Program.

On April 29, 2011, the Indiana General Assembly adopted Public Law
229, 2011, Section 281, a measure designed to facilitate increased
reimbursement for hospital care to Medicaid patients, to be paid
for by an assessment known as the Hospital Assessment Fee -- HAF
-- levied on Indiana hospitals.  A committee appointed by the
legislature determined that the total HAF fund must reach
$559,100,000 for inpatient services and $87,676,084 for outpatient
services.  Each individual hospital's share of the fee was
determined by an Indianapolis auditing firm on a pro rata basis,
employing a hospital's patient data from the period May 1, 2010
through April 30, 2011.  The "fee period" for the assessment on
hospitals spanned from July 1, 2011 to June 30, 2013 (fiscal years
2012 and 2013), but collection of the HAF for fiscal year 2012 was
delayed until the program received the required approval from the
U.S. Department of Health and Human Services. The federal
government issued its approval on May 21, 2012; thereafter FSSA
began assessing the HAF on hospitals, retroactively dated to July
1, 2011.  On May 22, 2012, FSSA issued Provider Bulletin BT201217,
which informed Indiana hospitals of the HAF collection process and
announced the timeline that would govern the assessments and
FSSA's collection methods.

As an acute care hospital serving Medicaid patients pursuant to
Indiana Code Sec. 16-21-2, Saint Catherine was eligible for HAF
assessments. The committee determined that Saint Catherine owed
$1,107,038.51 for fiscal year 2012, and roughly the same amount
for fiscal year 2013.  FSSA sent Saint Catherine the bill for its
fiscal year 2012 HAF on May 29, 2012.

Shortly thereafter, FSSA commenced withholdings from its Medicaid
reimbursements to Saint Catherine in order to recover the
approximately $1.1 Million that Saint Catherine owed retroactive
to July 1, 2011.  On June 5 and June 12, 2012, FSSA withheld from
Saint Catherine a total of $781,041.30.  FSSA subsequently
remitted a portion of this amount, leaving the total net
withholdings on June 5 and June 12 at $615,912.64.

Saint Catherine filed for Chapter 11 bankruptcy protection on June
19, 2012.  FSSA continued its withholdings in service of the
fiscal year 2012 HAF debt for two more weeks: it withheld
$53,470.57 on June 19 and $105,582.67 on June 26.  The
withholdings for the 2012 HAF that occurred after Saint Catherine
petitioned for bankruptcy thus totaled $159,053.24.

On July 28, 2012, FSSA issued Saint Catherine its $1,127,296.44
HAF for fiscal year 2013 -- a period spanning July 1, 2012 to June
30, 2013.  Saint Catherine did not pay the fee during fiscal year
2012, and after July 1, 2013, FSSA began withholding sums from its
regular Medicaid reimbursements in satisfaction of this debt.  All
told, FSSA withheld $989,738.78 in satisfaction of the fiscal year
2013 HAF; all of these withholdings were made after Saint
Catherine had filed its bankruptcy petition.

Saint Catherine filed the Adversary Complaint against FSSA on
March 14, 2013, seeking an injunction against further collection
of the HAF and recovery of sums withheld by FSSA both before and
after the Chapter 11 bankruptcy position.  After oral argument,
Bankruptcy Judge Basil H. Lorch III granted Saint Catherine's
motion for a preliminary injunction and issued an order enforcing
the automatic post-petition stay.  Saint Catherine then moved for
summary judgment on July 5, 2013, seeking recovery of the
$615,912.64 withheld by FSSA before its bankruptcy petition in
service of the fiscal year 2012 HAF, the $159,053.24 withheld in
service of the fiscal year 2012 HAF after the bankruptcy petition,
and the $989,738.78 withheld post-petition in service of the
fiscal year 2013 HAF.

On September 19, 2013, the Bankruptcy Court granted Saint
Catherine summary judgment on all of its claims.  The Court ruled
that the pre-petition withholdings constituted preference payments
under 11 U.S.C. Sec. 547 and were not subject to the exemption for
payments made in the "ordinary course of business."  As to the
post-petition withholdings, the Court concluded that all of them
-- for the 2012 and 2013 HAFs alike -- constituted "act[s] to
collect, assess, or recover a claim against the debtor that arose
before the commencement of the case" pursuant to 11 U.S.C. Sec.
362(a)(6).  The Court rejected FSSA's argument that the post-
petition withholdings were "recoupment" exempt from the operation
of Section 362's automatic stay, and it ordered FSSA to repay
Saint Catherine the full amount it had withheld.

FSSA appealed.

"We agree with the Bankruptcy Court that the withholdings FSSA
made from Medicaid reimbursements to satisfy Saint Catherine's
pre-petition debt should not be exempt from either the rule
regarding preference payments pursuant to 11 U.S.C. Sec. 547 or
the automatic stay pursuant to 11 U.S.C. ? 362(a)(6).  Our only
disagreement with the Bankruptcy Court stems from our conclusion
that the 2013 HAF is a post-petition debt and therefore not
subject to the automatic stay" Judge Barker said.

"We therefore REVERSE the Bankruptcy Court's grant of injunctive
relief against FSSA, to the extent that the court's order enjoined
efforts to collect the 2013 HAF. We also REVERSE the Bankruptcy
Court's entry of judgment against FSSA in the amount of
$989,738.78 for amounts withheld by FSSA to satisfy the 2013 HAF
obligation. We AFFIRM the order of the Bankruptcy Court in all
other respects. The matter is REMANDED to the Bankruptcy Court for
entry of a judgment consistent with this holding."

The case is, INDIANA FAMILY AND SOCIAL SERVICES ADMINISTRATION,
Appellant, v. SAINT CATHERINE HOSPITAL OF INDIANA, LLC, Appellee,
NO. 4:13-CV-00183-SEB-WGH (S.D. Ind.).  A copy of the Court's May
30, 2014 Order is available at http://is.gd/2aANfofrom
Leagle.com.

Saint Catherine Hospital of Indiana, LLC, is represented by:

     David Marcus Cantor, Esq.
     James Edwin McGhee, III, Esq.
     SEILLER WATERMAN LLC
     462 South 4th Street, 22nd Floor
     Louisville, KY 40202
     Tel: 502-584-7400

Indiana Family And Social Services Administration is represented
by Heather M. Crockett, Esq., and Maricel E.V. Skiles, Esq., of
the Indiana Attorney General's Office.

The Unsecured Creditor's Committee in the hospital's case is
represented by:

     Peter M. Gannott, Esq.
     GANNOTT LAW GROUP
     12910 Shelbyville Road, Suite 115
     Louisville, KY 40243
     Tel: 502-749-8800


SUNSTONE CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: The Sunstone Corporation
           dba Sunstone Press
        PO Box 2321
        Santa Fe, NM 87504-2321

Case No.: 14-11697

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: Daniel J Behles, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: dan@behles.com

                    - and -

                  Arin Elizabeth Berkson, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                    - and -

                  Bonnie Bassan Gandarilla, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                     - and -

                  George M Moore, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                    - and -

                  Koo Im Sakayo Tong, Esq.
                  MOORE, BERKSON, & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: kooimt@swcp.com

Total Assets: $1.04 million at Dec. 31, 2013

Total Liabilities: $1.22 million at Dec. 31, 2013

The petition was signed by James Clois Smith, Jr., authorized
individual.

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


TAM OF ALLEGHENY: Liquor License to Be Sold Off June 10
-------------------------------------------------------
In the Chapter 11 case of TAM of Allegheny LLC, Liquor License No.
R-13169, LID-53125 currently assigned to a premises situated at
2827 California Avenue, Pittsburgh, PA 15212-2502, will be sold in
a bankruptcy auction on June 10, 2014, at 1:30 p.m., in Courtroom
B, 54th Floor, U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA
15219.  Objections to the sale were due May 28.  The initial offer
is $40,000.  Higher and better offers will be considered at the
hearing.  Bidders must bring cash of $4,000 during the auction.

Additional information may be obtained through:

     Rosemary C. Crawford
     Trustee
     P.O. Box 355
     Allison Park, PA 15101
     Tel: 724-443-4757

TAM of Allegheny LLC, dba Stonefront Witch Way Inn, filed for
Chapter 11 bankruptcy (Bankr. W.D. Pa. Case No. 13-23143) on July
26, 2013, listing under $1 million in both assets and debts.  A
copy of the bankruptcy petition is available at
http://bankrupt.com/misc/pawb13-23143.pdf J. Michael Baggett,
Esq., at McCann Garland Ridall & Burke, serves as the Debtor's
counsel.


TELEXFREE LLC: Will Have Chapter 11 Trustee
-------------------------------------------
TelexFREE, LLC, et al., failed to block a bid for appointment of a
Chapter 11 trustee to oversee its estate.

U.S. Bankruptcy Judge Melvin S. Hoffman on Friday ruled that, "For
the reasons set forth on the record at the hearing on the Motion
of the United States Trustee for Order Directing Appointment of a
Chapter 11 Trustee Pursuant to [Sec.] 1104(a), the Motion is
GRANTED. The United States Trustee is directed to appoint a
Chapter 11 trustee."

TelexFREE, LLC, objected to the request, which was sought by Tracy
Hope Davis, U.S. Trustee for Region 17.  The Debtors said the U.S.
Trustee sought to dispossess the Debtors' postpetition management
from the operation, control, and opportunity to reorganize and
rehabilitate the Debtors' telecommunications businesses, but the
U.S. Trustee failed to offer any credible or admissible evidence
to compel the appointment of a Chapter 11 trustee.

The U.S. Securities and Exchange Commission also objected to the
motion on the grounds that it is premature.

On April 22, the U.S. Trustee said that there is compelling
evidence of fraud, dishonesty and gross mismanagement of the
affairs of the TelexFREE debtor entities, TelexFREE, LLC,
TelexFREE, Inc. and TelexFREE Financial, Inc.  There are
reasonable grounds to suspect that the members of the governing
board who selected the Debtors' new executives participated in
actual fraud, dishonesty and criminal conduct in the management of
TelexFREE.

                         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.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law.


TELEXFREE LLC: Says Portions of TRO Violate Automatic Stay
----------------------------------------------------------
TelexFREE, LLC, et al., responded to the U.S. Securities and
Exchange Commission's objection to their motion for an order
determining that: (i) portions of the temporary restraining order
entered at the request of the SEC violate the automatic stay of
Section 362 of the Bankruptcy Code; (ii) portions of the TRO are
void; and (iii) the Debtors are entitled to use their assets in
the ordinary course of business.

According to the Debtor, among other things:

   a. the 1998 Bankruptcy Code amendments do not except portions
of the TRO from Section 362(a);

   b. a governmental unit may not enforce a money order;

   c. the TRO creates a "lien" upon the Debtors' assets and,
therefore, portions of the TRO are not excepted under Section
362(b)(4); and

   d. even if the TRO is excepted from the automatic stay under
Section 362(b)(4), the Court may impose a stay.

On April 29, the SEC called the Debtors' motion "frivolous" as it
misapprehends the facts and fails to analyze the current version
of the controlling statute.

The SEC also stated that the automatic stay did not apply to the
Commission's actions as in case of Burton Douglas Morris, 2012
U.S. District LEXIS 81809.  On May 3, 2014, the SEC brought to the
Bankruptcy Court's attention the case SEC V. Burton Douglas Morris
which directly contradicts the statement made by the Debtors'
counsel during the argument at the May 2, 2014 hearing in the
case.

On April 23, the SEC commenced an action in District Court and
obtained, on an ex parte basis, the TRO which has enjoined the
Debtors from operating their business in the ordinary course of
business and honoring administrative claims, the effect of which
(which as appears to have been the clear intent of the SEC) will
be the certain and immediate failure of the Chapter 11 cases.

The Debtors said the SEC's actions in seeking and obtaining the
TRO as they relate to the Debtors is in part violative of Section
362(a) and does not fall within the exception of Section 362(b)(4)
for the exercise of police and regulatory powers.

The Debtors are represented by:

         Nancy A. Mitchell, Esq.
         Joseph P. Davis, Esq.
         Maria J. Diconza, Esq.
         GREENBERG TRAURIG, LLP
         The MetLife Building
         200 Park Avenue
         New York, NY 10166
         Tel: (212) 801-9200
         Fax: (212) 801-6400
         E-mail: mitchelln@gtlaw.com
                 diconzam@gtlaw.com

              - and -

         Gregory E. Garman, Esq.
         Thomas H. Fell, Esq.
         Teresa M. Pilatowicz, Esq.
         Mark Weisenmiller, Esq.
         GORDON SILVER
         3960 Howard Hughes Parkway, 9th Flr.
         Las Vegas, NV 89169
         Tel: (702) 796-5555
         Fax: 702-369-2666
         E-mail: ggarman@gordonsilver.com
                 tfell@gordonsilver.com
                 tpilatowicz@gordonsilver.com
                 mweisenmiller@gordonsilver.com

The U.S. Trustee is represented by:

         Scott Andrew Farrow
         Acting Assistant United States Trustee
         J. Michal Bloom, trial attorney
         UNITED STATES DEPARTMENT OF JUSTICE
         Office of the United States Trustee
         300 Las Vegas Boulevard, So., Suite 4300
         Las Vegas, Nevada 89101
         Tel: (702) 388-6600
         Fax: (702) 388-6658
         E-mails: scott.a.farrow@usdoj.gov
                  j.michal.bloom@usdoj.gov

                         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.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved a motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.


TELEXFREE LLC: Wants Until June 16 to File Schedules & Statements
-----------------------------------------------------------------
TelexFREE LLC, et al., ask the Bankruptcy Court to extend their
time to file their schedules of assets and liabilities, and
statements of financial affairs until June 16, 2014.

The Debtors explained that they spend most of their time
addressing (i) administrative complain filed by the Office of the
Secretary of the Commonwealth Securities Division and pending in
Boston Massachusetts; and (ii) the civil complaint filed by the
Securities and Exchange Commission pending before the U.S.
District Court for the District of Massachusetts.

Tracy Hope Davis, U.S. Trustee for Region 17, objects to an
extension, telling the Court that an extension in filing schedules
until May 16 would be preferable, however, if the Debtors can
demonstrate to the Court by May 16, that they had made every
effort to recover their records and have been unsuccessful, then
an additional enlargement of time might be appropriate.

Meanwhile, a meeting of creditors pursuant to section 341 of the
Bankruptcy Code previously set for May 22 has been cancelled.  The
date and location for the re-scheduled meeting of creditors has
not been set.

                         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.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved a motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.


TELEXFREE LLC: Gordon Silver Approved as Bankruptcy Counsel
-----------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman authorized TelexFREE, LLC, et
al., to employ Gordon Silver as counsel.

The Debtors, in a separate order, were authorized to employ
Greenberg Traurig as co-bankruptcy counsel.  GS will monitor and
coordinate carefully the efforts of all estate professionals, and
delineate clearly their respective duties so as to prevent
duplication of effort wherever possible.

The Debtors, GS, and GT believe that the division of services will
result in significant cost savings to the estates.

GS maintains offices at 3960 Howard Hughes Parkway, Nith Floor,
Las Vegas, Nevada, well as Phoenix, Arizona, Reno, Nevada, Los
Angeles, California, and affiliated government affairs firm in
Washington D.C.

Gregory E. Garman, Esq., managing shareholder with GS, tells the
Court that the hourly rates of GS personnel assigned in the cases
are:

         Greg Garman                     $595
         Thomas Fell                     $600
         Teresa Pilatowicz               $350
         Marck Weisenmiller              $225

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally, GS' hourly rates are in these ranges:

   Professional                    GS Hourly Rate
   ------------                    --------------
   Shareholders                     $395 - $750
   Of Counsel/Senior Counsel        $365 - $625
   Associates                       $200 - $350
   Legal Assistants/Paralegals      $145 - $190

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

Pursuant to the "Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases," GS,
through Mr. Garman, provided these responses:

   Questions Require by Part D1 of
   2013 UST Guidelines                          Answer
   -------------------------------        -------------------
1. Did you agree to any variations from,  No.
or alternatives to, your standard or
customary billing arrangements for this
engagement?

2. Do any professionals included in the   No.
in the engagement vary their rate base
on the geographic location of the
bankruptcy case?

3. If you represented the client in the   GS represented the
12 month prepetition, disclose your       client since April
billing rates and material financial      2014.  The material
financial terms for the prepetition       financial terms for the
engagement, including  any adjustments    prepetition engagement
during the 12 month prepetition.  If      remained the same as
your billing rates and material           engagement was hourly
financial terms have changed              based.
postpetition, explain the difference
and reasons for the difference.

3. Has your client approved your          Due to the expediency
respective budget and staffing plan,      required for filing the
and if so, for what budget period?        cases, GS and the
                                          Debtors are still
                                          developing a budget that
                                          will cover services
                                          rendered for the  from
                                          the Petition Date until
                                          the week ending July 11,
                                          2014.  GS will
                                          thereafter a
                                          supplemental
                                          declaration.

Preceding the Petition Date, the Debtors paid GS $55,235 for legal
services rendered in connection with its restructuring.  GS is
holding $694,764, in which sum GS claims both a security interest
and an attorneys' lien as provided for under the Nevada law to
assure payment during the Chapter 11 cases.

Stuart A. MacMillan, a consultant with Impact This Day, Inc., as
interim chief executive officer of the Debtors, also made the
declaration on behalf of Gordon Silver.

                         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.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved a motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.


TELEXFREE LLC: Greenberg Traurig Okayed as Bankruptcy Co-Counsel
----------------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman authorized TelexFREE, LLC, et
al., to employ Greenberg Traurig, LLP as co-counsel to represent
the Debtors in connection with the investigation.

Greenberg Traurig assisted the Debtors in responding to subpoenas
and appeared on behalf of the Debtors at the on-the-record
interviews of its then officers and directors, James Merrill and
Carlos Wanzeler.

The Debtors related that GT and Gordon Silver, as counsel, will
coordinate and delineate which tasks each firm will handle,
subject to their right to adjust their respective roles and
responsibilities.

Joseph P. Davis, Esq., shareholder at GT, told the Court that the
hourly rates of GT personnel are:

         Professional                       Hourly Rate
         ------------                       -----------
         Nancy A. Mitchell                    $995
         Joseph P. Davis                      $925
         Maria J. DiConza                     $875
         Mark A. DiConza                      $875
         Erin E. Hayes                        $560
         Matthew L. Hinker                    $560
         Avi Fox                              $515
         Zack A. Polidoro                     $325

The hourly rates of other personnel assigned to the case are:

         Professional                      Hourly Rate
         ------------                      -----------
         Shareholders                     $270 - $1,000
         Of Counsel/Senior Counsel        $350 - $1,115
         Associates                       $150 -   $735
         Legal Assistants/Paralegals       $95 -   $360

GT applied $557,725 to services rendered and expenses incurred
prior to the Petition Date, leaving a balance of $3,726,604
remaining as of the Petition Date.

Pursuant to the "Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases," GT
provided these responses:

   Questions Require by Part D1 of
   2013 UST Guidelines                            Answer
   -------------------------------          ------------------
1. Did you agree to any variations from,    No.
or alternatives to, your standard or
customary billing arrangements for this
engagement?

2. Do any professionals included in the     No.
in the engagement vary their rate base
on the geographic location of the
bankruptcy case?

3. If you represented the client in the   GT represented the
12 month prepetition, disclose your       client since February
billing rates and material financial      2014.  The material
financial terms for the prepetition       financial terms for the
engagement, including  any adjustments    prepetition engagement
during the 12 month prepetition.  If      remained the same as
your billing rates and material           engagement was hourly
financial terms have changed              based.
postpetition, explain the difference
and reasons for the difference.

3. Has your client approved your          Due to the expediency
respective budget and staffing plan,      required for filing the
and if so, for what budget period?        cases, GT and the
                                          Debtors are still
                                          developing a budget that
                                          will cover services
                                          rendered for the  from
                                          the Petition Date until
                                          the week ending July 11,
                                          2014.  GT will
                                          thereafter a
                                          supplemental
                                          declaration.

Stuart A. MacMillan, a consultant with Impact This Day, Inc., as
interim chief executive officer of the Debtors, also made the
declaration on behalf of Greenberg Traurig.

                         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.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved a motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the cases remain jointly administered, and KCC will continue to
serve as claims processing agent.


TELEXFREE LLC: Reaching Out to Investors, Creditors
---------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
TelexFree LLC, who used multilevel marketing to assist in the
distribution of voice over Internet protocol telephone service
plans, is faced with the daunting challenge of tracking all of its
700,000 investors, approximately 75% of whom are located outside
the U.S.

According to the report, the U.S. Bankruptcy Court in Worcester,
Mass., where TelexFree's bankruptcy is pending, has a dedicated
page on its website to assist creditors in filing claims, while
the Federal Bureau of Investigation created a webpage and survey
seeking "customer assistance" for investors and promoters who
believes they have been defrauded.

                         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.


TRI POINTE: Moody's Assigns First Time B1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time B1 corporate
family rating and B1-PD probability of default rating to TRI
Pointe Homes, Inc. ("TRI Pointe"). In a related action, Moody's
also assigned a B1 rating to the company's proposed $800 million
senior unsecured notes that will be offered in five-year and 10-
year tranches. Proceeds of the new notes will be used to finance
the combination with Weyerhaeuser Real Estate Company ("WRECO"), a
subsidiary of Weyerhaeuser Company ("Weyerhaeuser"). The notes
will initially be issued by WRECO, but TRI Pointe will become the
issuing entity upon consummation of the merger. The TRI Pointe
stockholders will have approximately a 20% stake in the combined
entity, with Weyerhaeuser shareholders holding the remaining
portion of the combined entity. In addition, Moody's assigned a
speculative grade liquidity rating of SGL-3. The rating outlook is
stable.

The following ratings were assigned:

B1 Corporate Family Rating;

B1-PD Probability of Default rating;

B1 (LGD 4, 54%) rating on the proposed senior unsecured notes due
2019 and 2024;

SGL-3 Speculative Grade Liquidity Rating.

Ratings Rationale

TRI Pointe's B1 rating reflects the integration challenges that
may arise from a relatively small and new company combining with a
much larger and longer-established entity. Although WRECO will now
be managed by a pure homebuilder (TRI Pointe) rather than by a
timber REIT (Weyerhaeuser), which WRECO managers may look forward
to, it is also possible that managers at each of the five
homebuilding companies comprising WRECO may have to give up some
of their prior autonomy. In addition, Moody's regard TRI Pointe's
liquidity profile as being only adequate, hampered by a thin cash
position and Moody's expectation of negative free cash flow
generation for the next 12 to 18 months.

Counterbalancing these risk factors, Moody's rating incorporates
the large increase in size, scale, market presence, and
geographical footprint that TRI Pointe will experience as a result
of this acquisition, the combined company's strong pro forma
adjusted debt leverage out of the box (approximately 43%), and its
healthy gross margin performance (in excess of 20%).

The B1 rating assigned to both tranches of TRI Pointe's proposed
$800 million senior unsecured notes is in line with the company's
corporate family rating as the notes will comprise the
preponderance of debt in the capital structure.

TRI Pointe's SGL-3 speculative grade liquidity rating reflects the
combined company's adequate liquidity profile. The company has pro
forma cash on hand of $39 million as of March 31, 2014, and
expects to maintain minimal cash going forward. Moody's also
project free cash flow remaining negative for at least the next 12
to 18 months, which will lead to continued heavy reliance on
external sources of liquidity. TRI Pointe expects to draw $177
million under its proposed $425 million unsecured revolving credit
facility to refinance existing secured debt, and Moody's expect
further takedowns under the revolver to help finance ongoing
operations. The proposed revolver is expected to have financial
covenants, including a 55% maximum net debt-to-capitalization
ratio, a 1.5x minimum interest coverage ratio, a minimum liquidity
test based on debt service requirements, and a minimum tangible
net worth test that increases with operating performance. Moody's
expect that the company will maintain sufficient headroom under
its leverage, interest coverage and net worth covenants. Projected
headroom for the liquidity test is weak. However, satisfying the
interest coverage test will waive this requirement.

The stable rating outlook is based on Moody's expectations of the
company's continued strong financial performance, moderate debt
leverage, and adequate liquidity.

Positive rating actions are unlikely over the near term, as TRI
Pointe faces integration risks after combining with a company of
WRECO's size and scale and because the combined company's adequate
liquidity profile could limit its ability to invest in future
growth opportunities. However, an upgrade might be considered in
the future if Tri Pointe seamlessly merges the two businesses and
continues to grow while maintaining prudent debt leverage and
improving liquidity.

A downgrade could occur if the combined company's liquidity
profile deteriorates or if adjusted debt leverage rises above 55%,
EBIT interest coverage falls below 2.5x, and/or gross margins
below decline to below 18%.

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

TRI Pointe, founded in 2009 and headquartered in Irvine,
California, designs, builds, and sells single-family homes
throughout Northern and Southern California as well as Colorado.
TRI Pointe completed its IPO in January 2013 and now plans to
combine with WRECO in the third quarter of 2014. The combination
with WRECO, which was founded in 1970, will expand TRI Pointe's
geographic footprint considerably and provide greater size and
scale. For the 12 months ended March 31, 2014, TRI Pointe's
consolidated revenue and net income were approximately $303
million and $19.4 million, respectively. WRECO's consolidated
revenue and net income for the same period, excluding impairments
on assets to be retained by Weyerhaeuser after the divestiture,
were approximately $1.3 billion and $200 million, respectively.


TRI POINTE: S&P Assigns B+ CCR & Rates Proposed $800MM Notes BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to TRI Pointe Homes Inc.  At the same
time, S&P assigned its 'BB-' issue-level rating and '2' recovery
rating to the proposed offering of an aggregate $800 million of
senior unsecured notes to be issued in two tranches with five- and
10-year tenors.  The '2' recovery rating indicates prospects for a
substantial recovery (70% to 90%) of principal in the event of
payment default.  The outlook is stable.

On Nov. 4, 2013, TRI Pointe agreed to combine with WRECO,
Weyerhaeuser's homebuilding business, in a transaction structured
as a Reverse Morris Trust and valued at $2.7 billion, consisting
of about $2 billion of TRI Pointe stock and an estimated $739
million of cash, subject to adjustments, to be funded by the
proceeds of the proposed debt offering.  Under the terms of the
transaction Weyerhaeuser will distribute ownership of WRECO, to
its shareholders through a split-off.  A wholly owned subsidiary
of TRI Pointe will merge with and into WRECO with WRECO surviving
the merger and becoming a wholly owned subsidiary of TRI Pointe.
In the merger, each WRECO share will be converted into 1.297
shares of TRI Pointe.  Following the merger, Weyerhaeuser
shareholders will own roughly 80% of the common stock of TRI
Pointe.  As part of the transaction structure and requirements,
WRECO is proposing to issue the $800 million of senior notes,
which will ultimately become a debt obligation of TRI Pointe upon
the merger becoming effective; the bonds will be guaranteed by TRI
Pointe's wholly owned subsidiaries, including WRECO and its
subsidiaries.  The merger transaction is expected close in the
third quarter of 2014.

"The stable outlook reflects our expectation that the larger
combined platform, with land under control to meet its needs over
the next one to two years, will support our base case revenue and
EBITDA growth expectations," said Standard & Poor's credit analyst
George Skoufis.  "We expect debt to EBITDA to be in the 3x-4x
range and interest coverage to be 5x-6x by the end of 2015.  We
also expect TRI Pointe Homes to prudently pursue land investments
and maintain adequate liquidity."

S&P would lower the rating if operating performance is weaker than
expected or if the company finances acquisitions (including land)
with debt resulting in debt to EBITDA in excess of 5x.

S&P considers an upgrade unlikely at this time, but in the longer
term it would consider raising the rating after the company
successfully manages the integration of WRECO and becomes more
seasoned operating a larger platform while raising and allocating
capital effectively and enhances its scale and diversity while
maintaining adequate liquidity.  This could result in the removal
of the comparable rating analysis modifier.


TUCKER & SONS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tucker & Sons, Inc.
        1622 Barrington View
        Stone Mountain, GA 30087

Case No.: 14-60507

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. James R. Sacca

Debtor's Counsel: Kenneth Mitchell, Esq.
                  GIDDENS, MITCHELL & ASSOCIATES, P.C.
                  Suite 555, 3951 Snapfinger Parkway
                  Decatur, GA 30035
                  Tel: 770-987-7007
                  Email: gmapclaw1@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Satwinder Tucker, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-60507.pdf

Pending bankruptcy case filed by an affiliate:

    Debtor: Prince Tucker Inc.
    Case No.: 14-60402
    Date Filed: 5/29/2014
    Court: United States Bankruptcy Court
           Northern District of Georgia


UNITED CONTINENTAL: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Chicago-based United Continental
Holdings Inc.  The outlook remains stable.

At the same time, S&P took numerous rating actions (upgrades,
downgrades, and affirmations) on certain enhanced equipment trust
certificates (EETCs) that were originally issued by Continental
Airlines Inc. (which has since merged into United Airlines Inc.,
United Continental's principal operating subsidiary), based on
S&P's assessment of United Continental's current and expected loan
to value (LTV) ratios.

"Our corporate credit rating on United Continental is based on our
assessment of the company's "weak" business risk profile and
"aggressive" financial risk profile.  Our upgrades of certain
EETCs that Continental Airlines originally issued in the 1990s
reflect the debt amortization that has resulted in substantially
improved collateral coverage, exceeding our previous expectations.
Our downgrades of certain EETCs that Continental Airlines had
originally issued more recently primarily reflect the increased
LTVs (thus providing less collateral coverage), which are
significantly higher than our expectations.  We affirmed our
ratings on other EETCs.  Our review of the EETCs consider, among
other things, the importance of the aircraft collateral to United
Continental's operations, the quality (in terms of technology and
resale liquidity) of the aircraft, the current and prospective LTV
ratios, and the structural features of the EETCs (including, for
example, the cross collateralization and cross default of the debt
on each aircraft in the recent EETCs)," S&P said.

The outlook is stable.  "United Continental continues to
experience problems from merger integration and has recently
reported worse operating results than other large U.S. airlines,"
said Standard & Poor's credit analyst Betsy Snyder.  "Although we
believe that the company has the potential to be rated higher, we
do not expect an upgrade over the next year."

S&P could raise the rating if stronger-than-expected operating
performance (the adjusted operating margin reaches the high-
single-digit percent area, compared with 7.1% for the 12 months
ended March 31, 2014) and the company generates adjusted FFO to
debt consistently in the mid-teens percent area.

While not considered likely, S&P could lower the rating if the
company's operating performance deteriorates, resulting in FFO to
debt falling into the mid-single-digit percent area.


UNITED SECURITY: A.M. Best Affirms 'C-' Finc'l Strength Rating
--------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of C- (Weak) and the issuer
credit rating of "cc" of United Security Life and Health Insurance
Company (USL&H) (Bedford Park, IL).

The revised outlook reflects USL&H's decision to exit the major
medical line of business and the termination in March 2014 of the
majority of its group major medical policies, combined with the
sale of its unprofitable life insurance block and the liquidation
of its entire equity portfolio in late 2013. The business profile
of the organization is now less volatile.  These changes will have
a positive impact on the future profitability of the organization,
especially as the major medical business was causing significant
financial strain to USL&H.  The decrease in liability reserves
from the canceled major medical business and sold life block, in
addition to the sale of the equity portfolio, are anticipated to
bolster the company's risk-adjusted capital levels in 2014.  A.M.
Best will need to monitor the future strategic direction of the
company going forward.

Factors that could result in positive rating actions for USL&H
include profitable premium revenue growth, the generation of
sustained earnings and an improved absolute capital level.
Conversely, negative rating actions could occur if the company
reports net losses and/or a material deterioration in either
absolute or risk-adjusted capital levels.


UNIVERSITY HEMATOLOGY: Case Summary & 19 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: University Hematology Oncology, Inc.
            FDBA University Hematology Oncology Group, Inc.
        2325 Dougherty Ferry Road, Suite 204
        Saint Louis, MO 63122

Case No.: 14-44407

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Charles E. Rendlen III

Debtor's Counsel: Tracy A. Brown, Esq.
                  LAW OFFICE OF TRACY A. BROWN, PC
                  1034 S. Brentwood Blvd., Suite 1830
                  St. Louis, MO 63117
                  Tel: 314-644-0303
                  Fax: 314-644-0333
                  Email: tbrownfirm@bktab.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dr. Shabbir H. Safdar, president.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/moeb14-44407.pdf


USEC INC: Disclosure Statement Hearing Adjourned to July 7
----------------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining USEC Inc.'s plan of reorganization is adjourned to
July 7, 2014, at 11:00 a.m. (Eastern Time) before Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware.  The deadline to object or respond to the
adequacy or approval of the Disclosure Statement is now June 30.

As reported by the Troubled Company Reporter on March 21, 2014,
the Plan proposes, and its terms embody, a prearranged
restructuring of the Debtor's obligations under (a) its 3.0%
convertible senior unsecured notes due 2014, and (b) its preferred
stock.  Specifically, the Plan provides that, among other things,
each holder of an allowed noteholder claim will receive its
pro rata share of (i) 79.04% of the new common stock issued under
the Plan, (ii) cash equal to the amount of the interest accrued on
the old notes from the date of the last interest payment made by
the Debtor before the Petition Date to the Effective Date, and
(iii) new notes to be issued under the Plan in the aggregate
principal amount of $200 million.

USEC has obtained authority from the Bankruptcy Court to enter
into an amended DIP Credit Agreement with its subsidiary United
States Enrichment Corp.  The primary modifications to the Original
DIP Credit Agreement include the extension of the Maturity Date
until the earlier of (x) the Plan Effective Date and (y) September
30, 2014 (which date may be extended by Enrichment Corp in its
sole discretion).  The Original DIP Credit Agreement would
previously have matured on July 4, 2014.

                        About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


VALEANT PHARMACEUTICALS: Moody's Keeps Rating over Allergen Deal
----------------------------------------------------------------
Moody's Investors Service commented that the most recently revised
offer by Valeant Pharmaceuticals International, Inc. to acquire
Allergan, Inc. would raise Valeant's financial leverage relative
to the earlier offers, but that the proposed acquisition would
still be credit positive for Valeant. Valeant is rated Ba3 with a
developing outlook, and there is currently no impact on the
ratings from the revised bid. Moody's notes, however, that the
increasing amount of financial leverage in Valeant's bid reduces
the degree of any upward pressure in Valeant's ratings if a deal
is finalized.

The principal methodology used in this rating was Global
Pharmaceutical Industry published in December 2012.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. ("Valeant") is a global specialty
pharmaceutical company with expertise in branded dermatology, eye
health, neuroscience products, branded generics and OTC products.
Valeant reported $5.8 billion in net revenues in 2013, which
includes Bausch & Lomb only from the acquisition date of August 5,
2013.


WALDMAN DIAMONDS: Files to Stop Seizure by Bank Leumi
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alexander M. Waldman Diamond Co., a dealer in loose
diamonds, filed a petition for Chapter 11 protection on May 30 in
Manhattan to stop secured lender Bank Leumi USA from seizing the
assets.

According to the report, the company?s problems were caused by the
loss-making operations of affiliate Waldman Diamonds Complete LLC,
which closed last year.  The affiliate, which made finished
jewelry, also filed for bankruptcy protection, the report said.  A
Dec. 31 balance sheet shows assets of $13.5 million and $6.6
million owing to the bank, the report said.


* Brokers Dodge Customer Complaints with Bankruptcy
---------------------------------------------------
Mason Braswell, writing for Investment News, reported that
bankruptcy protections afforded by federal law have frozen five
customer complaints in which Scott Levine, a former John Thomas
Financial broker, was named and which carry damage claims that
could total nearly $5 million.

According to the report, attorneys who represent investors said
that the situation is indicative of an unintended consequence of
Section 362 of the Bankruptcy Code, which freezes litigation and
administrative actions and is designed to help those who face
financial emergencies maintain their livelihood and get back on
their feet.  Instead, it could be allowing some brokers to remain
in the business too long with customer complaints discharged in
bankruptcy court or left open indefinitely, the report said.


* Circuit Rules on Preservation of Voided Mortgage
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Circuit Court of Appeals in Boston saved a
bankrupt from losing her home as the result of the bank's failure
to record a mortgage.

According to the report, writing for the three-judge panel on the
First Circuit, Circuit Judge Jeffrey R. Howard set aside the lower
courts' conclusions in a May 23 opinion.  He said that reversal
comported with "any sense of fairness on these facts" and with the
"most coherent reading we can make of a trustee's powers under the
Bankruptcy Code."

The case is DeGiacomo v. Traverse (In re Traverse), 13-9002, U.S.
Court of Appeals for the First Circuit (Boston).


* Efforts to Curb College Costs Face Resistance
-----------------------------------------------
Josh Mitchell, writing for The Wall Street Journal, reported that
Obama administration initiatives intended to help restrain soaring
college costs are facing resistance from schools and from a
bipartisan bloc of lawmakers looking to protect institutions in
their districts.

According to the report, groups representing colleges and
universities formally opposed the administration's plan to more
tightly oversee programs that officials say leave students in
steep debt but with weak job prospects.  The new rules cover for-
profit schools along with career-training programs -- those that
lead to certificates, but not degrees, in a given field, such as
mechanics or cosmetology -- at public schools and nonprofits, the
report related.  A bipartisan group in Congress is seeking ways to
kill the plan, which the administration wants to have in place by
November, the report further related.


* Wells Fargo Can't Shake L.A. Lawsuit Over Predatory Loans
-----------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that Wells
Fargo & Co. lost a bid to throw out a lawsuit by Los Angeles in
the city's renewed effort to hold mortgage lenders liable for
record foreclosures during the collapse of the U.S. housing
market.

According to the report, U.S. District Judge Otis Wright II in Los
Angeles, without ruling on the merits of the claims, on May 28
said the city's allegations that the bank targeted minority
lenders with "predatory loans" were legally sufficient at this
stage to proceed with the case.

The second-largest U.S. city separately sued Wells Fargo,
Citigroup Inc., and Bank of America Corp. last year, saying the
three mortgage lenders engaged in discriminatory practices since
at least 2004, placing minority borrowers in loans they couldn't
afford and driving up the number of foreclosures in their
neighborhoods, the report related.

The case is City of Los Angeles v. Wells Fargo & Co., 13-cv-9007,
U.S. District Court, Central District of California (Los Angeles).


* LBOs Account for Nearly A Third of Defaults Since Crisis
----------------------------------------------------------
Law360 reported that cheap and easily available leverage before
the financial crisis allowed private equity firms to undertake
some of the biggest deals on record, but in recent years, some of
the most highly levered deals are the source of much investor
pain, according to a report from Fitch Ratings Inc.

About 29 percent of all high-yield defaults since 2007 have been
by companies that were the target of leveraged buyouts, or LBOs,
Law360 said, citing Fitch.  That has affected $55.3 billion in
bonds and $64.5 billion in leveraged loans, Fitch says, but
investors remain undeterred, report related.


* Pa. Lawyer, Client Charged By Feds in Bankruptcy Fraud
--------------------------------------------------------
Law360 reported that federal prosecutors charged a Pennsylvania
attorney and his client in a bankruptcy scheme, alleging in an
indictment that they worked together to conceal property before
initiating the bankruptcy filing.

According to the report, Pietro A. Barbieri, who practiced law as
Barbieri and Associates, and Deborah Messner, both of Chester
County, are accused of concealing the transfer of a car, divorce
settlement proceeds and money spent to cover his legal fees before
she filed for Chapter 7 in 2009.


* Hangley Atty in Line to Nab Fed Bankruptcy Judgeship
------------------------------------------------------
Law360 reported that Hangley Aronchick Segal Pudlin & Schiller
announced that shareholder Ashely M. Chan is in line to become a
U.S. bankruptcy judge after winning the recommendation of a merit
selection committee for the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania.

According to the report, the merit selection committee, appointed
by the Judicial Council of the Third Circuit to recommend
candidates for a future vacancy, named Chan the most qualified for
the position after widely publicizing the vacancy and interviewing
numerous applicants.



                             *********

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
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related conferences are encouraged.  Send announcements to
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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
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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                  *** End of Transmission ***