TCR_Public/140605.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 5, 2014, Vol. 18, No. 154

                            Headlines

1617 WESTCLIFF: Judge Wallace Dismisses Chapter 11 Case
3150 M RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
ACCIPITER COMMS: Asks Court to Set June 27 as Claims Bar Date
ACCIPITER COMMS: Parties Agree to Use of Cash Collateral
ACCIPITER COMMS: Panel Keeps Right to Contest Adequate Protection

ADVANCED MICRO: Plans to Offer $400 Million of Senior Notes
ADVANCED MICRO: Fitch Raises IDR to 'B-'; Outlook Stable
AFFINION GROUP: S&P Rates $775MM Sr. Secured First Lien Loan 'B'
AGAPE SERVICES: Case Summary & 20 Largest Unsecured Creditors
AINSWORTH LUMBER: Moody's Hikes Corporate Family Rating to B1

AINSWORTH LUMBER: S&P Raises CCR to 'B' on Improved Credit Metrics
AKORN INC: Moody's Confirms 'B1' Corporate Family Rating
ALFRED FUELING: Moody's Assigns 'B2' Corporate Family Rating
ALFRED FUELING: S&P Assigns 'B' Corp. Credit Rating
ALICEVILLE GOVERNMENTAL: S&P Retains 'CCC' Rating on Watch Dev.

ALLIED INDUSTRIES: Case Converted to Chapter 7 Liquidation
ANESTHESIA HEALTHCARE: Cases to be Jointly Administered
ANESTHESIA HEALTHCARE: SunTrust Bank Objects to DIP Financing
ANESTHESIA HEALTHCARE: Has Interim OK to Use Cash Collateral
ANESTHESIA HEALTHCARE: Sec. 341 Meeting Scheduled for June 23

ARK STAR: Voluntary Chapter 11 Case Summary
ATP OIL: June 18 Hearing to Consider Approval of Plan & Outline
BAY CONDOS: Tenant Keeps Possession If Lease Sold 'Free and Clear'
BECKMAN COULTER: Fitch Affirms 'BB' Rating on $81MM Class A Debt
BETO'S COLLISION: Case Summary & 20 Largest Unsecured Creditors

BON-TON STORES: Files 2013 Conflict Minerals Report
BROOKSTONE INC: Sailing Capital Selected as Winning Bidder
C&K MARKET: Faces Dismissal If Plan Is Not Approved by June 25
CARROS UK HOLDCO: S&P Assigns 'B' Corp. Credit Rating
CASTLE CHEESE: Case Summary & 20 Largest Unsecured Creditors

CELL THERAPEUTICS: To Change Name to CTI BioPharma Corp.
CHEYENNE HOTEL: Tolling Provision Can't Be Used to Preserve Asset
CLAIRE'S STORES: Files 2013 Conflict Minerals Report
CONSOLIDATED CONTAINER: Moody's Cuts Corp. Family Rating to 'B3'
CONSOLIDATED CONTAINER: S&P Lowers Corporate Credit Rating to 'B-'

COSTA BONITA BEACH: Judge Orders Dismissal of Chapter 11 Case
COURTLAND PLAZA: Case Summary & 4 Largest Unsecured Creditors
CROSSOVER FINANCIAL: Liquidating Trust Agreement Filed
DAVITA HEALTHCARE: Moody's Assigns Ba1 Rating on $5.5BB Sr. Debt
DIALOGIC INC: Files Conflict Minerals Report

EAST COAST BROKER: Trustee Wants Stellaro Bays' Case Dismissed
ENERGY FUTURE: Fitch Withdraws Ratings Over Bankruptcy Filing
EURAMAX INTERNATIONAL: Files Conflict Minerals Report
EXIDE TECHNOLOGIES: Files Conflict Minerals Report
FIDELITY NATIONAL: Fitch Affirms 'BB+' Sr. Unsecured Debt Rating

FIRST MARINER: Trading of Common Stock Maybe Suspended by June 24
FREESEAS INC: Repays $37.6 Million Credit Suisse Debt
FRESH & EASY: Plan Confirmation Hearing Scheduled for July 2
FURNITURE BRANDS: Disclosures Approved, Plan Hearing on July 14
FURNITURE BRANDS: Plan Hearing on July 14; Ballots Due July 3

GENERAL MOTORS: Recall Probe to Blame Cultural Failings
GLOBAL GEOPHYSICAL: Court Establishes June 30 as Claims Bar Date
GMP ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
GREEN POWER: Seeks to Avoid Second Quick Dismissal
GREENPORT CROSSINGS: Case Summary & 20 Top Unsecured Creditors

INT'L MANUFACTURING: Ponzi Schemer Files After Plea on $150MM Scam
INT'L MANUFACTURING: Case Summary & 20 Top Unsecured Creditors
INTERNET BRANDS: S&P Puts 'B+' CCR on CreditWatch Negative
IOWA GAMING: Chap. 11 Case May Be Dismissed
J.C. PENNEY: Moody's Rates New Revolving Credit Facility 'B1'

JACK COOPER: S&P Lowers CCR to 'CCC+' on Debt Financed Dividend
JACKSONVILLE BANCORP: Chief Credit Officer Resigns
LABORATORY PARTNERS: Disclosures Approved; Plan Hearing on July 9
LAKELAND DEVELOPMENT: Court Orders Modification of RDX Agreement
LATEX FOAM: Section 341(a) Meeting Set on June 30

LATEX FOAM: Case Summary & 20 Largest Unsecured Creditors
LOUISIANA-PACIFIC CORP: Moody's Hikes Corp. Family Rating to Ba2
LUPATECH SA: June 26 Hearing on Chapter 15 Recognition
LV PARADISE: Case Summary & Largest Unsecured Creditors
MANJIT SANDHU: Case Summary & 2 Largest Unsecured Creditors

MCKINNON INVESTMENTS: Voluntary Chapter 11 Case Summary
MEE APPAREL: Court Approves $12-Mil. Sale of Assets to Suchman
MICHAELS STORES: Posts $56 Million Net Income in First Quarter
MICHAELS STORES: S&P Affirms 'B' Corp. Credit Rating
MICROVISION INC: Files Conflict Minerals Report for 2013

MOMENTIVE PERFORMANCE: Files Conflict Minerals Report
MOOG INC: S&P Retains 'BB+' Corporate Credit Rating
NPS PHARMACEUTICALS: Denies Report on Alleged Shire Acquisition
NW SYSTEMS: Case Summary & 15 Largest Unsecured Creditors
OCEAN 4660: Ch.11 Trustee to Settle With Comerica Bank

OUTERWALL INC: Moody's Rates New Sr. Unsecured Notes 'Ba3'
OUTERWALL INC: S&P Rates $300MM Sr. Unsecured Notes 'BB-'
OVERSEAS SHIPHOLDING: Amended Equity Commitment Agreement Okayed
OVERSEAS SHIPHOLDING: Court Approves Registration Rights Deal
OVERSEAS SHIPHOLDING: Equity Plan Confirmation Hearing on July 18

PARKLAND FUEL: DBRS Finalizes 'BB' Provisional Rating
PHH CORPORATION: Moody's Puts 'Ba2' CFR on Review for Downgrade
PHH CORP: S&P Puts 'BB-' ICR on CreditWatch Negative
PLY GEM HOLDINGS: Files 2013 Conflict Minerals Report
QUANTUM CORP: Files Conflict Minerals Report

QUANTUM FUEL: Files Conflict Minerals Report
RED EAGLE EQUIPMENT: Case Summary & 20 Top Unsecured Creditors
SABRE HOLDINGS: Moody's Hikes Corporate Family Rating to 'B1'
SHILO INN: CB&T Asks Court to Lift Stay on Shilo Inn Hotels
SEARS HOLDINGS: Files Conflict Minerals Report for 2013

SILVER LAKE HARDWARE: Case Summary & 20 Top Unsecured Creditors
SILVERADO STREET: Court Closes Chapter 11 Bankruptcy Cases
SPECIALTY HOSPITAL: Case Summary & 35 Largest Unsecured Creditors
ST. MARY'S HOME: Case Summary & 20 Largest Unsecured Creditors
STAG INDUSTRIAL: Fitch Affirms 'BB' Rating on $139MM Stock

STEREOTAXIS INC: Inks Employment Agreement with CEO
STUYVESANT TOWN: Assets Tied to $300MM Debt to Be Sold June 13
SURGICAL SPECIALTIES: Moody's Lowers Corp. Family Rating to Caa1
VELTI INC: Chap. 11 Liquidation Plan Confirmed
VERTELLUS SPECIALTIES: Moody's Says Caa1 Rating Outlook Unchanged

WORLDWIDE MIXED MARTIAL: June 10 Hearing on Dismissal of Case
ZALE CORP: Andrew Barroway Reports 9% Equity Stake
ZALE CORP: Files 2013 Conflict Minerals Report
ZOGENIX INC: Files Conflict Minerals Report with SEC

* New York High Court Weighs Unfinished Business Rule

* Delaware Art Museum's Planned Sale of Homer Work Draws Ire
* Bankruptcy Filings Decline 12% Year-to-Date

* Robert Klyman Joins Gibson Dunn in Los Angeles

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


1617 WESTCLIFF: Judge Wallace Dismisses Chapter 11 Case
-------------------------------------------------------
The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the
Central District of California dismissed the Chapter 11 case of
1617 Westcliff LLC and ordered the Debtor's case closed.

As reported in the Troubled Company Reporter on April 24, 2014,
Judge Wallace has granted the Debtor's motion for authority to pay
all creditors and administrative expense claims in full and for
the dismissal of its bankruptcy case.

The Debtor is authorized to pay remaining creditor claims from
assets of the Estate, which are:

      * $74,000 to Keller, Weber & Dobrott
      * $2,949 to the Franchise Tax Board
      * $368,395 to Dr. Gary Rettig and Shawn Rettig
      * $7,612 to James A. White, CPA
      * $89,945, plus all additional attorneys' fees and costs
        arising after the date the Motion was filed, to Marshack
        Hays LLP on account of its unpaid administrative claim.

Within 5 days of the completion of all payments, the Debtor may
file a declaration attesting to the payment in full of all
creditor claims, attaching supporting documents.

An order dismissing the case will be entered only on the Debtor's
submission of proof that all creditor claims and the final fees of
the Offices of the United States Trustee have been paid in full.

                      About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.

The Debtor filed a plan of liquidation and disclosure statement
on July 1, 2013, seeking to accomplish payment of creditors in
full by reorganizing its personal assets and liabilities through
the sale of its only substantial asset, a commercial real property
commonly known as 1617 Westcliff Drive, in Newport Beach,
California.  The property, according to court documents, is a
mixed use, Class B building mostly occupied by medical office
space.  It comprises 32,000 square feet of rentable space in a
single two-story building situated on approximately 1.56 acres of
land in an up-scale commercial district of Newport Beach.

Attorneys for Secured Creditor Wells Fargo Bank, N.A., as Trustee
for the Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C3, are Aron M. Oliner, Esq., and Geoffrey A. Heaton,
Esq., at Duane Morris LLP.


3150 M RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 3150 M Restaurant Group, LLC
        3150 M Street, N.W.
        Washington, DC 20007

Case No.: 14-00325

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       for the District of Columbia (Washington, D.C.)

Judge: Hon. Martin Teel, Jr.

Debtor's Counsel: Robert K. Goren, Esq.
                  GOREN, WOLFF, ORENSTEIN & HOFFMA, LLC
                  15245 Shady Grove Road
                  Suite 465 North Lobby
                  Rockville, MD 20850
                  Tel: (301) 984-6266
                  Email: rgoren@gwolaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Charles B. Swan, Jr., acting managing
member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb14-00325.pdf


ACCIPITER COMMS: Asks Court to Set June 27 as Claims Bar Date
-------------------------------------------------------------
Accipiter Communications, Inc., doing business as Zona
Communications, asks the Bankruptcy Court to set June 27, 2014, as
the deadline for filing proofs of claim in its Chapter 11 case.
Accipiter further asks the Court to set September 24, 2014, as the
bar date for government agencies to file proofs of claim.

Jordan A. Kroop, Esq., at Perkins Coie LLP in Phoenix, Arizona,
says that the official committee of unsecured creditors has
consented to the requested bar date.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that in a Chapter 11 case, the Court must fix the
deadline by which parties must file proofs of claim.

Types of claims include:

   (a) unsecured claims incurred by vendors, suppliers, and other
       trade-related entities involved in the general operation of
       business;

   (b) contract or tort claims of any kind;

   (c) litigation claims;

   (d) any worker's compensation claims; and

   (e) any administrative agency claims or similar kinds of
       private enforcement claims.

Accipiter suggests that all holders of alleged secured claims to
file a proof of claim if it does not appear on Accipiter's
schedules of assets and liabilities.  Accipiter further suggests
that any claims related to the rejection of any executory contract
or unexpired lease be filed 30 days following the Court's approval
of the rejection.

The United States, acting through the Rural Utilities Service of
the U.S. Department of Agriculture, will not be required to file a
proof of claim unless it wishes to assert a claim different from
the claim described in an interim stipulated order authorizing use
of cash collateral and granting adequate protection.

Accipiter is represented by:

     Jordan A. Kroop, Esq.
     Kirstin T. Eidenbach, Esq.
     PERKINS COIE LLP
     2901 N. Central Ave., Suite 2000
     Phoenix, AZ 85012
     Tel: (602) 351-8000
     Email: jkroop@perkinscoie.com
            keidenbach@perkinscoie.com
            docketphx@perkinscoie.com

                 About Accipiter Communications

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

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

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

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately held company, with 55.4% of the stock held
by Lewis van Amerongen.  In its schedules, the Debtor listed
$31,250,731 in total assets and $21,628,826 in total liabilities.

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

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.


ACCIPITER COMMS: Parties Agree to Use of Cash Collateral
--------------------------------------------------------
To enable Accipiter Communications, Inc., to construct and operate
a telecommunications network in rural areas in Maricopa and
Yavapai Counties, the United States Government, through Rural
Utilities Service and the Rural Telephone Bank, made three sets of
loans.

As of filing for Chapter 11 bankruptcy, Accipiter was obligated
and indebted to the Government for $20,755,214, plus unpaid fees
and expenses and accrued interest. To secure the indebtedness,
Accipiter granted a first priority lien on and security interest
in all of its assets and properties except vehicles.

Accipiter acknowledges and agrees that cash in its possession
includes proceeds from accounts receivable in which the Government
has a perfected security interest.

Accipiter is presently unable to obtain unsecured financing. The
Government is willing to consent to Accipiter's limited use of
cash collateral provided that it is given adequate protection and
that it undergoes the agreed budgetary process.

Accordingly, Accipiter, the Government, through Rural Utilities
Services, and the official committee of unsecured creditors
entered into a stipulation, which was approved by the Bankruptcy
Court.  The stipulation states that:

   (a) Accipiter is authorized to use cash collateral solely under
       the terms of the stipulation;

   (b) Accipiter has furnished to the Government a budget for
       weekly cash receipts and expenditures for 14 weeks ending
       July 11, 2014;

   (c) As adequate protection, interest on the prepetition
       indebtedness continues to accrue and must be paid on an
       ongoing basis as it comes due. Furthermore, the Government
       is granted valid, binding, enforceable and perfected
       replacement liens in all postpetition collateral;

   (d) Accipiter may only use the cash collateral in accordance
       with the budget with unused amounts for each weekly period
       being carried forward to the next weekly period
       cumulatively, and within a variance of no more than 5% per
       line item in any monthly period without the lender's
       express written consent;

   (e) Accipiter's authority to use cash collateral terminates on
       the earlier of (1) July 11, 2014, unless extended, and
       (2) an event of default;

   (f) An event of default could be either of the following:

       (1) Entry of an order dismissing the Chapter 11 case or
           converting it to a case under Chapter 7 of the
           Bankruptcy Code, or Accipiter's filing of a motion or
           failing to oppose a motion to dismiss;

       (2) Accipiter's failure to comply with any of its material
           obligations including compliance with the budget;

       (3) Accipiter's failure to make any payment due to the
           Government under the stipulated order within seven days
           of when due;

       (4) The entry of an order appointing any examiner with
           expanded powers or a trustee to operate all or a
           substantial part of Accipiter's business;

       (5) The entry of an order lifting the automatic stay
           allowing a third party (i) to proceed against any
           property, including the prepetition collateral, of the
           estate whose fair market value is reasonably expected
           to equal at least $10,000, or (ii) to commence or
           continue any litigation against Accipiter's involving
           potential liability not covered by insurance, in excess
           of $250,000 in the aggregate; or

       (6) Accipiter sells any of its assets subject to a lien in
           the Government's favor for aggregate proceeds in excess
           of $100,000 without written consent and without
           granting the Government a right to credit bid, other
           than inventory sold in the ordinary course of business.

On the occurrence of an event of default, Accipiter must
immediately cease using cash collateral unless otherwise permitted
by the Government.

The United States government is represented by the offices of:

    Assistant Attorney General Stuart F. Delery
    United States Attorney John S. Leonardo

Counsel for the Rural Utilities Services are:

    J. Christopher Kohn, Esq.
    Ruth A. Harvey, Esq.
    Lloyd H. Randolph, Esq.
    Jessica S. Wang, Esq.
    United States Department of Justice
    Commercial Litigation Branch
    P.O. Box 875, Ben Franklin Station
    Washington, DC 20044
    Voice: (202) 307-0356
    Fax: (202) 514-9163

The United States Trustee for the District of Arizona, Ilene J.
Lashinsky, is represented by:

    Patti Chan, Esq.
    Trial Attorney
    203 N. 1st Avenue, Suite 204
    Phoenix, AZ 85003
    Tel: (602) 682-2633

                 About Accipiter Communications

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

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

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

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately held company, with 55.4% of the stock held
by Lewis van Amerongen.  In its schedules, the Debtor listed
$31,250,731 in total assets and $21,628,826 in total liabilities.

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

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.


ACCIPITER COMMS: Panel Keeps Right to Contest Adequate Protection
-----------------------------------------------------------------
The official committee of unsecured creditors initially objected
to a stipulation between Accipiter Communications, Inc., and the
United States government, through Rural Utilities Services, for
the use of cash collateral.

Christopher C. Simpson, Esq., at Stinson Leonard Street LLP, in
Phoenix, Arizona, clarified that while the committee consents to
Accipiter's use of cash collateral for its ongoing operations, the
original stipulation grants the government additional collateral
far exceeding what is required for adequate protection.

Mr. Simpson also pointed out that the stipulation sought to cap
the fees payable to professionals retained by the committee at an
aggregate of $50,000, which is an unwarranted limit on the scope
of the efforts the committee will be able to undertake to protect
its constituency's interest.

The committee resolves its issues through entry of a revised
stipulation among the parties, including the committee. Among
other things, the revised stipulation states that:

   The committee reserves its right to contest the government's
   interest in cash collateral and any consequential effect on
   adequate protection liens. Accipiter or the committee may
   assert any claims and defenses, and the committee may assert a
   cash collateral claim only if such an action is commenced by
   July 14, 2014. If no action is commenced, and no order or
   stipulation extends the bar date, all non-asserted claims and
   defenses and all non-asserted cash collateral claims, are
   relinquished and waived by the estate immediately.

On May 16, 2014, the revised stipulation was approved by the
Bankruptcy Court.

The committee is represented by:

     Alisa C. Lacey, Esq.
     Christopher C. Simpson, Esq.
     STINSON LEONARD STREET LLP
     1850 N. Central Avenue, Suite 2100
     Phoenix, AZ 85004-4584
     Tel: (602) 279-1600
     Fax: (602) 240-6925
     Email: alisa.lacey@stinsonleonard.com
            christopher.simpson@stinsonleonard.com

                 About Accipiter Communications

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

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

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

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately held company, with 55.4% of the stock held
by Lewis van Amerongen.  In its schedules, the Debtor listed
$31,250,731 in total assets and $21,628,826 in total liabilities.

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

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.


ADVANCED MICRO: Plans to Offer $400 Million of Senior Notes
-----------------------------------------------------------
Advanced Micro Devices, Inc., intends to commence a private
offering, subject to market and other conditions, of $400 million
aggregate principal amount of senior notes due 2024.  AMD intends
to use the net proceeds received in the offering to repurchase its
outstanding 8.125 percent Senior Notes due 2017 through a tender
offer which also launched today, June 2, 2014.  AMD intends to use
the Net Proceeds to fund the purchase of all 8.125 percent Notes
that are early tendered (the "Early Tender") in accordance with
the terms of the 8.125% Tender Offer.

To the extent AMD still has 8.125 percent Notes outstanding
following settlement of the Early Tender, prior to or following
the expiration of the 8.125 percent Tender Offer, AMD intends to
use the remaining Net Proceeds to redeem any and all remaining
outstanding 8.125 percent Notes.  To the extent the remaining Net
Proceeds are not enough to redeem the then outstanding 8.125
percent Notes, AMD intends to use cash on hand, including the
remaining net proceeds from its February 2014 offering of its 6.75
percent Senior Notes due 2019, if required, to fund the redemption
of any such 8.125 percent Notes.  To the extent AMD has remaining
Net Proceeds after the completion of the 8.125 percent Notes
Tender Offer and any redemption of 8.125 percent Notes, AMD will
use those remaining Net Proceeds to redeem, repurchase or
otherwise retire other outstanding indebtedness.

The new senior notes have not been registered under the Securities
Act of 1933, as amended, or applicable state securities laws, and
will be offered only to qualified institutional buyers in reliance
on Rule 144A and in offshore transactions pursuant to Regulation S
under the Securities Act of 1933, as amended.  Unless so
registered, the new senior notes may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

                            Tender Offer

Advanced Micro commenced a cash tender offer for any and all of
its outstanding 8.125% Senior Notes due 2017.

Concurrent with the Tender Offer, AMD is also soliciting consent
from the holders of the Notes for proposed amendments to the terms
of the 8.125% Notes to reduce the minimum notice period required
in connection with redemption of the 8.125% Notes from 30 days to
3 business days.  AMD intends to finance the purchase of the
8.125% Notes tendered in the tender offer with the net proceeds
from the closing of AMD's private offering of $400 million of
senior notes due 2024, which was also separately announced by AMD.
To the extent the net proceeds from the New Notes Offering are not
enough to redeem the then outstanding 8.125% Notes, AMD intends to
use cash on hand, including the remaining net proceeds from its
February 2014 offering of its 6.75% Senior Notes due 2019, if
required, to fund the redemption of any such 8.125% Notes.

The Tender Offer will expire at 12:00 midnight, New York City
time, on June 27, 2014, unless extended or earlier terminated by
AMD.  Holders who validly tender, and do not validly withdraw,
their 8.125% Notes on or prior to the Expiration Time will be
entitled to receive $1,025.88 for each $1,000 principal amount of
8.125% Notes purchased in the Tender Offer, plus accrued and
unpaid interest to, but not including, the date of payment for the
8.125% Notes accepted for payment.  Furthermore, Holders who (i)
validly tender, and do not validly withdraw, their 8.125% Notes
and (ii) consent to the Proposed Amendments, at or prior to 12:00
midnight, New York City time, on June 13, 2014 (the "Consent
Payment Date"), will receive $20.00 for each $1,000 principal
amount of 8.125% Notes purchased pursuant to the Tender Offer,
resulting in a total consideration of $1,045.88 for each $1,000
principal amount of 8.125% Notes.  Upon the receipt of the
required consents to approve the Proposed Amendments, AMD will
enter into a supplemental indenture to amend the terms of the
indenture governing the 8.125% Notes.  Holders who tender their
8.125% Notes prior to the Consent Payment Deadline may withdraw
their tendered 8.125% Notes at any time prior to the earlier of
the Effective Time or 12:00 midnight, New York City time, on
June 13, 2014.  Holders who tender their 8.125% Notes after such
withdrawal deadline may not withdraw their tendered 8.125% Notes.

The Tender Offer is contingent upon the satisfaction of certain
conditions, including the closing of New Notes Offering, which
will be subject to customary closing conditions.

Full details of the terms and conditions of the tender offer are
included in the Offer to Purchase and Consent Solicitation
dated June 2, 2014.

AMD has retained J.P. Morgan Securities LLC to act as the Dealer
Manager for the tender offer and as Solicitation Agent for the
consent solicitation. Questions regarding the tender offer may be
directed to

J.P. Morgan Securities LLC at (800) 245-8812(toll-free) or (212)
270-1200 (collect).  Requests for the Offer to Purchase and
Consent Solicitation and other documents relating to the Tender
Offer may be directed to MacKenzie Partners, Inc., the Information
Agent and Depositary in connection with the Tender Offer, at (800)
322-2885 (toll-free) or (212) 929-5500 (collect).

None of AMD, any member of its Board of Directors, the Dealer
Manager and Solicitation Agent or the Information Agent/Depositary
is making any recommendation to Holders as to whether to tender or
refrain from tendering their 8.125% Notes into the Tender Offer.
Holders must decide whether they will tender in the Tender Offer
and, if so, how many 8.125% Notes they will tender.

                      Conflict Minerals Report

Advanced Micro has filed with the U.S. Securities and Exchange
Commission a specialized disclosure report on Form SD in
connection with its Conflict Minerals Report for the reporting
period from January 1 to Dec. 31, 2013.

The SEC, in August 2012, adopted a rule mandated by the Dodd-Frank
Wall Street Reform and Consumer Protection Act to require
companies to publicly disclose their use of conflict minerals that
originated in the Democratic Republic of the Congo (DRC) or an
adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"AMD has actively engaged with our customers and suppliers with
respect to the use of conflict minerals for several years.  Our
actions stem from our responsible and inclusive culture and
longstanding leadership in corporate responsibility," the Company
stated in the Report.

A full-text copy of the Conflict Minerals Report is available for
free at http://is.gd/Vx0gym

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.

The Company's balance sheet at Dec. 28, 2013, showed $4.33 billion
in total assets, $3.79 billion in total liabilities and $544
million in total stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc.  The rating reflects Fitch's expectations for
negative near-term free cash flow (FCF) and limited top-line
visibility, despite solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


ADVANCED MICRO: Fitch Raises IDR to 'B-'; Outlook Stable
--------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) for Advanced Micro Devices Inc. (NYSE: AMD) to 'B-' from
'CCC'.  Fitch has also rated AMD's private placement of $500
million senior notes due 2024 at 'B-/RR4'.  The Rating Outlook is
Stable.  Fitch's actions affect approximately $2.5 billion of
total debt, including the revolving credit facility (RCF).

The upgrades primarily reflect AMD's improved financial
flexibility from recent refinancing activity, which extends
meaningful debt maturities until 2019.  AMD's refinancing activity
provides incremental flexibility to absorb any operational
shortfalls during its ongoing business transformation.

The company privately placed $500 million of senior unsecured
notes due 2024 and will use net proceeds to repurchase $423
million of 8.125% of senior notes due 2017.  This follows AMD's
private placement on Feb. 26, 2014 of $600 million of 6.75% senior
notes due 2019 and subsequent repurchase of $487 million of 6%
convertible notes due 2015 during the first quarter of 2014
(1Q'14).

The ratings and Outlook continue to incorporate Fitch's belief
that, despite near-term product momentum and the company's ongoing
business transformation, revenue visibility remains limited and
annual free cash flow (FCF) generation uneven.  AMD seeks to
increase revenues from non-legacy personal computing (PC) markets
to 50% from 20% of total revenue by 2015.

AMD should resume positive revenue growth in the low- to mid-
single digits in 2014, driven by strong graphics accelerated
processing unit (APU) shipments.  AMD's APU is designed into
Microsoft's and Sony's newly released game consoles, which have
significantly outsold previous generations to date and should add
a degree of revenue visibility given longer product life-cycles.
However, AMD's ability to offset continued weakness in legacy PC
markets, which the company forecasts will decline by 10% in 2014,
also depends on strong shipments of next-generation APUs for
desktops, as well as solid adoption of just launched low power
APUs for tablets and ultra-thin notebooks and discrete and
professional graphics processing units (GPU).

Fitch expects operating EBITDA margin will expand to a high
single-digit range in 2014 after bottoming in 2013, as a result of
operating leverage and lower fixed costs from completed
restructuring.  Longer-term profitability will remain volatile but
Fitch believes incremental restructuring is likely should the
company's business transformation lag targets.

Fitch expects modest negative-to-flat FCF in 2014 after the
company's $200 million final payment to GLOBALFOUNDRIES in 1Q'14
for the exclusivity waiver agreement.  As a result, AMD should
exit 2014 with cash of just under $1 billion.  AMD lowered its
minimum cash requirement to $600 million from $700 million in
2013, due to the company's expectations for enhanced revenue
visibility.

Credit protection measures should remain volatile with total debt-
to-operating EBITDA and operating EBITDA-to-gross interest expense
ranging from low- to mid-single digits over the next few years.
Fitch estimates total debt-to-operating EBITDA and operating
EBITDA-to-gross interest expense were 4.3x and 2.8x for the latest
12 months (LTM) ended March 31, 2014, respectively, versus 6.7x
and less than 1x for the comparable prior year period.

Ratings Sensitivities

Fitch believes incremental positive rating actions could result
from enhanced revenue visibility and expectations for consistent
FCF through the cycle, both the result of AMD's successful
business transformation.

Negative rating actions could result from substantial FCF usage,
resulting in cash balances declining toward the $600 million
minimum level.  Fitch believes this could be due to greater than
expected average selling price (ASP) erosion for graphics APUs or
stalled traction in semi-custom servers and non-legacy PC
businesses.

KEY RATINGS DRIVERS:

Ratings are supported by AMD's:

  -- Role as a credible alternative volume chip supplier for PCs,
     a large albeit shrinking market, particularly for consumer
     PCs;

  -- Significant intellectual property (IP) for APUs and GPUs,
     which underpin AMD's business transformation;

  -- Outsourced manufacturing model, relieving the company from
     significant investments in leading-edge manufacturing
     capabilities and strengthening FCF.

Ratings concerns include AMD's:

  -- Lack of revenue visibility, which should improve if the
     company's business transformation is successful;

  -- Challenges for foundry partners to keep pace with Intel
     Corp.'s (Intel) leading-edge manufacturing capabilities,
     potentially resulting in structural cost and performance
     disadvantages for future products;

  -- Volatile profitability and FCF, due to mostly short
     technology and product cycles and Intel-driven pricing
     pressures;

  -- Significantly less financial flexibility than that of key
     competitors, including Intel, NVIDIA and Qualcomm.

Fitch believes liquidity was sufficient as of March 31, 2014 and
consisted of:

  -- $902 million of cash and cash equivalents (excludes $80
     million of long-term marketable securities), the vast
     majority of which was located in the U.S.;

  -- $500 million senior secured RCF due 2018, of which $445
     million was available at March 31, 2014.

Pro forma for the private placement and repurchase of $500 million
of 8.125% senior notes due 2017, total debt was $2.1 billion at
March 31, 2014 and consisted primarily of:

  -- $42 million of 6% senior unsecured convertible notes due
     2015;
  -- $600 million of 6.75% senior notes due 2019;
  -- $500 million of 7.75% senior unsecured notes due 2020;
  -- $500 million of 7.5% senior unsecured notes due 2022; and
  -- $500 million of private placement senior notes due 2024.

AMD's Recovery Ratings (RRs) reflect Fitch's belief that the
company would be reorganized as a going concern rather than
liquidated in a bankruptcy scenario.  To arrive at a going concern
value, Fitch believes AMD would: i) reorganize businesses serving
target markets (graphics chips and APUs), ii) wind down the legacy
PC business, and iii) sell the dense server business.

To reorganize the graphics business, Fitch starts with a $250
million post-restructuring operating EBITDA and applies a 5x
multiple (up from 4x due to positive product momentum and
separation from the legacy PC business) to arrive at a going
concern value of $1.25 billion.  Fitch assumes value for the
legacy-PC business is de minimis, given expectations that AMD
would contribute key IP to the graphics business.

Finally, Fitch assumes AMD sells the dense server business for
$250 million, which represents a discount to AMD's $300 million
purchase of SeaMicro in 2012.  Adding the $1.25 billion of going-
concern value for the graphics business and $250 million of
proceeds leaves $1.35 billion after subtracting 10% for
administrative claims.

The fully drawn RCF would likely recover 100%, given Fitch's
expectations for receivables levels at default, resulting in an
'RR1'.  The senior unsecured debt would recover $850 million, or
42%, equating to an 'RR4'.

Fitch upgraded AMD's ratings as follows:

  -- Long-term IDR to 'B-' from 'CCC';
  -- Senior secured RCF to 'BB-/RR1' from 'B/RR1';
  -- Senior unsecured debt to 'B-/RR4' from 'CCC/RR4'.


AFFINION GROUP: S&P Rates $775MM Sr. Secured First Lien Loan 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Affinion's outstanding
$775 million senior secured first-lien term loan B due 2018 its
'B' issue-level rating, with a recovery rating of '1', indicating
S&P's expectation for very high (90% to 100%) recovery for secured
lenders in the event of a payment default.

Additionally, S&P assigned the company's $425 million senior
secured second-lien term loan B due 2018 our 'CCC' issue-level
rating, with a recovery rating of '5', indicating S&P's
expectation for modest (10% to 30%) recovery for secured lenders
in the event of a payment default.

The 'CC' corporate credit rating and negative outlook reflect
S&P's expectation that if the company completes the pending
exchange transaction, it would view it as distressed and
tantamount to a default, given Affinion Group Holdings' large and,
in S&P's view, unsustainable debt burden.

In April 2014, the company offered to exchange up to $100 million
of Affinion Group Holdings' 13.75%/14.5% PIK toggle notes due 2018
at a rate of 100% of face value for common equity valued at $3.15
per share.  S&P's issue-level rating on the PIK toggle notes is
'CC', with a recovery rating of 6, reflecting its expectation for
negligible (0% to 10%) recovery for noteholders in the event of a
default.  Also, the company successfully amended and extended $775
million of its term loan facility to 2018, and put in place a $425
million second-lien term loan due 2018.  The company used the
proceeds from the second-lien term loan to repay its first-lien
term debt.  Upon completion of the subpar tender, S&P would lower
the corporate credit rating to 'SD' (selective default) and the
tendered debt issue-level ratings to 'D'.  As soon as possible
thereafter, S&P would reassess Affinion Group's post-transaction
capital structure.  If the company does not pursue or complete the
offer, S&P will likely raise the rating back to 'CCC+', the same
rating as before the announcement of the offer.

Preliminarily, S&P expects that in the event the tender offer is
completed, it would not raise the corporate credit rating higher
than the previous 'CCC+' level.  S&P acknowledges that the
transaction would decrease the total amount of debt outstanding,
push out intermediate-term maturities, and reduce cash interest
expense.  Pro forma debt to EBITDA would be 9.7x, with the
transaction completed.

However, S&P sees risks surrounding the company's ability to
reverse weak operating performance in light of pressure on its
domestic membership business from financial institution
reregulation.  S&P believes that viability questions would remain
with respect to the company's highly leveraged capital structure,
despite growth in its smaller loyalty products business and
international operations.


AGAPE SERVICES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Agape Services, Inc.
           aka Agape Child Placement
        P.O. Box 3319
        Monroe, NC 28111-3319

Case No.: 14-30964

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Hon. Craig Whitley

Debtor's Counsel: Bryan W. Stone, Esq.
                  ARNOLD & SMITH, PLLC
                  200 N. McDowell St.
                  Charlotte, NC 28204
                  Tel: (704) 370-2828
                  Fax: (704)370-2022
                  Email: bryan.stone@arnoldsmithlaw.com

Total Assets: $51,682

Total Liabilities: $2.76 million

The petition was signed by William J. Massey, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb14-30964.pdf


AINSWORTH LUMBER: Moody's Hikes Corporate Family Rating to B1
-------------------------------------------------------------
Moody's Investors Service upgraded Ainsworth Lumber Co. Ltd's
corporate family rating (CFR) to B1 from B2, probability of
default rating (PDR) to B1-PD from B2-PD, senior secured bond
rating to B1 from B2 and speculative grade liquidity rating to
SGL-2 from SGL-3. The rating upgrade reflects expectations of
continued strong financial performance as the company runs its
current low-cost mills near capacity and ramps up production at a
fourth mill (High Level, Alberta) as the US housing market returns
to trend levels over the next 2-3 years. The rating action
concludes a review for possible upgrade that was initiated on
September 5, 2013 following Louisiana-Pacific Corporation's (LP)
announcement that it planned to acquire Ainsworth. The acquisition
was terminated when the companies determined that the regulatory
approvals could not be obtained without divestitures significantly
beyond those contemplated in the arrangement agreement. The rating
outlook is stable.

Upgrades:

Issuer: Ainsworth Lumber Co. Ltd.

Probability of Default Rating, Upgraded to B1-PD from B2-PD

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

Corporate Family Rating, Upgraded to B1 from B2

Senior Secured Regular Bond/Debenture Dec 15, 2017, Upgraded to
B1 from B2

Senior Secured Regular Bond/Debenture Dec 15, 2017, Upgraded to a
range of LGD3, 45 % from a range of LGD4, 51 %

Outlook Actions:

Issuer: Ainsworth Lumber Co. Ltd.

Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

Ainsworth's B1 corporate family rating reflects the company's good
operating margin compared to peers, value-added product focus,
good fiber access and Moody's expectation of strong near term
cashflow generation. The rating is tempered by volatile financial
and operating performance, the company's relatively small size,
single product focus and geographic concentration with all of the
company's mills in Canada. Ainsworth's financial performance is
primarily influenced by oriented strandboard ("OSB") prices which
are strongly impacted by the pace of OSB operating capacity coming
back on-line as demand improves with the improvement in the US
housing market. The rating also reflects some support from 54%
owner Brookfield Capital Partners.

The SGL-2 speculative grade liquidity rating reflects the
company's good liquidity with a relatively strong cash position of
CND$115 million (net of restricted cash) and Moody's projected
cash generation of about $30 million over the next four quarters.
The company has modest debt maturities of approximately $10
million over the next four quarters (mainly equipment loans). Most
of the company's assets are encumbered and financial covenant
issues are not expected. The company does not have a bank
revolver.

The stable outlook reflects Moody's expectation that Ainsworth
will continue to generate strong operating performance over the
next 12-18 months. The company will benefit from the ramp up of
its High Level mill and improving housing starts. This is tempered
by Moody's uncertainty regarding the pace of idled industry
capacity being restarted over the next several years. An upgrade
may be considered if the company is able increase its geographic
or product diversity and sustain normalized RCF/TD and interest
coverage measures above 10% and 3x. The rating could be lowered if
it appears that the company's liquidity deteriorates significantly
or if normalized RCF/TD and interest coverage measures fall below
6% and 1.5x respectively.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in October
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.

Ainsworth, headquartered in Vancouver, British Columbia, Canada,
is a manufacturer and supplier of OSB (oriented strand board). The
company owns and operates four OSB manufacturing facilities in
Canada. Ainsworth has generated revenues of approximately CND$454
million over the past twelve months (March 2014). Ainsworth's
products are typically used in new home construction, repair and
remodeling and manufactured housing.


AINSWORTH LUMBER: S&P Raises CCR to 'B' on Improved Credit Metrics
------------------------------------------------------------------
Standard & Poor's Rating Services said it raised its long-term
corporate credit rating on Vancouver-based oriented strand board
(OSB) manufacturer Ainsworth Lumber Co. Ltd. to 'B' from 'B-'.
The outlook is stable.

At the same time, Standard & Poor's raised its issue-level rating
on the company's US$315 million senior secured notes one notch to
'BB-' from 'B+'.  The recovery rating on the notes is unchanged at
'1', indicating S&P's expectation of very high (90%-100%) recovery
in a default scenario.  Standard & Poor's removed the ratings from
CreditWatch with positive implications, where they were placed
Sept. 5, 2013, following a bid by Louisiana-Pacific Corp. to
acquire the company, which was ultimately unsuccessful.

"The upgrade reflects our view of improvement in Ainsworth's
financial risk profile stemming from its operating performance and
voluntary debt prepayments," said Standard & Poor's credit analyst
Rahul Arora.  This has resulted in improved credit protection
measures, including adjusted debt-to-EBITDA of 4.4x and funds from
operations (FFO) to debt of 14% for the 12 months ended March 31,
2014.  S&P believes the company will sustain metrics on the
stronger side of its "highly leveraged" indicative financial
ratios over its rating horizon.

The company is a single-product manufacturer of commodity OSB
panels resulting in substantial exposure to the cyclical U.S.
housing construction market.  Ainsworth's assets are moderately
diversified, in S&P's view, with four large mills operating.  It
restarted its High Level, Alta., mill in third-quarter 2013.

Although the company exports a small amount of panels (about 15%
of 2013 shipments) to Asian markets and offers value-added
products, S&P believes Ainsworth has limited product diversity
because it primarily sells commodity OSB product to the North
American market.  In S&P's view, the long-term fundamentals for
North American housing construction are favorable, and S&P
observed a significant rebound in housing construction in the past
two years.  S&P estimates that 100,000 housing starts consume
about 1 billion square feet of OSB.  Standard & Poor's expects
U.S. housing starts to rise 17% through 2014 to about 1.08
million, increasing further to 1.30 million in 2015.  Although
these estimates are below historical averages of approximately 1.5
million starts annually, the near-term increases have boosted
demand for OSB products in an otherwise balanced market.  About
10% of OSB industry capacity remains curtailed, but S&P believes
there is considerable unused capacity from recently restarted
mills in the industry.  S&P expects this capacity will keep prices
from moving up appreciably through 2014.

The stable outlook reflects S&P's view that credit metrics will,
on average, remain on the stronger end of what it considers highly
leveraged during its outlook horizon.  S&P expects volatile
earnings to result in credit metrics that are at times strong or
weaker for the ratings due to above-average or below-average
commodity OSB prices.

S&P could raise the ratings if the company uses free operating
cash flows to prepay debt resulting EBITDA interest coverage
greater than 6x and debt-to-EBITDA below 3x.

S&P could lower the ratings if EBITDA interest coverage falls
below 2x during its rating horizon.


AKORN INC: Moody's Confirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service confirmed the ratings of Akorn, Inc.,
including the B1 Corporate Family Rating and B1-PD Probability of
Default Rating. Moody's also confirmed the B1 rating on the senior
secured term loan, which is being increased by $445 million to
fund the pending acquisition of VersaPharm Incorporated for $440
million in cash. Moody's affirmed Akorn's SGL-2 Speculative Grade
Liquidity Rating, reflecting the rating agency's expectation for
good liquidity. The outlook is stable.

Ratings Confirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured term loan rating (including incremental portion) at
B1 (LGD 4, 50%)

Rating Affirmed:

Speculative Grade Liquidity Rating, SGL-2

The outlook is stable.

Ratings Rationale

The confirmation of the ratings reflects Moody's view that the
increased debt and integration risk from the VersaPharm
acquisition is mitigated by benefits of the acquisition, including
improved scale, diversity, growth potential and cash generation.
Further, while the VersaPharm acquisition comes very soon after
the close of the Hi-Tech acquisition, Moody's believes Akorn
remains committed to deleveraging through debt repayment and
growth in EBITDA.

The B1 rating is constrained by Akorn's small size, even after the
Hi-Tech and VersaPharm acquisitions, and its niche position in the
highly competitive generic drug industry where it competes against
significantly larger companies. The rating is also constrained by
risks associated with the injectable drugs business - namely the
risk of manufacturing or supply disruptions and regulatory risk.
Further, the B1 reflects Akorn's high debt to EBITDA post the Hi-
Tech and VersaPharm acquisitions. Moody's estimates pro forma debt
to EBITDA of approximately 4.9x (excluding any future synergies).
Given the rapidly consolidating generic drug industry, there is
risk that Akorn continues to be acquisitive, which could delay the
company's deleveraging plans.

The B1 rating is supported by Akorn's good diversity by product
and dosage form, many of which have high barriers to entry versus
typical oral solid generic drugs, which should lend some stability
to key product franchises. The rating is also supported by Moody's
expectation that the company will rapidly delever due to EBITDA
growth and will use free cash flow to repay debt. EBITDA growth
should be driven by the company's solid pipeline of new product
launches which will offset potential near-term declines in
Nembutal -- currently one of the company's largest products.

The ratings could be upgraded if Akorn successfully integrates Hi-
Tech and VersaPharm, expands its scale through organic growth and
product acquisitions, and uses free cash flow to repay debt such
that Moody's expects adjusted debt to EBITDA to be sustained below
3.5 times and free cash flow to debt above 10%.

Moody's could downgrade the ratings if operating disruption occurs
as a result of the integration of Hi-Tech or VersaPharm, or
regulatory/manufacturing/supply chain issues such that adjusted
debt to EBITDA is expected to be sustained above 4.5 times.
Meaningful sized acquisitions or share repurchases that slow the
company's deleveraging could also lead to a downgrade. Further,
any material deterioration in liquidity or significantly higher
than expected capital expenditures such that free cash flow is
expected to be negative could also result in a downgrade.

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

Akorn, Inc. ("Akorn": NASDAQ: AKRX), headquartered in Lake Forest,
IL, is a specialty generic pharmaceutical manufacturer. The
company focuses on generic drugs in alternate dosage forms such as
ophthalmic drugs, injectable drugs for use in hospitals and others
such generic drugs in liquid, semi-solid, topical and nasal spray
dosage forms. In April 2014 Akorn acquired Hi-Tech Pharmacal and
is also in the process of acquiring VersaPharm, which sells
dermatology, tuberculosis and other generic drugs. The combined
company will generate revenue nearing $700 million.


ALFRED FUELING: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service Inc. assigned a B2 corporate family and
B2-PD probability of default ratings to Alfred Fueling Systems
Inc., also known as Wayne Fueling Systems. Moody's assigned B1
ratings to the proposed $75 million revolving credit facility and
$285 million term loan, both with first liens on the company's
assets, as well as Caa1 ratings to proposed $100 million second
lien term loan. The ratings outlook is stable.

Corporate Family Rating: assigned B2

Probability of Default: Assigned B2-PD

$75 million revolving credit facility: Assigned B1-LGD3/38%

$285 million first lien term loan: Assigned B1-LGD3/38%

$100 million second lien term loan: Assigned Caa1-LGD5/87%

Rating outlook: stable

Ratings Rationale

The company's leading market share in the mature global fuel
dispenser market and Moody's expectation for consistent free cash
flow offset the company's high initial adjusted debt leverage of
just over 6.0x, leading to the B2 corporate family rating. Moody's
expects the combination of revenue growth and debt reduction will
lower leverage below 6.0x and free cash flow to adjusted debt to
around 5% by year end 2014. The large installed base of fueling
stations provides aftermarket opportunities as well as strong
brand recognition when fueling station owners need to select new
pumps. Wayne distributors are exclusive, further protecting the
company's share. Payment security regulation and innovation,
emerging market vehicular use growth, and meter accuracy
degradation drive demand for new equipment. Wayne is also
expanding sales of complementary equipment, including control
systems for the fueling stations. A sharp economic slowdown, would
lower equipment sales as owners delay replacing older equipment
and the growth in driving slows. Profitability would be
particularly hurt if the impacted market was the US where margins
are higher than outside the US. Riverstone is contributing only
about 25% equity for the purchase of Wayne, resulting in a
relatively high share of debt in the capital structure. Moody's
recognizes the substantial gap between EBITDA calculated from the
audited financials and the company's stand-alone expectation.

Liquidity is good as Moody's expects the company to generate
steady free cash flow and the first lien covenants will be set
with ample room. Moody's expects the revolver to remain undrawn
under normal environments. The sizable offshore operations, which
are not guarantors under the credit facilities, provide assets
which can be sold to increase liquidity, though customer service
would be adversely impacted by a sale of these assets.

The stable rating outlook reflects Moody's expectation for 2-3%
annual revenue growth and very modest margin expansion leading to
higher operating earnings which, coupled with debt reduction, will
lead to sub-6.0x adjusted EBITDA leverage. The outlook is
predicated on the company's estimated stand-alone cost structure
is proven accurate.

Failure to reduce leverage below 6.0x by mid 2015, free cash flow
approaching $0, or EBITDA-capex interest coverage declining close
to 1.0x could likely lead to lower ratings. The rating would
likely come under pressure if the company's stand-alone costs
prove to be materially higher than expected. Free cash flow to
adjusted debt reaching 10%, leverage approaching 4.0x, and EBITDA
margins reaching 15% could lead to higher ratings.

The principal methodology used in these ratings was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Austin, TX headquartered Wayne Fuel Systems LLC, subsidiary of
borrower Alfred Fueling Systems, Inc., markets, manufactures, and
distributes fuel dispensing equipment, including gasoline, natural
gas, and diesel pumps used in retail and commercial facilities.
The company also designs and markets control and payment systems
used in the facilities. Wayne operates on a global scale with four
primary facilities which cover all major markets. Revenue in the
year ending December 31, 2013 was about $530 million. Riverstone,
a private equity firm focused on energy investments, is purchasing
Wayne from General Electric Corp.


ALFRED FUELING: S&P Assigns 'B' Corp. Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Alfred Fueling Systems Holdco Ltd.,
which is doing business as Wayne Fueling Systems LLC.  The outlook
is stable.

At the same time, S&P assigned its 'B' issue rating and '3'
recovery rating to Alfred Fueling Systems Intermediate HoldCo Ltd.
and Alfred Fueling Systems Inc.'s proposed $360 million senior
secured first-lien credit facilities.  The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%) in a
payment default scenario.  The credit facilities include a $75
million revolver due 2019, which will be undrawn at closing, and a
$285 million term loan due 2021.

S&P also assigned its 'B-' issue rating and '5' recovery rating to
the subsidiary borrowers' proposed $100 million senior secured
second-lien term loan due 2022.  The '5' recovery rating indicates
S&P's expectation for modest recovery (10%-30%) in a payment
default scenario.  The company will use the loan proceeds from the
new bank debt along with equity contributions from the new sponsor
to fund the acquisition.

Wayne operates in the niche and relatively small global fuel
equipment industry, and it is exposed to somewhat cyclical end-
markets and has limited product diversity.  These factors are
partly offset by Wayne's large installed base, good geographic
diversity, somewhat moderate proportion of aftermarket revenues,
and strong brand recognition.  Wayne is a supplier of fuel
dispensers, payment devices, forecourt systems, and other
peripheral equipment to the retail and commercial fueling
industry.

As one of the two major players in a concentrated industry, S&P
expects Wayne to maintain its strong market position in domestic
international markets, particularly in North and Latin America.
Moreover, the company generates roughly 50% of revenues outside of
North America.  S&P believes the company's growth will primarily
come from its planned expansion into less penetrated regional
markets.

Demand from end-markets tends to be somewhat cyclical, but S&P
expects the company to continue benefitting from a moderate
proportion of sales from relatively stable aftermarket revenues.
In addition, Wayne should continue reaping the benefits from its
recent product innovations and the restructuring of its facilities
and businesses, which have served to streamline its operations.
S&P forecasts relatively stable operating margins over the next
12-18 months.  S&P assess the company's business risk profile as
"weak."

"The stable outlook reflects our expectation that Wayne's good
position in markets, product innovation, and expanding
international presence will support moderate top-line and margin
growth," said Standard & Poor's credit analyst John Sico.

S&P believes that the company will gradually reduce debt but that
debt to EBITDA will likely remain above 5x but below 6x during the
next 12-18 months.

S&P could lower the rating if the company's operating performance
weakens and causes leverage to exceed 6x for an extended period,
and it expects continued weakened operating performance going
forward.  S&P could also lower the rating if the company is unable
to generate moderate free cash flow and liquidity becomes
constrained.

Although unlikely in the near term, S&P could raise the rating if
the company improves its credit metrics, such that leverage
decreases to the 4x-5x range, and S&P expects Wayne to sustain the
improvement.  For an upgrade to occur, S&P would also need to
believe that the company would adhere to a financial policy that
is consistent with maintaining these metrics.


ALICEVILLE GOVERNMENTAL: S&P Retains 'CCC' Rating on Watch Dev.
---------------------------------------------------------------
Standard & Poor's Ratings Services said the 'CCC' rating on
Aliceville Governmental Utilities Services Corp. (GUSC), Ala.'s
series 2011 bonds remains on CreditWatch with developing
implications.

S&P is keeping the rating on CreditWatch due to the ongoing rate
dispute between GUSC and the Federal Bureau of Prisons (FBOP) over
a prison facility in Aliceville.  The rating has been on
CreditWatch since Feb. 26, 2014.  The CreditWatch status reflects
the possibility that there is still time for the dispute to be
resolved before Aug. 1, 2014, not only to meet the next scheduled
payment but also to replenish the bond's debt service reserve fund
(DSRF) to the level in its covenant.  The GUSC has approximately
$9.18 million in outstanding revenue bonds related to the FBOP
project.

"Because discussions are ongoing, we expect to monitor the
progress over the next three months," said Standard & Poor's
credit analyst Theodore Chapman.

"While we do not anticipate an immediate return to investment
grade, the rating could still go up should resolution be prompt
and definitive to restore GUSC's cash flow consistently to levels
sufficient to meet all obligations and replenish the DSRF," said
Mr. Chapman.  Further lack of clarity on GUSC's operating
revenues, including lack of resolution to the rate dispute as well
as the risk that any resolution might not come until the next
federal fiscal year (Oct. 1, 2014, or later, which is after the
GUSC's next debt service payment date) would likely cause the
rating to be lowered to no better than 'CC'.

The current 'CCC' rating reflects two draws on the DSRF since
August 2013 to make the semiannual debt service payments on the
bonds.  The rating also indicates that there may not be sufficient
pledged revenues on hand with the trustee for the Aug. 1, 2014,
principal and interest payment of $1.01 million.  The rate dispute
resulted from a delay in meeting the projected occupancy level at
FBOP's Aliceville facility.


ALLIED INDUSTRIES: Case Converted to Chapter 7 Liquidation
----------------------------------------------------------
Judge Maureen Tighe has converted Allied Industries, Inc.'s
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code
effective on May 15, 2014.  The order was entered May 12.

Judge Tighe had authorized Allied Industries to continue to use
cash collateral of secured creditor California United Bank through
July 31, 2014.  The cash collateral order was dated April 25.

In its cash collateral motion, the Debtor asserts that its hard
work has paid off -- citing that insurance sales are increasing,
new contracts for Southern California Gas Company are right on
track, and the pipeline of new commercial projects has already
exceeded $1 million.  Revenue growth in the three income streams,
the Debtor avers, will collectively generate the profit and cash
flow necessary to fund a plan of reorganization.

The Debtor believes it is in a position to seek authorization for
final use of cash collateral.  California United Bank likely
disagrees, as may many creditors, the Debtor says.  As a fair
compromise, the Debtor seeks an additional 90 days so that it can
improve its profitability to the Bank and make all creditors
comfortable with its reorganization.

As adequate protection for any diminution in value of the Secured
Creditor's interest in the Cash Collateral, the Secured Creditor
is granted a replacement lien on all of the Debtor's postpetition
assets that the Secured Creditor held a valid and perfected lien
as of the Petition Date.  If the adequate protection granted is
insufficient to satisfy in full the Cash Collateral Claim, then
the Secured Creditor will be granted an allowed superpriority
administrative claim under Bankruptcy Code Section 503(b) in the
amount of any insufficiency.

As adequate protection payments to CUB for the duration of the
bankruptcy case and until a plan of reorganization is confirmed,
the Debtor will make monthly payments in the amount of $13,000,
which approximates the monthly interest charges incurred on the
CUB Loan Agreements.  Further, the Debtor will pay CUB 25% of the
amounts collected by the Debtor from its accounts receivable after
the Debtor pays the Administrative Expenses incurred to collect
accounts receivables.

                     About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and scheduled
liabilities of $7,457,365.

The Debtor has tapped Dheeraj K. Singhal, Esq., and Dixon L.
Gardner, Esq. at DCDM Law Group, P.C., as counsel, the Capital
Turnaround Group, Inc., as turnaround consultant, and Glenn M.
Gelman & Associates as accountants.  Desmond, Marcello & Amster is
business valuation appraiser to the Debtor and RLS, Inc., dba
Hjelmstrom & Associates, is its assets appraiser.

The Official Committee of Unsecured Creditors has retained
Pachulski Stang Ziehl & Jones LLP as counsel and CohnReznick LLP
as financial advisor.

California United Bank is the Debtor's secured creditor.  It is
represented by Russell H. Rapoport, Esq. and Alan M. Mirman, Esq.,
of Mirman, Bubman & Nahmias, LLP, of Woodland Hills, California.


ANESTHESIA HEALTHCARE: Cases to be Jointly Administered
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
issued an order that the Chapter 11 cases of Anesthesia Healthcare
Partners, Inc., and its affiliates be jointly administered under
the case name In re Anesthesia Healthcare Partners, Inc., Case No.
14-59631.

The jointly administrative cases include AHP Associates of Texas,
P.A. (14-59632); AHP of Central Georgia, P.C.
(14-59633); AHP of Illinois, Inc. (14-59634); AHP of North
Carolina, Inc. (14-59635); AHP of Northwestern Louisiana, LLC (14-
59636); AHPM of Georgia, Inc. (14-59637); Anesthesia Healthcare
Partners of Florida, Inc. (14-59639); HBL Anesthesia Service, LLC
(14-59640); Medfinancial, LLC (14-59641).

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

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


ANESTHESIA HEALTHCARE: SunTrust Bank Objects to DIP Financing
-------------------------------------------------------------
SunTrust Bank as a creditor in the Chapter 11 cases of Anesthesia
Healthcare Partners, Inc., objects to the Debtors' DIP Financing
Motion.

Jesse H. Austin, III. Esq., of King & Spalding LLP, representing
SunTrust, relates that the bank objects to the terms of the DIP
Loan to the extent that such financing is obtained from the
Debtors' CEO and principal shareholder, Sean Lynch, and primes
SunTrust's senior perfected security interests.  The proposed DIP
Loan fails to provide SunTrust with adequate protection and, as a
result, effectively transfers the risk of a failed reorganization
to SunTrust.  Any benefits from post-petition financing needed to
preserve the Debtors' going concern value flows solely to the
Debtors' principals and shareholders (i.e., Lynch).  As a result,
if post-petition financing is necessary it should be provided
subordinate to SunTrust's claims, liens and interests and clearly
should not be paid back before SunTrust's claims are paid.

Mr. Austin notes that all of the Debtors' assets are fully
encumbered by SunTrust's liens and claims; there are no
unencumbered assets. SunTrust agrees and stipulates that its loans
are secured.  However, the adequate protection the Debtors propose
granting to SunTrust does not "effectively compensate the secured
creditor for loss of value caused by the superpriority given to
the post-petition loan" because it effectively transfers the risk
of reorganizing these Debtors to SunTrust, rather than Mr. Lynch,
the sole alleged equity holder of the Debtors.

These Debtors chose to file their Chapter 11 cases without
notifying or discussing the bankruptcy filing with SunTrust.  It
was only on Monday, May 19, 2014 -- 4 days after the Chapter 11
cases were initiated -- that SunTrust's counsel was advised of the
filings.  Now, with less than 24 hours' notice, the Debtors seek
to obtain post-petition financing from Mr. Lynch, their CEO and
primary shareholder, on a priming bases with no showing of need or
adequate protection to SunTrust's interests.

Mr. Austin contends that the Debtors are transferring the risk of
a failed reorganization to SunTrust.  "That is clearly the
situation here where pre-bankruptcy efforts by the Debtors to
complete a sale of their businesses to preserve value for equity
holders were unsuccessful.  If Lynch believes in the prospect of
the Debtors reorganizing and wishes to provide post-petition
financing to the Debtors, he should bear the risk of a failed
reorganization effort and any such financing should be junior to
any liens, claims and interests of the Lender, should be
unsecured, should not be repaid before SunTrust's claims are paid,
and should, at best, only have administrative priority status
under Section 364(c) of the Bankruptcy Code," he said.

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

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



ANESTHESIA HEALTHCARE: Has Interim OK to Use Cash Collateral
------------------------------------------------------------
The Bankruptcy Court has authorized Anesthesia Healthcare
Partners, Inc., on an interim basis, to use the cash collateral of
its lenders and SunTrust Bank, as administrative agent, in the
amounts set forth in a budget.

Unless the Lender agree in writing, the amount of Cash Collateral
which the Debtors may use pursuant to the Interim Order will not
exceed each line item set forth in the Budget.  The Debtors may
not use Cash Collateral to pay rent to G&S Duluth Holdings and SML
Holdings; professional fees of Mills & Hoopes; Tax Distribution;
and Professional fees of Ted Stapleton.

The Lender is granted the following adequate protection for any
diminution in the value of its interests in the Pre-Petition
Collateral:

     a. the Lender is granted the Replacement Liens;

     b. If the Replacement Liens and adequate protection
        payments are insufficient to provide adequate
        protection for the Lender, the Lender is granted
        allowed superpriority claims against the Debtors'
        estates, and will at all times be senior to the rights
        of each Debtor, and any successor trustee or any
        creditor, in the Chapter 11 Cases or any subsequent
        proceedings under the Bankruptcy Code.

     c. As additional adequate protection, the Debtors are
        authorized to pay the Lender in an amount equal to all
        post-petition interest accruing after the Filing Date
        with respect to the Pre-Petition Obligations, with
        interest to be calculated at the non-default contract
        rate of 6.5% set forth in the Pre-Petition Loan
        Agreement.

     d. As additional adequate protection, the Debtors are
        authorized to pay the reasonable post-petition out-
        of-pocket costs and expenses incurred by Lender in
        accordance with the terms of the Pre-Petition Loan
        Agreement.

The Final Hearing to consider entry of the Final Order and final
approval of the Debtors' use of Lender's Cash Collateral is
scheduled for June 5, 2014 at 1:00 p.m.

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

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


ANESTHESIA HEALTHCARE: Sec. 341 Meeting Scheduled for June 23
-------------------------------------------------------------
Guy G. Gerbhardt, the acting U.S. Trustee, will convene a
meeting of creditors of The Budd Company, Inc., on June 23, 2014,
at 10:00 a.m.

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

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

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

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


ARK STAR: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Ark Star LLC
        16801 Addison Road, Suite 124
        Addison, TX 75001

Case No.: 14-32709

Chapter 11 Petition Date: June 2, 2014

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

Judge: Hon. Harlin DeWayne Hale

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jonathan Drew Kreyling, manager.

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


ATP OIL: June 18 Hearing to Consider Approval of Plan & Outline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
hold on June 18, 2014, at 1:30 p.m., a combined hearing to
consider the approval of ATP Oil & Gas Corporation's disclosure
statement and the confirmation of its plan of liquidation.

The hearing was initially set for June 19, 2014, at 1:30 p.m.

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

            http://bankrupt.com/misc/ATPOIL_3097_ds.pdf

As reported by the Troubled Company Reporter on May 22, 2014, the
Debtor's Plan proposes to transfer of all the bankrupt company's
assets into a liquidating trust and the complete liquidation of
those assets by a liquidating trustee.  All classes of claims
under the Plan are impaired.  Following the transfers, the Debtor
will be deemed dissolved.  The Plan was filed in accordance with
the May 12 deadline given by Bankruptcy Judge Marvin Isgur who
previously threatened to convert the Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code if the deadlines he set were not
satisfied.  A full-text copy of the Plan dated May 12, 2014, is
available for free at: http://bankrupt.com/misc/ATPOILplan0512.pdf

                          About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


BAY CONDOS: Tenant Keeps Possession If Lease Sold 'Free and Clear'
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge J. Paul Oetken, in a May 28
opinion, reconciled "two seemingly conflicting provisions of the
Bankruptcy Code," Sections 363(f) and 363(h).

According to the report, in a case involving a company in Chapter
11 that owned a commercial condominium unit, which was sold under
a Chapter 11 plan free and clear of the tenant's lease, Judge
Oetken parsed each of the five subsections in (f) and found that
none of them allows selling property free and clear of a lease.
Therefore, (f) isn't at odds with (h) because (f) doesn't permit
sale free of a lease, the report said.  Consequently, (h)
controls, giving the tenant the right to continued possession, the
report related.

The case is Dishi & Sons v. Bay Condos LLC, 13-cv-08300, U.S.
District Court, Southern District of New York (Manhattan).

The Chapter 11 case is In re Bay Condos, LLC, Case No. 11-15844
(Bankr. S.D.N.Y.).  The Debtor's counsel is Anthony J. Gallo,
Esq., at Gallo & Associates, PLLC, in Plainview, New York.


BECKMAN COULTER: Fitch Affirms 'BB' Rating on $81MM Class A Debt
----------------------------------------------------------------
Fitch Ratings affirms the rated class of Beckman Coulter, Inc.,
series BC 2000-A.

KEY RATINGS DRIVERS

The affirmation is the result of stable performance of the two
collateral properties as well as the credit worthiness of the
tenant.  The sole tenant at both properties, Danaher Corporation,
is an investment grade-rated entity that operates five distinct
business segments which specialize in the manufacturing, design,
and marketing of products and services focused in the life
sciences industry.

RATINGS SENSITIVITY

The Stable Outlook reflects increasing credit enhancement in
association with loan amortization. In addition, Danaher
Corporation continues to use both facilities as business critical
locations.  The company has added staffers to these locations
steadily since 2012.  The lease payments cover the debt service
for the life of the transaction and credit enhancement will
continue to increase due to loan amortization.

The loans are secured by two single-tenant office/research and
development facilities, located in Brea, CA and Miami, FL,
comprising a total of approximately 1.1 million square feet.  Each
property is subject to a triple net lease in which the tenant is
obligated to remit rental payments at a rate reflecting an amount
equal to the loan's principal and interest payments.  The leases
expire within one month of the loan's maturity date of June 30,
2018.  Assuming no defaults or prepayments, the combined balance
of the loans at maturity is expected to be approximately
$53.1 million ($46 per square foot).

The loan remains current on its principal and interest payments.
As part of its analysis, Fitch took the current in-place rents
with an adjustment for market vacancy, management fees, and
assumed capital expenditures and leasing costs in order to derive
a normalized operating cash flow.  The resulting stressed debt
service coverage ratio, which gives credit for amortization and is
based upon Fitch's stressed cash flow and a debt service constant
of 9.66%, is 1.55 times (x).

As of the May 2014 distribution date, the pool's aggregate
certificate balance has decreased 25.3% to $81.9 million from
$109.7 million at issuance.  The loans mature Nov. 15, 2018 and
have a weighted-average coupon of 7.5%.

Fitch has affirmed the following rating:

  -- $81.9 million class A at 'BBsf'; Outlook Stable.


BETO'S COLLISION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Beto's Collision, Inc.
           dba Body Tec Collision Center
        10219 Culebra Rd.
        San Antonio, TX 78251

Case No.: 14-51427

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Ronald B. King

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: wrdavis@langleybanack.com

Total Assets: $2.04 million

Total Liabilities: $2.69 million

The petition was signed by Humberto R. Ramirez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-51427.pdf


BON-TON STORES: Files 2013 Conflict Minerals Report
---------------------------------------------------
The Bon-Ton Stores, Inc., filed with the U.S. Securities and
Exchange Commission a Conflict Minerals Report for the calendar
year ended Dec. 31, 2013.

The SEC, in August 2012, adopted a rule mandated by the Dodd-Frank
Wall Street Reform and Consumer Protection Act to require
companies to publicly disclose their use of conflict minerals that
originated in the Democratic Republic of the Congo (DRC) or an
adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

A full-text copy of the Conflict Minerals Report is available for
free at http://is.gd/GUUyak

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Bon-Ton reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.55 million for the year
ended Feb. 2, 2013, and a net loss of $12.12 million for the year
ended Jan. 28, 2012.  As of Feb. 1, 2014, the Company had $1.57
billion in total assets, $1.44 billion in total liabilities and
$127.95 million in total shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BROOKSTONE INC: Sailing Capital Selected as Winning Bidder
----------------------------------------------------------
Innovative product development company and multi-channel retailer
Brookstone, Inc. on June 3 disclosed that Sailing Innovation (US)
Inc., a consortium led by Sailing Capital Overseas Investment
Fund, LP, along with a financing commitment from GE Capital, has
been selected as the winning bidder at the Company's June 2
auction for a final purchase price of $135.7 million, net of cash
and assumed liabilities.  The sale is subject to bankruptcy court
approval and is expected to close by early July 2014.  Under
Sailing, Brookstone will continue to operate as a stand-alone
company and brand.

Jim Speltz, President and Chief Executive Officer of Brookstone
said, "This is a very exciting day for Brookstone.  We were
looking for a strong strategic partner who shares our vision and
passion for Brookstone's next phase of growth.  We have found
these qualities in Sailing and are thrilled about the opportunity
to begin leveraging the resources of their global partners,
including Sanpower Group in China.  We will emerge from Chapter 11
as a healthy company with a bright future, and look forward to
servicing our customers for years to come."

James Liu, President and CEO of Sailing Capital Advisors (Hong
Kong) Limited, stated, "Brookstone is an icon of American
innovation.  Sailing is keen to retain and build upon the strong
brand equity of Brookstone to reignite its historical roots in
delighting and exciting customers with unique and innovative
products.  We are committed to strengthen Brookstone's operations
in the U.S.  To this end, we will work with Brookstone's
management and team to enhance R&D capabilities, blaze new trails
with cutting-edge products, rejuvenate its stores and motivate the
sales team."

"There remains a great thirst all around the world for what
Brookstone can offer," said Mr. Liu, "we will also expand
Brookstone's footprint beyond the US.  As part of this strategy,
our partner, Sanpower Group, will assist Brookstone in penetrating
the fast-growing China market as well as establishing a presence
in the UK.  We believe the opportunities ahead for Brookstone are
simply immense."

Brookstone's legal advisor for the restructuring is K&L Gates LLP
and its financial advisor is Deloitte CRG.  Jefferies LLC is the
Company's investment banker, and has provided advice on the
restructuring and sale of the Company.  The legal advisor to
Sailing is Gibson Dunn & Crutcher and the financial advisor is
Houlihan Lokey.

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top
retail centers and 47 are located in airports.  Brookstone
also operates an e-commerce business that includes the Brookstone
catalog and http://www.Brookstone.com/

An affiliate of Spencer Spirit Holdings Inc., the parent of gift-
shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent
higher and better offers from other parties.  As of Dec. 31, 2013,
Spencer operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on
a revolver, $12.3 million on a term loan and $4.7 million on
account of letters of credit), and $137.3 million to holders of
junior notes.  The Debtors estimate that their unsecured debt is
between $75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels,
under the Brookstone brand with current employees remaining at
their respective locations.

The Debtors have tapped K&L Gates LLP and Landis Rath & Cobb LLP
as attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders are represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.


C&K MARKET: Faces Dismissal If Plan Is Not Approved by June 25
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that C&K Market Inc. will be facing dismissal or
conversion to liquidation under Chapter 7 if the bankruptcy judge
in Eugene, Oregon, does not confirm the grocery store operator's
reorganization plan at the June 25 confirmation hearing.

C&K Market has obtained approval of the disclosure statement
explaining its Plan, which has the support of the official
committee representing unsecured creditors.  The Plan requires new
financing to pay off a $25 million loan owing to U.S. Bank NA, the
current secured lender and would give common stock and preferred
stock to unsecured creditors with an estimated $60 million in
claims, the Bloomberg report related.  Unsecured creditors
individually owed $10,000 or less will be paid 80 percent in cash,
the Bloomberg report added.

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


CARROS UK HOLDCO: S&P Assigns 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Moorpark, Ca.-based sensing and control
components manufacturer Carros UK Holdco Ltd.  The outlook is
stable.

At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to the company's proposed $545 million first-lien
senior secured credit facilities, which comprise a $470 million
senior secured first-lien term loan and a $75 million revolver.
The '2' recovery rating indicates our expectation that lenders
would receive substantial recovery (70%-90%) in the event of a
payment default.

S&P also assigned its 'B-' issue-level rating and '5' recovery
rating to the company's proposed $120 million second-lien term
loan.  The '5' recovery rating indicates S&P's expectation that
lenders would receive modest recovery (10%-30%) in the event of
payment default.

Carros Finance Luxembourg S.a.r.l. and Carros US LLC are
coborrowers of the first- and second-lien facilities.

S&P's rating on Carros reflects the company's pro forma leverage
of about 5x, its cyclical and competitive end markets and its
lagging market positions in certain segments.  These risk factors
are somewhat offset by the company's end-market diversification,
long-standing customer relationships, and low capital expenditure
requirements, which should support free cash flow generation.

Carros provides sensing and control components to a variety of
industrial, aerospace and defense, and transportation markets.
S&P expects revenues and earnings to be volatile over the business
cycle, partly because orders from original equipment manufacturers
can experience significant peak-to-trough variations.  However,
the company's products' specification into multiyear platforms
results in high customer switching costs, which provides some
competitive advantage.  S&P assess Carros' business risk profile
as "weak."

The stable outlook reflects S&P's expectation that generally
positive trends in industrial, aerospace and defense, and
transportation markets will support the company's gradual top-line
growth and stable margins.  The stable outlook also reflects S&P's
expectation that the company will transition smoothly to a stand-
alone entity.  "In an industry downturn, we do not expect leverage
to deteriorate to more than 6x and FFO to debt to decline
significantly below 10% for a sustained period, at the current
rating," said Standard & Poor's credit analyst Svetlana Olsha.

S&P could lower the rating if weaker-than-expected market demand
or operational issues cause the company's revenues to contract and
its margins to deteriorate toward the mid-teen area, resulting in
leverage increasing to and remaining higher than 6x.  S&P could
also lower the rating if free cash flow declines significantly and
liquidity becomes constrained.

S&P could raise the rating if Carros improves its credit metrics
so that leverage approaches 4x or better and S&P expects the
company to sustain the improvement.  S&P believes the company
could achieve this through revenue growth, stable operating
margins, and sizeable debt reduction using free cash flow.  For an
upgrade, S&P would also need to believe the company would adhere
to a less aggressive financial policy.


CASTLE CHEESE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Castle Cheese Co.
        2850 Perry Highway
        Slippery Rock, PA 16057

Case No.: 14-22214

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Hon. Gregory L. Taddonio

Debtor's Counsel: Robert S. Bernstein, Esq.
                  BERNSTEIN-BURKLEY, P.C.
                  2200 Gulf Tower
                  Pittsburgh, PA 15219
                  Tel: 412-456-8101
                  Fax: 412-456-8135
                  Email: rbernstein@bernsteinlaw.com

                    - and -

                  Allison L. Carr, Esq.
                  BERNSTEIN-BURKLEY, PC
                  Gulf Tower, Suite 2200
                  707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: 412-456-8100
                  Fax: 412-456-8135
                  Email: acarr@bernsteinlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George L. Myrter, president/CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb14-22214.pdf


CELL THERAPEUTICS: To Change Name to CTI BioPharma Corp.
--------------------------------------------------------
Cell Therapeutics, Inc., said it will change its corporate name to
CTI BioPharma Corp. effective May 30, 2014.  The Company's common
stock will continue to trade under its current ticker symbol:
"CTIC."

"The rebranding from Cell Therapeutics to CTI BioPharma comes at a
defining moment in our company's history and better reflects who
we are today and our aspirations for becoming a leader in
developing therapies for patients with blood-related cancers,"
said James A. Bianco, M.D., president and CEO of CTI BioPharma.
"From the beginning, CTI has looked at potential therapies from
the patient's perspective to address both the clinical need and
the impact treatment can have on a patient's life.  This inspires
everything we do and is evident in the drug candidates we are
currently pursuing and those we'll look to acquire.  Currently, we
have a growing commercial presence in Europe for PIXUVRI(R)
(pixantrone) for patients with relapsed aggressive B-cell non-
Hodgkin lymphoma, and a promising late-stage pipeline that
includes a Phase 3 program for pacritinib, a novel JAK2/FLT3
inhibitor, for patients with myelofibrosis."

The change of the Company's name will entail, effective May 30,
2014, a change in the CUSIP code associated with CTI shares from
150934883 to 12648L 106, together with a change in the ISIN code
associated with CTI shares from US1509348835 to US12648L1061.  No
action is required by shareholders with respect to this change.

CTI will change its corporate Web site from
www.celltherapeutics.com to www.ctibiopharma.com.

The Company will amend its bylaws and file an amendment to CTI's
articles of incorporation to reflect the change of the name with
the Secretary of State of the State of Washington.  CTI will file
a Current Report on Form 8-K, including a copy of the aforesaid
amendments to its articles of incorporation and bylaws, with the
U.S. Securities and Exchange Commission and the offices of CTI's
Italian branch.

On May 28, 2014, the Board of Directors of CTI BioPharma approved
a new form of indemnification agreement to be entered into with
its current and future directors and officers.  The Agreement is
intended to replace any existing indemnification agreements
previously entered into with the Company's officers and directors.
The Agreement provides the Indemnitee with indemnification to the
fullest extent permitted under applicable law with respect to
certain expenses and liabilities incurred in connection with
threatened or actual legal proceedings in which those persons are
involved by reason of being a director or officer of the Company.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/sy419O

                        About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) is a biopharmaceutical
company focused on the acquisition, development and
commercialization of novel targeted therapies covering a spectrum
of blood-related cancers that offer a unique benefit to patients
and healthcare providers.  The Company has a commercial presence
in Europe and a late-stage development pipeline, including
pacritinib, CTI's lead product candidate that is currently being
studied in a Phase 3 program for the treatment of patients with
myelofibrosis.  CTI BioPharma is headquartered in Seattle,
Washington, with offices in London and Milan under the name CTI
Life Sciences Limited.  For additional information and to sign up
for email alerts and get RSS feeds, please visit
WWW.CTIBIOPHARMA.COM.

                      About Cell Therapeutics

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

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

                            Going Concern

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

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

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

                          Bankruptcy Warning

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


CHEYENNE HOTEL: Tolling Provision Can't Be Used to Preserve Asset
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Richard P. Matsch in Denver, in a
May 28 decision, ruled that Section 108(a), referred to as the
tolling provision in the Bankruptcy Code, doesn't preserve the
right to initiate or amend a lawsuit that wasn't disclosed by a
plaintiff-debtor to the bankruptcy court.

Applying judicial estoppel, Judge Matsch concluded that a
plaintiff seeking to amend an insurance-coverage complaint
couldn't invoke the tolling provision because the plaintiff didn't
disclose the insurance claim during its bankruptcy case, the
report relted.

The case is Cheyenne Hotel Investments LLC v. Colorado Casualty
Insurance Company, 13-cv-02027, U.S. District Court, District of
Colorado.

                      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.


CLAIRE'S STORES: Files 2013 Conflict Minerals Report
----------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission its conflict minerals report for the reporting period
from January 1 to Dec. 31, 2013.

The Securities and Exchange Commission, in August 2012, adopted a
rule mandated by the Dodd-Frank Wall Street Reform and Consumer
Protection Act to require companies to publicly disclose their use
of conflict minerals that originated in the Democratic Republic of
the Congo (DRC) or an adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

Claire's Stores said it has reviewed its entire product line and
determined that tin and gold, which are included under the
definition of "Conflict Minerals", are necessary to the
functionality or production of some of its products, primarily
jewelry.  In 2013, Claire's contracted for the manufacture of
products containing the above Conflict Minerals but did not
directly manufacture products containing the Conflict Minerals.

"Claire's conducted a good faith country of origin inquiry of its
vendors regarding the origin of Conflict Minerals used in the
production of its products.  The inquiry was conducted by means of
a survey that was sent to our vendors.  The survey was based on
the EICC-GeSI template in order to determine whether those
Conflict Minerals present in our products originated in the
Democratic Republic of the Congo or an adjoining country or arose
from recycled or scrap sources.  Claire's reviewed the responses
received from vendors, and contacted the vendors whose survey was
incomplete to gather additional information.  The survey results
revealed that Claire's conflict minerals either arose from scrap
or recycled sources or originated from countries other than the
Democratic Republic of the Congo or adjoining countries.  Based on
all of the responses received, we have no reason to believe that
the Conflict Minerals may have originated in a covered country,"
the Company said in the filing.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.

The Company's balance sheet at Nov. 2, 2013, showed $2.73 billion
in total assets, $2.81 billion in total liabilities and a $89.32
million stockholders' deficit.

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


CONSOLIDATED CONTAINER: Moody's Cuts Corp. Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded to the corporate family
rating of Consolidated Container to B3 from B2 and the probability
of default rating to B3-PD from B2-PD. Moody's also assigned a
Caa1 rating to the proposed $80 million senior secured second lien
term loan due January 2020 of Consolidated Container Company LLC
and co-borrower Consolidated Container Holding LLC. Other
instrument ratings are detailed below. The ratings outlook is
revised to stable from negative.

The proceeds of the term loan will be used, along with cash, to
fund the acquisition of Envision Plastics and pay the anticiapted
earnout. Envision is a US recycler of HDPE plastic headquartered
in Reidsvillle, NC.

The downgrade of the corporate family rating to B3 from B2
reflects the company's failure to achieve projected operating
results and improve credit metrics to a level consistent with the
B2 rating category. The company has been negatively impacted by a
loss of volumes with certain customers, production delays in the
commercialization of new business and operational challenges.
Credit metrics have also been negatively impacted by spending for
growth initiatives. Although some improvement in metrics is
anticipated from various initiatives over the intermediate term,
credit metrics are not expected to improve to a level commensurate
with the B2 rating category over the horizon.

Moody's took the following rating actions:

Consolidated Container Company LLC:

-- downgraded corporate family rating to B3 from B2

-- downgraded probability of default rating to B3-PD from B2-PD

-- downgraded $370 million senior secured 1st lien term loan due
    July 2019 to B2 (LGD3, 37%) from B1 (LGD3, 38%)

-- downgraded $275 million senior unsecured notes due July 2020
    to Caa2 (LGD5, 85%) from Caa1 (LGD5, 83%)

Consolidated Container Company LLC and co-borrower Consolidated
Contain Holdings LLC:

-- assigned $80 million senior secured 2nd lien term loan due
    January 2020 Caa1 (LGD4, 65%)

The ratings outlook is stable.

The ratings are subject to the receipt and review of final
documentation.

Ratings Rationale

The B3 Corporate Family Rating reflects the company's
concentration of sales, significant percentage of commoditized
products and percentage of business that is not under contract.
CCC has a high concentration of sales by both product line and
customer. The rating also reflects the strong competition in the
industry and fragmented structure. The company's product line
contains a significant percentage of commoditized products.
Approximately 20% of the business (by revenue) is not under long-
term contract and subject to market forces. Approximately 42% of
business is up for renewal over the next 18 months.

The rating is supported by the company's on-going cost reduction
initiatives, anticipated ramp-up of higher margin new business and
adequate liquidity. CCC has long-standing relationships with
certain well-established manufacturers and has approximately 32%
of its plants co-located on its customer's premises (72% of onsite
facilities supply multiple customers in addition to the host
customer). Despite a small revenue base, CCC has scale relative to
many competitors. Approximately 80% of business by sales volume is
under contract with raw material cost pass-through provisions, but
other costs are not passed through on all contracts and lags in
passing through costs can be significant. The company also has
adequate availability under its asset based credit facility to
offset negative free cash flow.

The stable outlook reflects an expectation that the company
execute on its operating plan, renews or replaces the business up
for renewal over the horizon and improve margins. The stable
outlook also reflects an expectation that the company will soundly
integrate its acquisitions and maintains adequate liquidity.

The ratings could be downgraded if credit metrics do not improve
or there is a deterioration in liquidity or the operating and
competitive environment. The ratings could also be downgraded if
financial aggressiveness increased. Specifically, the ratings
could be downgraded if debt to EBITDA remains above 7.0 times,
EBIT to interest coverage remains below 1.0 times, the EBIT margin
remains below 6.0% and/or free cash flow to debt remains negative
on an adjusted basis.

A ratings upgrade is unlikely in the near term given the stretched
credit metrics. The ratings could be upgraded if CCC sustainably
improved its credit metrics within the context of a stable
competitive and operating environment. Specifically, the ratings
could be upgraded if debt to EBITDA declined below 6.0 times, the
EBIT margin increases to above 7.0%, EBIT to interest coverage
rises above 1.3 times, and free cash flow to debt improves to
above 5.0%.

Based in Atlanta, Georgia, Consolidated Container Company LLC
("CCC") is one of the leading domestic manufacturers of rigid
plastic containers for mostly branded consumer products and
beverage companies. End markets include dairy, water, other
beverage (juices, teas), food, household chemical, automotive,
agricultural, and industrial chemical sectors. Dairy is the
largest end market accounting for approximately 31% of sales in
2013. Approximately 99% of 2013 revenue was generated
domestically. Revenues for the twelve months ended March 31, 2014
were $771 million. The majority of the company has been owned by
sponsor Bain Capital Partners LLC since 2012.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 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.


CONSOLIDATED CONTAINER: S&P Lowers Corporate Credit Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Consolidated Container Co. LLC to 'B-' from 'B'.  S&P
also lowered the issue-level rating on the company's $370 million
senior secured first-lien term loan to 'B' from 'B+'.  The
recovery rating remains '2', reflecting S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.

At the same time, S&P assigned a 'CCC' issue-level rating to the
proposed $80 million second-lien term loan maturing in 2020.  S&P
also lowered the issue-level ratings on the company's $275 million
senior unsecured notes to 'CCC' from 'CCC+'.  The recovery rating
on the second-lien term loan and unsecured notes is '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
in the event of a payment default.  The outlook is stable.

"The downgrade reflects the continued deterioration in the
company's EBITDA over the past several quarters and our
expectation that 2014 earnings will only be up modestly from
subdued 2013 levels," said Standard & Poor's credit analyst Daniel
Krauss.  Operating performance has been moderately below S&P's
expectations as the dairy market (which represents about 30% of
the company's revenues) has been hampered by record high milk
prices and weaker demand.  Additionally, the company is increasing
debt to fund the acquisition of Envision Plastics, a recycler of
high-density polyethylene (HDPE) resins in the U.S.  While the
acquisition only results in a slight increase in debt leverage, it
comes at a time when credit measures had already been stretched
for the rating.  As a result of the recent EBITDA drop and higher
debt levels, the company's credit measures have weakened with
total adjusted debt to EBITDA expected to be about 7.5x (pro forma
for the Envision acquisition) and funds from operations (FFO) to
debt of about 6%. Based on our scenario forecasts, S&P expects
that free cash flow will be neutral to slightly positive in the
next 12 months, and that delevering of the company's capital
structure would likely come from EBITDA growth as opposed to
meaningful debt reduction.

The outlook is stable.  S&P expects that gradual economic growth
and increasing consumer spending in the U.S. will lead to modestly
improving earnings and credit measures over the next one to two
years.  A key underpinning at the rating is S&P's expectation that
the company will continue to maintain "adequate" liquidity and
that it will focus on restoring credit measures before considering
acquisitions beyond the current one.

S&P could lower the ratings if earnings were to remain at, or
deteriorate from, weak 2013 levels.  This could result from an
increasingly competitive environment (which pressures pricing and
the company's market share), or loss in business from a key
customer.  S&P could also lower the ratings if the company's
EBITDA margins were to weaken by 100 or more basis points (bps),
coupled with flat to modestly decreasing volumes.  In this
scenario, S&P expects the company's leverage would increase to
above 8x, and its FFO to total adjusted debt would drop to the
low-single-digit-percentage area.  S&P could also consider a
downgrade if the company's free operating cash flow remained
negative for an extended period, leading to significantly weaker
liquidity, or if the company further increased debt to fund an
acquisition or shareholder distribution.

S&P could consider a higher rating if the company is able to
generate stronger free cash flow than S&P expects, which, coupled
with moderate EBITDA growth, would allow it to improve credit
measures.  Based on S&P's scenario forecasts, it could consider a
one-notch upgrade if revenues increase by 5%, coupled with an
EBITDA margin improvement by 200 basis points or more.  In such a
scenario, S&P would expect debt to EBITDA to improve to about 6x
and FFO to debt to approach 10%.


COSTA BONITA BEACH: Judge Orders Dismissal of Chapter 11 Case
-------------------------------------------------------------
U.S. Bankruptcy Judge Enrique Lamoutte Inclan has ordered the
dismissal of the Chapter 11 case of Costa Bonita Beach Resort,
Inc.

In a 22-page decision, Judge Inclan of U.S. Bankruptcy Court for
the District of Puerto Rico ruled in favor of the dismissal of the
case over its conversion to a Chapter 7 liquidation proposed by
the company's secured creditor DF Servicing LLC.

The bankruptcy judge's June 2 ruling also bars Costa Bonita from
refiling a bankruptcy petition for a period of 36 months.

Judge Inclan said that dismissal of the case with a bar to re-
filing a bankruptcy petition "is in the best interest of creditors
as unsecured creditors are not likely to receive a dividend upon
liquidation."

Judge Inclan dismissed the case despite objections from the
Asociacion de Condomines de Costa Bonita and DF Servicing whose
bid to convert the case to a Chapter 7 liquidation was also denied
by the bankruptcy judge.

DF Servicing holds a $5.22 million claim against the company's
property including a real estate known as the Costa Bonita Beach
Resort project.

The property, whose market value reportedly diminished from $12.24
million to $5.2 million since Costa Bonita's bankruptcy filing,
served as collateral for the loans extended by Doral Bank that
sold to DF Servicing, according to court filings.

Costa Bonita asked for voluntary dismissal of its bankruptcy case
after it signed an agreement to pursue a business venture with an
investor that would allow the company to continue its business
operations and pay the claims of DF Servicing and other creditors.

"A Chapter 7 conversion scenario will massacre debtor's prospect
to save the business operations with the investor," said Maria
Mercedes Figueroa y Morgade, Esq., Costa Bonita's lawyer.

Creditors including Costa Bonita Furniture Package Inc., Etcon
Inc. and Prime Contractors Corp. expressed support for the
dismissal of the case, saying converting the case to a Chapter 7
liquidation would only benefit DF Servicing to the detriment of
other creditors.

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


COURTLAND PLAZA: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Courtland Plaza, LLC
        P.O. Box 8944
        Naples, FL 34101

Case No.: 14-06489

Chapter 11 Petition Date: June 3, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: David Lampley, Esq.
                  THE DELLUTRI LAW GROUP, PA
                  1436 Royal Palm Square Blvd.
                  Fort Myers, FL 33919-1049
                  Tel: 239-939-0900
                  Fax: 239-939-0588
                  Email: dlampley@dellutrilawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary C. Long, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-06489.pdf


CROSSOVER FINANCIAL: Liquidating Trust Agreement Filed
------------------------------------------------------
Caroline C. Fuller, Esq., at Fairfield and Wood P.C., submitted to
the U.S. Bankruptcy Court for the District of Colorado a copy of
the Crossover Financial I LLC Liquidating Trust Agreement entered
between the Debtor and C. Randel Lewis, as trustee for the benefit
of the Debtor's creditors.

A full-text copy of the Liquidating Trustee Agreement is available
for free at http://is.gd/X79Uxc

                    About Crossover Financial I

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


DAVITA HEALTHCARE: Moody's Assigns Ba1 Rating on $5.5BB Sr. Debt
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to DaVita
HealthCare Partners Inc.'s proposed $5.5 billion senior secured
credit facilities, consisting of a $1.0 billion revolving credit
facility expiring 2019, a $1.0 billion term loan A facility due in
2019 and a $3.5 billion term loan B facility due in 2021.
Concurrently, DaVita's existing senior notes are upgraded to B1
from B2. DaVita's Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating are affirmed. As part of the
transaction, the company plans to issue up to $1.75 billion of
senior unsecured debt in the near-term, at which time Moody's
expects to assign a B1 rating. The rating outlook is stable.

Moody's understands that the proceeds from the new credit
facilities and the proposed unsecured debt will be used to
refinance DaVita's existing rated obligations and cover fees and
expenses associated with the transaction.

Moody's raised its ratings on both the senior secured credit
facilities and unsecured debt to reflect changes in the debt
capital structure, namely the shift of about $900 million of
senior secured debt to unsecured debt. The upgrade reflects the
improvement in expected recovery for both instruments and the
added cushion provided to the senior secured credit facilities as
determined in the application of Moody's Loss Given Default
Methodology.

Following is a summary of rating actions and revised LGD
estimates:

DaVita healthcare Partners Inc.:

Ratings assigned:

$1.00 billion senior secured revolving credit facility expiring
2019 at Ba1 (LGD 2, 25%)

$1.00 billion senior secured term loan A due 2019 at Ba1 (LGD 2,
25%)

$3.50 billion senior secured term loan B due 2021 at Ba1 (LGD 2,
25%)

Ratings upgraded:

$2.8 billion senior unsecured notes due 2018, 2020 and 2022 to B1
(LGD 5, 80%) from B2 (LGD 5, 86%)

Ratings affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Speculative Grade Liquidity Rating at SGL-1

Ratings to be withdrawn at close;

$350 million senior secured revolving credit facility expiring
2015 at Ba2 (LGD 3, 33%)

$1.35 billion senior secured term loan A-3 due 2017 at Ba2
(LGD 3, 33%)

$1.65 billion senior secured term loan B-2 due 2019 at Ba2 (LGD 3,
33%)

$1.0 billion senior secured term loan A due 2015 at Ba2 (LGD 3,
33%)

$1.75 billion senior secured term loan B due 2016 at Ba2 (LGD 3,
33%)

Rating Rationale

DaVita's Ba3 Corporate Family Rating reflects its high leverage,
the challenges of operating an integrated manage care business and
increased regulatory scrutiny. Furthermore, both its dialysis
operations and managed care business have come under increasing
government reimbursement pressure over the past year, both
experiencing rate cuts.

The rating is supported by the company's position as the second
largest dialysis service provider, treating approximately one-
third of dialysis patients in the country. Additionally, DaVita
benefits from the recurring nature of the treatments and patients
high loyalty to their clinic, reflected in the company's strong
profitability and stable cash flow.

The stable outlook reflects Moody's expectation that DaVita's
revenue will continue to grow at a steady pace, driven by
increasing volumes and the opening of new dialysis centers.
Furthermore, the rating outlook also anticipates that DaVita will
be able to mitigate any additional Medicare reimbursement
reductions, without significant detriment to the credit metrics.
The outlook also reflects Moody's expectation that DaVita will
continue to delever and debt to EBITDA will improve to slightly
below 4 times by the end of fiscal 2014.

Although, not likely in the near-term, Moody's could upgrade the
ratings if the company repays debt or grows earnings such that
debt to EBITDA was expected to be sustained below 3.5 times.
Additionally, Moody's could consider upgrading the rating if cash
flow from operations and free cash flow to adjusted debt ratios
were expected to be sustained in the mid-teens.

Downward pressure could develop if leverage increases either from
additional Medicare reimbursement cuts, or if the company takes on
additional debt for acquisitions or shareholder initiatives. More
specifically, Moody's could downgrade the rating if leverage is
expected to increase and be sustained above 4.5 times or free cash
flow to debt is expected to be sustained below 3%.

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

DaVita, is an independent provider of dialysis services primarily
in the US for patients suffering from end-stage renal disease
(chronic kidney failure). The company also provides home dialysis
services, inpatient dialysis services through contractual
arrangements with hospitals, laboratory services and other
ancillary services. Through HealthCare Partners', DaVita provides
patient-and physician-focused integrated health care delivery
services that coordinates, outcomes-based medical care in a cost-
effective manner.


DIALOGIC INC: Files Conflict Minerals Report
--------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission a specialized disclosure report on Form SD.

The Securities and Exchange Commission, in August 2012, adopted a
rule mandated by the Dodd-Frank Wall Street Reform and Consumer
Protection Act to require companies to publicly disclose their use
of conflict minerals that originated in the Democratic Republic of
the Congo (DRC) or an adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"Based on RCOI and due diligence steps summarized above, Dialogic
has determined that its supply chain is DRC Conflict
Undeterminable for the calendar year ending December 31, 2013.
Dialogic has made this determination because it does not have
sufficient information from its suppliers regarding all of the
smelters that processed the conflict minerals in Dialogic's
products to conclude whether the conflict minerals originated in
the DRC or an adjoining country and, if so, whether the conflict
minerals were from recycled or scrap sources or were or were not
from other conflict free sources," the Company said in the Report.

A full-text copy of the Conflict Minerals Report is available at:

                        http://is.gd/vaPFK9

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic Inc. reported a net loss of $53.93 million in 2013
following a net loss of $37.61 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $61.67 million in total
assets, $133.61 million in total liabilities and a $71.93 million
total stockholders' deficit.

                         Bankruptcy Warning

"In the event of an acceleration of our obligations under the Term
Loan Agreement or Revolving Credit Agreement and our failure to
pay the amounts that would then become due or our failure to pay
amounts due at maturity on March 31, 2015, the Revolving Credit
Lender or Term Lenders could seek to foreclose on our assets.  As
a result of this, we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code and/or our affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes.  In that event, we could seek to
reorganize our business, or we or a trustee appointed by the court
could be required to liquidate our assets.  In either of these
events, whether the stockholders receive any value for their
shares is highly uncertain.  If we needed to liquidate our assets,
we might realize significantly less from them than the value that
could be obtained in a transaction outside of a bankruptcy
proceeding.  The funds resulting from the liquidation of our
assets would be used first to pay off the debt owed to secured
creditors, including the Term Lenders, Revolving Credit Lender,
followed by any unsecured creditors, before any funds would be
available to pay our stockholders.  If we are required to
liquidate under the federal bankruptcy laws, it is unlikely that
stockholders would receive any value for their shares," the
Company said in the Quarterly Report for the period ended
March 31, 2014.


EAST COAST BROKER: Trustee Wants Stellaro Bays' Case Dismissed
--------------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee for the estate of
Stellaro Bay Inc., asks the U.S. Bankruptcy Court for the Middle
District of Florida (i) for authority to distribute the property
of Stellaro's estate and (ii) to dismiss its Chapter 11 case.

According to the Chapter 11 Trustee, the claims of Accomack County
Treasurer and MLIC Asset Holdings, LLC have been satisfied.  The
Debtor's estate has only one remaining unsecured creditor, the
Internal Revenue Service, and this claim will be paid in full in
accordance with the dismissal procedures.

The Chapter 11 Trustee tells the Court that it has weighed the
costs of the plan process against the benefits of the proposed
dismissal, and has found that dismissal is far more preferable
for creditors than conversion.  The proposed dismissal will
enable the Trustee to pay the remaining creditor in full.  The
Chapter 11 Trustee says it believes that the Chapter 11 plan
process would not be in the best interests of the estate and its
creditors because of the substantial costs and delay associated
with the plan process, which might result in either a decreased
distribution to unsecured creditors or a delay in payment.  As
such, dismissal of this Chapter 11 Case is in the best interests
of the creditors, the Chapter 11 Trustee notes.

The Chapter 11 Trustee requests that the Court approve the
dismissal of the Chapter 11 Case upon these terms, among other
things:

  -- On the disbursement date, the Trustee shall pay from the
     proceeds of the sale of the Debtor's personal property the
     claim of the Internal Revenue Service in the amount of
     $2,030.

  -- After the distribution to the Internal Revenue Service, the
     Trustee will pay the United States Trustee fees accrued
     through the date of the dismissal;

  -- After payment, the Trustee shall pay himself a statutory
     fee of $47,360 based on the disbursement of all cash in
     the estate;

  -- Because Battista Madonia, Jr. and Evelyn Madonia own 100% of
     the stock in Stellaro Bay, following payment of the amounts
     set forth above, the balance of the cash on hand shall be
     transferred to the Madonias' bankruptcy estate for
     distribution to the holders of allowed claims against the
     Madonias' bankruptcy estate; and

  -- Within two business days following the Disbursement Date, the
     Trustee shall file a notice with the Court certifying that
     the claims have been paid as proposed in the motion.

The Chapter 11 Trustee has retained as counsel:

  Jordi Guso, Esq.
  BERGER SINGERMAN LLP
  1450 Brickell Ave., Ste. 1900
  Miami, FL 33131
  Tel: (305) 755-9500
  Fax: (305) 714-4340
  Email: jguso@bergersingerman.com

                    About East Coast Brokers

East Coast Brokers & Packers, Inc., along with related entities,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.

The debtor-affiliates are Batista J. Madonia, Sr. and Evelyn M.
Madonia (Case No. 13-02895); Circle M Ranch, Inc., Case No.
13-02896); Ruskin Vegetable Corporation, Case No. 13-02897);
Oakwood Place, Inc. (Case No. 13-2898); Byrd Foods of Virginia,
Inc. (Case No. 13-03069); Eastern Shore Properties, Inc. (Case No.
13-03070); and Stellaro Bay, Inc. (Case No. 13-3071).

Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter,
Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the
Debtors.  Steven M. Berman, Esq., and Hugo S. deBeaubien, Esq., at
Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors'
special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


ENERGY FUTURE: Fitch Withdraws Ratings Over Bankruptcy Filing
-------------------------------------------------------------
Fitch Ratings has withdrawn its ratings for Energy Future Holdings
Corp (EFH), Energy Future Intermediate Holding Company LLC (EFIH),
Texas Competitive Electric Holdings Company LLC (TCEH) and Energy
Future Competitive Holdings Company (EFCH).

Fitch has withdrawn the ratings as these entities filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy code
on April 29, 2014.  Accordingly, Fitch will no longer provide
ratings or analytical coverage for these entities.

Fitch had previously downgraded the long-term Issuer Default
Ratings for these entities to 'D' upon the announcement of the
bankruptcy filing.


EURAMAX INTERNATIONAL: Files Conflict Minerals Report
-----------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission a specialized disclosure report on Form SD

The SEC, in August 2012, adopted a rule mandated by the Dodd-Frank
Wall Street Reform and Consumer Protection Act to require
companies to publicly disclose their use of conflict minerals that
originated in the Democratic Republic of the Congo (DRC) or an
adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"Based on the Company's reasonable country of origin inquiry
("RCOI"), the Company has determined that, with respect to the
Completed Products, while it does not have a specific reason to
believe that any necessary conflict minerals utilized in the
construction of these units may have originated in the Democratic
Republic of the Congo or an adjoining country (collectively the
"DRC"), the RCOI has not been able to rule out the possibility,"
the Company stated in the Report.

A full-text copy of the Conflict Minerals Report is available at:

                         http://is.gd/stMgda

                            About Euramax

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

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

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

Euramax Holdings' balance sheet at March 28, 2014, showed $593.21
million in total assets, $721.29 million in total liabilities and
a $128.08 million total shareholders' deficit.

                         Bankruptcy Warning

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

                            *     *     *

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

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

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


EXIDE TECHNOLOGIES: Files Conflict Minerals Report
--------------------------------------------------
Exide Technologies filed with the Securities and Exchange
Commission a Form SD Specialized Disclosure Report called
"Conflict Minerals Report" for calendar year 2013 in accordance
with Rule 13p-1 under the Securities Exchange Act of 1934, as
amended.

In accordance with Rule 13p-1, Exide said it undertook due
diligence to determine the source and chain of custody of the
necessary conflict minerals in Exide?s batteries, chargers and
related products.  The term ?conflict minerals? refers to gold,
cassiterite, columbite-tantalite, wolframite, and their
derivatives tin, tantalum and tungsten.

A copy of the report is available at http://is.gd/iN14eh

Exide Technologies separately disclosed in an SEC regulatory
filing that on May 28, 2014,, the Company obtained an amendment to
the Amended and Restated Superpriority Debtor-in-Possession Credit
Agreement, dated as of July 12, 2013, by and among the Company, as
US Borrower, Exide Global Holding Netherlands C.V., as Foreign
Borrower, the lenders from time to time party thereto and JP
Morgan Chase Bank, N.A., as Agent.

The amendment extends to June 30, 2014 the milestone for the
Company to file a plan of reorganization with the Bankruptcy
Court. The amendment increases the quarterly and rolling four
quarter capital expenditure limits from $25 million and $90
million to $36 million and $120 million, respectively. The
amendment also excludes from the definition of "Capital
Expenditure" expenditures made in connection with the replacement,
substitution, restoration or repair of assets funded through the
receipt of insurance proceeds or other compensation awards paid on
account of a casualty loss. Finally, the amendment increases the
European factoring basket to Euro 100 million from Euro 75 million
and expands the subsidiaries whose receivables can be factored to
include subsidiaries domiciled in Belgium, Denmark, Finland,
Luxemburg, the Netherlands, Norway and Sweden.

A copy of "Amendment No. 3, dated as of May 28, 2014, to the
Amended and Restated Superiority Debtor-in-Possession Credit
Agreement, dated as of July 12, 2013, by and among Exide
Technologies, a Debtor and a Debtor-in-Possession under Chapter 11
of the Bankruptcy Code, as US Borrower, Exide Global Holding
Netherlands C.V., as Foreign Borrower, the lenders from time to
time party thereto and JP Morgan Chase Bank, N.A., as Agent" is
available at http://is.gd/G76ap3

                     About Exide Technologies

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

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

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

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

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

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

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


FIDELITY NATIONAL: Fitch Affirms 'BB+' Sr. Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Fidelity National Financial, Inc.'s
(FNF) Issuer Default Rating (IDR) at 'BBB-' and senior unsecured
debt at 'BB+'.  Fitch has also affirmed the Insurer Financial
Strength (IFS) of FNF's title insurance companies at 'BBB+.'  The
Rating Outlook is Stable.

Key Rating Drivers

The affirmation reflects FNF's market-leading margins, scale and
strong capitalization in title insurance.  Offsetting these
positives though has been a history of management's intentions to
lever up the consolidated balance sheet to purchase ancillary
businesses, resulting in the IFS ratings being weighed down by
aggressive financial management.  While Fitch notes that past
ventures have been successful, historical results do not mitigate
future risks.

A recent example of management's aggressive financial management
was the Jan. 2, 2014 acquisition of Lender Processing Services,
Inc. (LPS) for $3.4 billion, of which $839 million was in stock,
the remainder in cash.  This transaction increased FNF's financial
leverage ratio to 35% as of March 31, 2014 versus 20% as of
Dec. 31, 2013.  Tangible financial leverage increased to 107% from
31% over the same time period.  This transaction also had a
negative impact on first quarter 2014 (1Q'14) results due to
various one-time charges.

Fitch's rating action considered the forthcoming vote on the
creation of a tracking stock (i.e. one stock will track title
insurance business and one stock will track non-title insurance
businesses).  Fitch notes that if the shareholders approve the
creation of two separate trading stocks the holding company
obligations will remain, as neither group is a separate legal
entity.

FNF has a dominant position in title insurance accounting for
approximately 33% of the U.S. title insurance market.  This scale
coupled with an aggressive cost management focus has allowed FNF
to be one of the most profitable title insurance companies,
reporting a GAAP pretax operating margin of 7.3% for full-year
2013, the second highest amongst large publicly traded title
insurance companies.

However, 1Q'14 results declined due mainly to expenses related to
the Jan. 2, 2014 acquisition of LPS.  Further, the quality of
capital is significantly affected by the large amount of goodwill
generated from the LPS acquisition.  Fitch believes that the
remainder of 2014 FNF will generate positive GAAP pretax operating
margins.

Rating Sensitivities

Fitch believes that a ratings upgrade is unlikely due to
management's propensity to meaningfully alter its balance sheet at
times, including material changes in financial leverage, which
increases the risk profile relative to peers.  Any ratings upgrade
would be predicated on Fitch's belief that management has changed
its willingness to materially alter the balance sheet via periodic
sharp increases in leverage.

Additionally, the following is a list of key rating drivers that
could lead to an upgrade:

  -- Sustained performance of operating company capital in line
     with Fitch's guidelines for 'A' IFS category title insurers,
     which includes a RAC score of approximately 140% and net
     leverage below 6.0x;
  -- Sustained calendar and accident year profitability;
  -- Sustained improvement in EBIT-based interest coverage of 7.0x
     or higher.

The following is a list of key rating drivers that could lead to a
downgrade:

  -- An absolute RAC score below 105% or deterioration in
     capitalization such as net leverage above 7.5x;
  -- Inability to move financial leverage below 30% on a post-LPS
     acquisition basis, by year-end 2015;
  -- A significant write-down in goodwill or signs that indicate a
     potential write-down of goodwill is possible;
  -- Deterioration in earnings, primarily measured by consolidated
     pretax GAAP margins, at a pace greater than peer averages;
  -- Sustained material adverse reserve development;
  -- Any additional acquisition that makes a meaningful change to
     the company's profile, particularly one that increases
     financial leverage.

Fitch has affirmed the following ratings with a Stable Outlook:
Fidelity National Financial, Inc.

  -- IDR at 'BBB-';
  -- $300 million 4.25% convertible senior note maturing Aug. 15,
     2018 at 'BB+';
  -- $300 million 6.6% senior note maturing May 15, 2017 at 'BB+';
  -- $400 million 5.5% senior note maturing Sept. 1, 2022 at
     'BB+';
  -- Four-year $800 million unsecured revolving bank line of
     credit due July 2018 at 'BB+'.

Fidelity National Title Ins. Co.
Alamo Title Insurance Co. of TX
Chicago Title Ins. Co.
Commonwealth Land Title Insurance Co.

  --IFS ratings at 'BBB+'.


FIRST MARINER: Trading of Common Stock Maybe Suspended by June 24
-----------------------------------------------------------------
The Financial Industry Regulatory Authority notified First Mariner
Bancorp that if the Company has not filed its quarterly report on
Form 10-Q for the quarter ended March 31, 2014, by June 23, 2014,
its common stock, par value $.05 per share, will not be eligible
for quotation on the OTC Bulletin Board and will be removed from
listing .

Because it does not anticipate filing its form 10-Q, the Company
anticipates that its Common Stock will be removed from listing on
the OTCBB on or after June 24, 3014, at which point the Company
anticipates that there no longer will be a trading market for the
Common Stock.

                    About First Mariner Bancorp

First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10,
2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a
new bank formed by investors.  The case is In re First Mariner
Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice.

The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel
LLP.  The Debtor's local counsel is Lawrence Joseph Yumkas, Esq.,
at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland.  The
Debtor's regulatory and corporate counsel if Kilpatrick Townsend &
Stockton LLP.  The Debtor's investment banker and financial
adviser is Sandler O'Neill + Partners, L.P.

The Debtor has total assets of $5.45 million and total debts of
$60.52 million.


FREESEAS INC: Repays $37.6 Million Credit Suisse Debt
-----------------------------------------------------
FreeSeas Inc., on May 30, 2014, paid $22.6 million in full
settlement of $37.6 million of debt owed to Credit Suisse using
funds from the $25 million proceeds of the Company's sale of the
Series D Convertible Preferred Stock and Series C Warrants
concluded on May 28, 2014.

Upon receipt of this payment, Credit Suisse canceled the remaining
debt of $15 million owed by FreeSeas and its subsidiaries and the
bank executed and accordingly delivered the Waiver of Debt and
Deed of Release and Reassignment, which included the release of
all first preferred mortgages, general assignments of collateral
and charter assignments relating to the Company's vessels M/V Free
Jupiter, M/V Free Hero and M/V Free Goddess together with each
vessel's release and reassignment of insurance, as well as the
release of all first priority account pledges and corporate
guarantee agreements previously executed by the Company's
subsidiaries owning these vessels.  The Company is expected to
recognize a non-cash gain on debt extinguishment of approximately
$15 million as a result of the foregoing debt cancellation, which
reduces the Company's outstanding bank debt from $59.7 million to
$23.2 million.

Mr. Ion Varouxakis, the Company's CEO made the following
statement, "We are very pleased to announce the pay-off of our
loan with Credit Suisse involving a very significant forgiveness
of $15 million of an outstanding amount of $37.6 million.  Today's
debt repayment represents the culmination of a series of
transformative transactions for our Company.  As a result, four of
our six owned vessels are now mortgage-free and the total amount
of bank debt on our balance sheet has dramatically shrunk to $23.2
million from approximately $90 million just a few months ago, a
reduction resulting in part from the debt forgiveness of
approximately $35 million from several lenders.  After persistent
efforts, the Company has successfully managed to position itself
on ever healthier financial grounds, affording it the necessary
financial flexibility to expand its fleet of controlled vessels,
at a time of unique opportunity in the dry-bulk sector."

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net
loss of $30.88 million in 2012 and a net loss of $88.19 million in
2011.  As of Dec. 31, 2013, the Company had $87.63 million in
total assets, $74.83 million in total liabilities and $12.79
million in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet scheduled
payment obligations under its loan facilities and has not complied
with certain covenants included in its loan agreements.
Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.


FRESH & EASY: Plan Confirmation Hearing Scheduled for July 2
------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the disclosure statement explaining the
former Fresh & Easy Neighborhood Market Inc.'s Chapter 11
liquidating plan and scheduled a July 2, 2014, confirmation
hearing.

Responses and objections to the confirmation of the Plan must be
submitted on or before June 25.  The Debtors and any other party-
in-interest may file an affidavit or memorandum of law in support
of the Plan and a consolidated response to any objections to the
Plan on or before June 30.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Fresh & Easy, now named Old FENM Inc., has $101 million in
cash after selling the business to Ron Burkle's Yucaipa Cos. and
other buyers.  The liquidating plan was made possible by a
settlement where parent Tesco Plc agreed to recover about 6.4% on
its claim that totaled $907.2 million at the outset of bankruptcy.
Unsecured creditors won't be voting on the plan because they will
be fully paid, Mr. Rochelle said.

Judge Carey separately authorized Fresh & Easy to invest in the
JPMorgan 100% U.S. Treasury Securities Money Market Fund and
waived the requirements of Section 345 of the Bankruptcy Code to
the extent necessary to permit the Debtors' investment in the
Fund.

A blacklined version of the approved Disclosure Statement dated
May 29 is available at http://bankrupt.com/misc/F&Eds0529.pdf

                       About Fresh & Easy

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

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

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

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

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


FURNITURE BRANDS: Disclosures Approved, Plan Hearing on July 14
---------------------------------------------------------------
PSYCHE JUNE 3 (05/29, 05/30)
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the disclosure statement explaining
Furniture Brands International, Inc.'s liquidation plan and
scheduled a July 14, 2014, hearing on the confirmation of the
Plan.

Objections or responses to confirmation of the Plan must be
submitted so as to be actually received on July 3.  All Ballots
must also be completed and delivered on or before July 3.

As previously reported by The Troubled Company Reporter, the
liquidating plan calls for the distribution of the cash proceeds
to Furniture Brands' creditors, which include proceeds from the
sale of its major assets to KPS Capital Partners' new holding
company and from the sale of its remaining assets.  KPS Capital,
which won the bidding for the assets, offered to purchase them for
$280 million.  The offer included a proposal to refinance
Furniture Brands' secured debt to Oaktree Capital Management L.P.
with a new secured debtor-in-possession financing facility.  The
proposal also contemplated the sale of Furniture Brands' Lane
business as a going concern.

The liquidating plan also implements key provisions of Furniture
Brands' global settlement with the Pension Benefit Guaranty Corp.
and the Official Committee of Unsecured Creditors.  Under the
settlement, PBGC will contribute $6 million in cash to other
general unsecured creditors who (i) either vote to accept the
Chapter 11 plan or do not vote to reject the plan, and (ii) do not
object to confirmation of the plan.  PBGC will also reduce its
claims from $340 million to $300 million and will have a claim for
$2.17 million, which is secured against proceeds from the sale of
the Debtors' foreign non-debtor affiliates.

According to the disclosure materials, general unsecured creditors
will recover 3.4 percent to 13.9 percent on as much as $370
million owed, depending on which of the Furniture Brands companies
owes the debt, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported.

A full-text copy of the approved Disclosure Statement is available
at http://bankrupt.com/misc/FBds0530.pdf

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.

Furniture Brands on April 21, 2014, filed a Chapter 11 plan to get
out of bankruptcy in which it proposes to distribute cash proceeds
from the liquidation of the assets of the company and its
subsidiaries.  The liquidating plan calls for the distribution of
the cash proceeds to Furniture Brands' creditors, which include
proceeds from the sale of its major assets to KPS Capital
Partners' new holding company and from the sale of its remaining
assets.


FURNITURE BRANDS: Plan Hearing on July 14; Ballots Due July 3
-------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware approved the adequacy of the disclosure
statement explaining the Chapter 11 plan of liquidation filed by
Furniture Brands International Inc., nka FBI Wind Down Inc. and
its debtor-affiliates.

Judge Sontchi set July 3, 2014, as deadline for holders of claims
to vote on the Debtors' Chapter 11 plan.  A confirmation hearing
is slated for July 14, 2014.

The Debtors have submitted an amended version of the disclosure
statement and joint Chapter 11 liquidation plan on May 27, 2014,
for circulation to parties-in-interest entitled to cast a vote.

                           Plan Overview

As reported in the Troubled Company Reporter on April 24, 2014,
the liquidating plan calls for the distribution of the cash
proceeds to Furniture Brands' creditors, which include proceeds
from the sale of its major assets to KPS Capital Partners' new
holding company and from the sale of its remaining assets.

KPS Capital, which won the bidding for the assets, offered to
purchase them for $280 million.  The offer included a proposal to
refinance Furniture Brands' secured debt to Oaktree Capital
Management L.P. with a new secured debtor-in-possession financing
facility.  The proposal also contemplated the sale of Furniture
Brands' Lane business as a going concern.

Under the plan, all of the estates' assets will vest in and be
transferred to a liquidating trust when Furniture Brands and its
subsidiaries officially exit bankruptcy protection.

Distributions to be made under the plan are premised on the
partial substantive consolidation of the companies into five
consolidated estates that correlate to their business and
operational groups.

The plan provides for the treatment of claims against and equity
interests in Furniture Brands and its subsidiaries.

Administrative expense claims, priority tax claims, priority non-
tax claims, secured claims, liquidating trust expenses, and the
costs of administering the estates will be paid in full.

General unsecured creditors will receive their pro rata share of
the proceeds from the assets of a consolidated estate while so-
called convenience claims against a consolidated estate will
receive cash in an amount equal to a fixed percentage of such
claim.

                  Types and Treatment of Claims

                             Estimated          Estimated
                             Recovery           Recovery
  Types of Allowed General   (w/o PBGC          (w PBGC
  Unsecured Claims           Increment Cash)    Increment Cash)
  -----------------------    ---------------    ---------------
  Furniture Brands Inc.      1.5% - 2.6%        4.8% - 6.7%

  BFI Wind Down, Inc., BHF   1.5% - 1.9%        4.8% - 6.0%
  Wind Down, Inc., BR Wind
  Down Inc., and BT Wind
  Down, Inc.

  LFI Wind Down, Inc.,       3.3% - 4.4%        6.6% - 8.5%
  LHFR Wind Down, Inc.,
  and LV Wind Down, Inc.

  TFI Wind Down Inc., THF    2.7% - 3.1%        6.0% - 7.2%
  Wind Down, Inc., and
  TR Wind Down, Inc.

  HFI Wind Down, Inc., HR    8.1% - 9.9%        11.4% - 14.0%
  Wind Down, Inc., HT Wind
  Down, Inc., and MSFI Wind
  Down, Inc.

  AT Wind Down Inc.          0.5% - 0.6%        3.9% - 4.7%

                             Estimated Recovery
  Types of Allowed General   (w/PBGC Incremental Cash - 50.1%
  Unsecured Claims           Consenting Creditors)
  -----------------------    --------------------------------
  Furniture Brands Inc.      8.2% - 10.8%

  BFI Wind Down, Inc., BHF   8.3% -10.2%
  Wind Down, Inc., BR Wind
  Down Inc., and BT Wind
  Down, Inc.

  LFI Wind Down, Inc.,       9.9% - 12.5%
  LHFR Wind Down, Inc.,
  and LV Wind Down, Inc.

  TFI Wind Down Inc., THF    9.4% - 11.3%
  Wind Down, Inc., and
  TR Wind Down, Inc.

  HFI Wind Down, Inc., HR    14.4% - 17.6%
  Wind Down, Inc., HT Wind
  Down, Inc., and MSFI Wind
  Down, Inc.

  AT Wind Down Inc.          7.3% - 9.0%

All holders of priority non-tax claims, security tax claims, and
other secured claims will expect to recover 100% while all holders
of subordinated securities claims and equity interest will not
receive any under the plan.

                         PBGC Settlement

The liquidating plan also implements key provisions of Furniture
Brands' global settlement with the Pension Benefit Guaranty Corp.
and the official committee of unsecured creditors.

Under the settlement, PBGC will contribute $6 million to other
general unsecured creditors who either vote to accept the
liquidating plan or do not vote to reject the plan, and who do not
object to confirmation of the plan.

In addition, if the amount of the proceeds from causes of action
pursued by the liquidating trustee exceeds $20 million, PBGC will
contribute certain excess litigation proceeds.  These proceeds
will be reallocated and distributed to holders of general
unsecured claims (other than PBGC) against the consolidated
estates that are entitled to receive net litigation proceeds.

A full-text copy of the amended Chapter 11 plan of liquidation is
available for free at http://is.gd/gjoEyh

A full-text copy of the amended disclosure statement is available
for free at http://is.gd/iuVUZE

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.  Furniture Brands changed
its name to FBI Wind Down, Inc., following the sale.

                             *   *   *

The Debtors obtained an extension until Aug. 24, 2014 of the
exclusive period within which they may file a Chapter 11 plan.
The exclusive period within which the Debtors may solicit
acceptances to that plan is extended until Oct. 21, 2014.


GENERAL MOTORS: Recall Probe to Blame Cultural Failings
-------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
an internal probe of General Motors Co.'s delay in recalling
defective cars is expected to conclude there was no concerted
coverup, but that managers operating in isolation failed to make
connections and act on evidence of problems now linked to fatal
accidents, people familiar with the situation said.

According to the report, GM Chief Executive Mary Barra is expected
to outline new steps to overhaul GM's culture and management,
including the departures of more employees, when she publicly
presents the investigative findings by former U.S. prosecutor
Anton Valukas, those people said.

GM is expected to announce the dismissal of "a number of people,"
including the engineer who designed the switch, Raymond DeGiorgio
and some members of the company's legal department, people
familiar with the matter said, 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.


GLOBAL GEOPHYSICAL: Court Establishes June 30 as Claims Bar Date
----------------------------------------------------------------
The Bankruptcy Court in Corpus Christi, Texas, at the behest of
Global Geophysical Services, Inc., et al., established a deadline
for creditors to file proofs of claim in the Debtors' cases.

The Court set:

   1. June 30, at 5:00 p.m. as the deadline for any person or
entity, excluding governmental units, to file a proof of claim
against a Debtor on account of any claim arising on or before the
Petition Date; and

   2. Sept. 22, at 5:00 p.m., as the deadline for governmental
units to file a proof of claim.

Proofs of claim must be submitted to the Debtors' claims agent,
Prime Clerk LLC, by hand delivery, overnight mail, or first-class
mail to:

         Global Geophysical Services Claims Processing Center
         c/o Prime Clerk LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Tel: (855) 650-7243

             About Global Geophysical, Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors have tapped Luckey McDowell, Esq., at Baker Botts
L.L.P., as general bankruptcy counsel, and Shelby A. Jordan, Esq.,
at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., as local
counsel.  Alvarez & Marsal serves as restructuring advisors, Fox
Rothschild Inc. as financial advisor, and Prime Clerk as claims
and noticing agent.

Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven
creditors to the Official Committee of Unsecured Creditors.


GMP ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GMP Enterprises, LLC
        c/o Moon H. Park
        500 Executive Center Blvd.
        El Paso, TX 79902

Case No.: 14-30875

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Hon. Christopher H. Mott

Debtor's Counsel: Wiley France James, III, Esq.
                  JAMES & HAUGLAND, P.C.
                  609 Montana Ave.
                  El Paso, TX 79902
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440
                  Email: wjames@jghpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Moon H. Park, manager/member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-30875.pdf


GREEN POWER: Seeks to Avoid Second Quick Dismissal
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Green Power Inc., a Seattle-based power-plant owner,
filed papers in court opposing dismissal of its second bankruptcy
case because a sale of its assets is in the works.

To recall, Green Power's first reorganized was dismissed in March,
in part because the company did not employ a lawyer.  The
bankruptcy judge said that while individuals can go through
bankruptcy without a lawyer, a company can't.  The power-plant
owner filed a second Chapter 11 filing less than two months after
a dismissal, but was once again threatened with a dismissal when
its secured creditor, Panda Holding LLC, sought to dismiss the new
bankruptcy, questioning whether the new bankruptcy was properly
filed, saying Green Power's president is in federal custody on
fraud charges and didn't sign the latest petition, the report
related.

The case is In re Green Power Inc., 14-bk-13645, U.S. Bankruptcy
Court, Western District of Washington (Seattle).  U.S. Bankruptcy
Court Judge Timothy Dore dismissed Green Power Inc.'s bankruptcy
case (Bankr. E.D. Wash. Case No. 14-11274) in March 2014.  The
U.S. Trustee in Seattle sought case dismissal, citing the
Company's lack of an attorney and insurance.  The Company also
failed to file all the information needed for a Chapter 11
bankruptcy.


GREENPORT CROSSINGS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Greenport Crossings, LLC
        239 Ulster Avenue
        Saugerties, NY 12477

Case No.: 14-11249-1

Nature of Business: Operates a retail and gas station

Chapter 11 Petition Date: June 2, 2014

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Hon. Robert E. Littlefield Jr.

Debtor's Counsel: Christian H. Dribusch, Esq.
                  THE DRIBUSCH LAW FIRM
                  1001 Glaz Street
                  East Greenbush, NY 12061
                  Tel: 518-729-4331
                  Fax: 518-463-4386
                  Email: cdribusch@chdlaw.net

Total Assets: $2.57 million

Total Liabilities: $5.30 million

The petition was signed by Harbalwant Singh Dhandi, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb14-11249.pdf


INT'L MANUFACTURING: Ponzi Schemer Files After Plea on $150MM Scam
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Deepal Wannakuwatte, the mastermind of a $150 million
Ponzi scheme, put himself and his company, International
Manufacturing Group Inc., into Chapter 11 after he pleaded guilty
to one count of wire fraud and agreed to a 20-year prison
sentence.

According to the report, citing charging documents filed in U.S.
District Court in Sacramento, Wannakuwatte told investors he made
latex gloves abroad and ran a $100 million-a-year business with
the U.S. Veterans Administration as his largest customer.
Wannakuwatte was arrested in February and pleaded guilty on May 8,
and will be sentenced on July 24, the report related.

The criminal case is U.S. v. Wannakuwatte, 14-cr-00067, U.S.
District Court, Eastern District of California (Sacramento).  His
individual bankruptcy is In re Wannakuwatte, 14-bk-25816, U.S.
Bankruptcy Court, Eastern District of California (Sacramento).


INT'L MANUFACTURING: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: International Manufacturing Group, Inc.
        879 F Street, Suite 120-a
        West Sacramento, CA 95605

Case No.: 14-25820

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Robert S. Bardwil

Debtor's Counsel: Marc A. Caraska, Esq.
                  LAW OFFICE OF MARC A. CARASKA
                  555 University Ave, Ste 116
                  Sacramento, CA 95825
                  Tel: 916-248-8078
                  Email:mcaraska@caraskalaw.com

Total Assets: $1.6 million

Total Liabilities: $120.4 million

The petition was signed by Ursula Klein, COO/CFO.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Jack Sweigart                      Money Loaned      $19,896,883
401 Watt Ave.
Sacramento, CA 95864

Byron Younger                      Money Loaned      $18,981,568
650 Mystic Lane
Sacramento, CA 95864

Ron Ashley                         Money Loaned      $21,708,183
225 Highland Avenue
San Rafael, CA 94901

Cemo Family Charitable Foundation  Money Loaned       $7,100,000
950 Glenn Dr., Ste 250

Folsom, CA 95630

Larry Carter                       Money Loaned       $6,836,733
401 Watt Ave.
Sacramento, CA 95864

Steven Klein                       Money Loaned       $4,045,748
1850 Mt. Diablo Blvd., #410
Walnut Creek, CA 94596

Jamestown S'Klallam Tribe          Money Loaned       $3,323,454
1033 Old Blyn Hwy
Sequim, WA 98382

IMG Funding, LLC                   Money Loaned       $2,303,000
400 Capitol Mall, Ste 2400
Sacramento, CA 95814

General Electric Capital Corp.     Money Loaned       $3,082,494
c/o CT Corporation
818 West Seventh St., 2nd FL
Los Angeles, CA 90017

Sheila Angsenberger                Money Loaned       $1,791,239

FPI Management                     Money Loaned       $1,722,538
800 Iron Point Rd.
Folsom, CA 95630

Diede Construction, Inc.           Money Loaned       $1,500,000
12393 N Hwy 99 W Frontage Rd.
Lodi, CA 95240

David L. Gordon                    Money Loaned       $1,500,000

Berle & Carol Crisp                Money Loaned       $1,470,334
6300 Rio Bonito Dr.
Carmichael, CA 95608

Michael & Janine Jones             Money Loaned       $1,030,925
2820 Ivy Knoll Dr.
Placerville, CA 95667

Gary Dix                           Money Loaned       $1,030,333
30100 Town Center Dr., Apt 4
Costa Mesa, CA 92627

Thomas Kim                         Money Loaned       $1,201,000
1308 Greenborough Dr.
Roseville, CA 95661

Dennis & Kathryn DeLucio           Money Loaned         $937,000
25780 Pacific Crest Dr.
Mission Viejo, CA 92692

James Oates                        Money Loaned         $921,158
7750 Sundance Trail

Paso Robles, CA 93446

Martin Ryan                        Money Loaned       $1,000,000
8860 Houndstooth Ct.
Elk Grove, CA 95624

Pending bankruptcy case filed by an affiliate:

       Debtor: Deepal Sunil Wannakuwatte
   Date Filed: May 30, 2014
     District: Eastern District of California


INTERNET BRANDS: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B+' corporate credit rating, on
California-based online advertising and software services company
Internet Brands Inc. on CreditWatch with negative implications.

The CreditWatch placement reflects S&P's view that the proposed
acquisition of Internet Brands could weaken the company's
financial risk profile beyond S&P's expectation for the rating if
the transaction is largely debt funded.  The acquisition closing
date, purchase price, and financing plan have not yet been
publicly disclosed.

"We believe the planned acquisition by another private equity-
sponsor presents the likelihood that leverage will rise above the
current threshold commensurate with Internet Brands' "aggressive"
financial risk profile," said Standard & Poor's credit analyst
Jawad Hussain.

Maintaining the current ratings will depend both on S&P's
expectation that Internet Brands will maintain lease-adjusted
leverage between 4x-5x with adequate liquidity and S&P's view that
the risk of re-leveraging is low, based on Internet Brands'
financial policy under the new sponsor and S&P's view of the
owner's financial risk appetite.

In order to resolve the CreditWatch negative listing, S&P will
fully evaluate the proposed capital structure, transaction
details, financial policy, and operating plan put forward by
management and the new financial sponsors.  S&P could lower the
rating if its analysis indicates that the company will have a
leverage profile and financial policy that is more consistent with
a "highly leveraged" company.


IOWA GAMING: Chap. 11 Case May Be Dismissed
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Iowa gambling regulators asked U.S. Bankruptcy Judge
Richard E. Fehling to dismiss Iowa Gaming Co.'s bankruptcy case
because it was filed in bad faith.  A hearing on the motion to
dismiss is set for June 10.

According to the report, the gambling regulators denied license
renewal to Iowa Gaming and said in their request that unless the
company succeeds in either bankruptcy court or state court, the
casino must cease operations on July 1.  The regulators said that
an Iowa state-court judge rejected the casino's plea three months
ago for an extension of the license and argued that the bankruptcy
court has no power to force them to issue a license, the report
related.

                         About Iowa Gaming

Iowa Gaming Company, LLC, and Belle of Sioux City, L.P., sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 14-13904) in
Reading, Pennsylvania, on May 14, 2014 following a decision by the
Iowa Racing and Gaming Commission to close down Belle's casino by
July 2014.

Belle of Sioux City has owned and operated the Argosy riverboat
casino in Sioux City, Iowa since 1994.  Iowa Gaming is Belle's
general partner, and it is an indirect subsidiary of Penn National
Gaming, Inc.  Iowa Gaming and Penn manage Belle, and they operate
out of Penn's corporate offices located in Wyomissing,
Pennsylvania.

The Debtors have tapped Stevens & Lee, P.C. as counsel; Quinn
Emanuel Urquhart & Sullivan, LLP, as co-counsel; and Province,
Inc. as financial advisor.

Belle and Iowa Gaming each estimated at least $50 million in
assets and less than $10 million in liabilities.  According to
Belle's financial records, Belle has an intercompany receivable of
$47 million from Penn National.


J.C. PENNEY: Moody's Rates New Revolving Credit Facility 'B1'
-------------------------------------------------------------
Moody's Investors Service rated J.C. Penney Corporation, Inc.'s
proposed asset based revolving credit facility at B1 and its
proposed asset based term loan at B2. At the same time, Moody's
affirmed J.C. Penney Company, Inc.'s Caa1 Corporate Family Rating
("CFR"), Caa1-PD Probability of Default Rating, and SGL-3
Speculative Grade Liquidity rating. The rating outlook remains
negative.

The following ratings are assigned subject to receipt and review
of final documentation:

For J.C. Penney Corporation, Inc.:

Proposed asset based revolving credit facility due June 2019 at B1
(LGD 2, 24%)

Proposed asset based "first in last out" term loan due June 2019
at B2 (LGD 2, 28%)

The following ratings are affirmed:

For J.C. Penney Company, Inc.

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

Speculative Grade Liquidity rating at SGL-3

For J.C. Penney Corporation, Inc.

$2.2 billion term loan due 2018 at B2 (LGD 2, to 28% from 26%)

Senior unsecured notes at Caa2 (LGD 5, to 81% from 80%)

Senior unsecured shelf at (P) Caa2

Senior unsecured MTN at (P) Caa2

Ratings Rationale

The proceeds of the proposed facilities will be used to refinance
the existing asset based revolving credit facility including its
current borrowings of $650 million and any letters of credit
outstanding. Moody's estimates that the proposed facilities will
provide up to $500 million on incremental liquidity during J.C.
Penney's seasonal peak.

The proposed asset based revolving credit facility is rated B1,
three notches higher than J.C. Penney's Caa1 CFR, due to its
position as the most senior debt in the capital structure given
its first lien on accounts receivable and inventory and that it is
first in terms of priority of payment ahead of the asset based
term loan. Given the terms of the asset based revolving credit
facility structure, Moody's has applied a one notch lift to the
LGD methodology in accordance with Moody's practice for rating
asset based facilities. The proposed term loan is rated B2, one
notch below the asset based revolving credit facility and at the
same level as the $2.2 billion real estate secured term loan, as
it is second in terms of payment and thus is not eligible for the
one notch lift to the LGD methodology. However, the proposed asset
based term loan shares in the revolving credit facility collateral
as it also has a first lien on accounts receivable and inventory.

J.C. Penney's Caa1 Corporate Family Rating continues to reflects
Moody's belief that its sales reached bottom in 2013 and that it
is likely to generate a low-to-mid-single digit sales growth in
2014. However, J.C. Penney needs to drive a very meaningful
improvement in its gross margin before it will be able to achieve
break even operating profit. The Caa1 Corporate Family Rating
acknowledges that Moody's expects J.C. Penney will continue to
generate operating losses over the next twelve to eighteen months,
but the operating losses will be at a significantly lower level.
The rating also incorporates the significant weakness in J.C.
Penney's credit metrics. The rating is supported by Moody's
opinion that J.C. Penney's adequate liquidity and lack of near
dated debt maturities provide it with the time to grow both sales,
gross margins, and free cash flow. Given J.C. Penney's reduced
level of capital expenditures and better inventory management,
Moody's estimates that it will likely burn about $250 million of
free cash flow under Moody's base case scenario. Under a downside
scenario there is the potential for it to burn over $425 million
in free cash flow while under an optimistic scenario it could
generate break even free cash flow. Moody's believe J.C. Penney's
$1.2 billion in cash at May 3, 2014 and its proposed $2.35 billion
asset based credit facility provide it with adequate liquidity
that can support the potential range of free cash flow burn. J.C.
Penney's nearest debt maturity is not until 2015 when its $200
million 6.875% medium term notes mature.

The negative rating outlook acknowledges J.C. Penney's very weak
interest coverage and ongoing operating losses.

Given the negative outlook, an upgrade is unlikely at the present
time. In time, the outlook could return to stable should the
company evidence stability in sales while showing an improvement
in gross margin such that operating losses will begin to approach
break even while maintaining adequate liquidity. Over time,
ratings could be upgraded should earnings improve such that it
becomes likely that debt to EBITDA will remain below 7.25 times
and EBITA to interest expense approaches 1.0 time. Ratings could
be downgraded should J.C. Penney's liquidity erode, should its
sales and earnings not continue to evidence signs improvement, or
should the overall probability of default increase.

The principal methodology used in this rating was Global Retail
Industry 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.

J.C. Penney Company, Inc. is a U.S. department store operator with
about 1,100 locations in the United States and Puerto Rico.


JACK COOPER: S&P Lowers CCR to 'CCC+' on Debt Financed Dividend
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Jack Cooper Holdings Corp. to 'CCC+' from 'B-'.  The
outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured notes due 2020 to 'CCC+' from 'B-' and
revised the recovery rating to '3' from '4'.  The '3' recovery
rating indicates S&P's expectation for meaningful recovery (50%-
70%) of principal in the event of a payment default scenario.

S&P also assigned its 'CCC-' issue-level rating and '6' recovery
rating to the company's proposed $150 million senior PIK toggle
notes due 2019, issued through JCH Parent Inc.  The '6' recovery
rating indicates S&P's expectation for minimal recovery (0%-10%)
of principal in a payment default scenario.

"The rating actions reflect the Jack Cooper's increased leverage,
following its issuance of a debt-financed dividend, from an
already highly leveraged financial profile," said Standard &
Poor's credit analyst Anita Ogbara.  "The rating on the company
also reflects its limited customer diversity and participation in
the capital-intensive, price competitive, and cyclical trucking
sector.  The company's market position as the largest car hauler
in the U.S. only partly offsets these weaknesses," added Ms.
Ogbara.

S&P characterizes the company's business risk profile as
"vulnerable" and its financial risk profile as "highly leveraged,"
based on S&P's criteria.  Despite the company's "adequate"
liquidity position, S&P views Jack Cooper's capital structure and
long-term ability to meet its financial commitments as
unsustainable, absent a significant improvement in the company's
operations and financial results.


JACKSONVILLE BANCORP: Chief Credit Officer Resigns
--------------------------------------------------
Margaret A. Incandela delivered on June 2, 2014, to Jacksonville
Bancorp, Inc., a notice of her resignation as executive vice
president and chief credit officer of the Company and The
Jacksonville Bank, its wholly owned subsidiary.  The Company is
working with Ms. Incandela to establish an orderly transition
process.  Ms. Incandela's resignation is expected to be effective
in no less than 90 days.

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million on $22.93 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss available to common shareholders of $43.04 million on $26.25
million of total interest income for the year ended Dec. 31, 2012.
The Company reported a net loss available to common shareholders
of $24.05 million in 2011.  The Company's balance sheet at
March 31, 2014, showed $496.77 million in total assets, $462.27
million in total liabilities and $34.50 million in total
shareholders' equity.


LABORATORY PARTNERS: Disclosures Approved; Plan Hearing on July 9
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the disclosure statement explaining Laboratory Partners, Inc.'s
Chapter 11 plan and scheduled a July 9, 2014, confirmation
hearing, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, reported.

The Plan provides that only the prepetition lender holding secured
claims is entitled to vote.  The rest of the creditors, including
general unsecured creditors, are unimpaired, will receive nothing
under the Plan, and are not entitled to vote.

Before the confirmation hearing, the Court will convene a hearing
on June 11 to consider approval of the Debtor's motion seeking
authority to sell its long-term care division assets to Amerathon,
LLC, a joint venture between American Health Associates, Inc., and
the Debtor's prepetition senior secured lender.  Amerathon will
buy the unit in exchange for a total of $5.5 million in secured
debt, Mr. Rochelle said.  The Long-Term Care Division is the
Debtor's only remaining business, having sold its Talon and Union
Hospital Divisions earlier this year.

A full-text copy of the Disclosure Statement dated May 21 is
available at http://bankrupt.com/misc/MEDLABds0521.pdf

                   About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.  In its assets, the Debtor disclosed
$43,034,702.91 in total assets and at least $132,357,067.42 (plus
unknown) in total liabilities.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.  The Court also authorized the Debtors to
sell certain of their assets relating to their nuclear medicine
business to Union Hospital, Inc.


LAKELAND DEVELOPMENT: Court Orders Modification of RDX Agreement
----------------------------------------------------------------
RDX Technologies Corporation, a water treatment and energy
technology company, on June 3 announced a debt facility granted by
Sigma Opportunity Fund managed by Sigma Capital Partners, and the
scheduling of the Santa Fe Springs excess property sale closing
through subsidiary Ridgeline Energy (USA), Inc.

The new $ 3.3 million dollar debt facility carries an interest
rate of 5%.  The Company will use the funds as a foundation to
support manufacturing operations in Scottsdale Arizona and
expanding Midland-Odessa Texas operations.

Maydan Rothblum, Managing Director, stated, "Sigma Capital
Partners is pleased to be working with RDX.  We look forward to
supporting their growth and expanding our business relationship in
the coming months and years.  RDX is executing a well-designed,
multi-faceted, plan for profitable growth in a manner that fits
our business and investment standards."

Dennis M. Danzik, RDX Chief Executive Offer stated, "Sigma is a
respected, transparent, foundational investment partner with RDX
and everyone on our team is very proud that Sigma chose RDX as a
customer.  It is now our responsibility as a Company to remain
creditworthy and grow our ability to use debt wisely and put
borrowed capital to work for growth and shareholder value."

The Company also announced that the bankruptcy court supervising
the Lakeland bankruptcy has signed the final court order modifying
the agreement between the Company and Lakeland on certain
remediation income on May 29.  The expected closing of the real
estate sale will be the week of June 16, but is subject to change
based on escrow and closing items.  Total proceeds from the sale
are approximately $ 12.4MM.  A detailed news release will follow
the closing.

Mr. Danzik added, "The debt facility through Sigma allows large
and expanding projects to continue and not impact our near term
balance sheet strength.  As a Company, it is most important that
our plan to substantially change the way the balance sheet and
cash was handled in the past, by always remaining focused on how
capital is put to work.  This effort has taken us over one year to
implement and we will now have our major foundational work
complete and can begin leveraging our position for growth."

                 About Lakeland Development Company

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LATEX FOAM: Section 341(a) Meeting Set on June 30
-------------------------------------------------
A meeting of creditors in the bankrtupcy case of Latex Foam
International, LLC, will be held on June 30, 2014, at 9:00 a.m. at
Office of the UST.  Creditors have until Sept. 29, 2014, to submit
their proofs of claim.

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

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

Latex Foam International, LLC, and four of its affiliates filed
separate Chapter 11 petitions (Bankr. D. Conn. Case Nos. 14-50845
to 14-50849) on May 30, 2014.  The petitions were signed by David
Fisher as president.  Zeisler & Zeisler, P.C., serves as the
Debtors' counsel. The Debtors estimated assets and debts of at
least $10 million.


LATEX FOAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.
     ------                                      --------
     Latex Foam International, LLC               14-50845
     510 River Road
     Shelton, CT 06484

     Pure Latex Bliss LLC                        14-50846

     Latex Foam International Holdings, Inc.     14-50847

     PLB Holdings, LLC                           14-50848

     Latex Foam Assets Acquisition, LLC          14-50849

Type of Business: Manufacturer of foam mattresses and components
                  for mattresses.

Chapter 11 Petition Date: May 30, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtors' Counsel: James Berman, Esq.
                  Craig I. Lifland, Esq.
                  ZEISLER & ZEISLER, P.C.
                  10 Middle Street, 15th Floor
                  Bridgeport, CT 06604
                  Tel.: 203-368-4234
                  Fax: 203-549-0960
                  Email: jberman@zeislaw.com
                         clifland@zeislaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petitions were signed by David Fisher, president.

List of Latex Foam International, LLC's 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
State of Connecticut                                  $2,500,000

Dept. of Economic & Comm Dev.
505 Hudson Street
Hartford, CT 06106

BASF Corporation                   Business Debt        $951,631
Attn: Pres, GP or Mang
Membr
PO Box 360941
Pittsburgh, PA 15251-6941

Pouschine Cook Cap. Mgmt., LLC     Business Debt        $919,874
Attn: Pres, GP or Mang
Member 375 Park Avenue
Suite 3408
New York, NY 10152

Goodyear Tire & Rubber Co.         Business Debt        $597,941
Attn: Pres, GP or Mang
Membr
Reference: 2290
P.O. Box 100605
Atlanta, GA 30384-0605

UI Co. #010-0000217-176            Business Debt        $365,057
Attn: Pres, GP or Mang
Membr
P.O. Box 9230
Chelsea, MA 02150-9230

Monroe Staffing Services LLC       Business Debt        $324,563
Attn: Pres, GP or Mang
Membr
PO Box 60839
Charlotte, NC 28260-0839

Tiarco Chemical Division           Business Debt        $292,177
Attn: Pres, GP or Mang
Membr
PO Box 281995
Atlanta, GA 30384-1995

Tradebe Environmental Services     Business Debt        $207,753

Unisource WorldWide Inc.           Business Debt        $202,173

State of Texas                     Business Debt        $190,000

Absolutely Knits, Inc.             Business Debt        $166,351

Craft Click, Inc.                  Business Debt        $161,000

William Bassett                    Business Debt        $161,000

RCMA Americas, Inc.                Business Debt        $158,715

Coffey, Richard J.                 Business Debt        $154,000

Wiggin & Dana LLP                  Business Debt        $136,480

Gareth Clarke                      Business Debt        $134,167

Phoenix Holdings, LLC              Business Debt        $125,131

Unicorr Packaging Group, Inc.      Business Debt        $123,554

Wichita Falls, TX (Cash for
Jobs)                              Business Debt        $108,066


LOUISIANA-PACIFIC CORP: Moody's Hikes Corp. Family Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded Louisiana-Pacific Corporation's
("LP") corporate family rating (CFR) to Ba2 from Ba3, probability
of default rating (PDR) to Ba2-PD from Ba3-PD and senior unsecured
bond rating to Ba3 from B1. The rating outlook is stable and the
speculative grade liquidity rating remains unchanged at SGL-1. The
upgrade reflects expectations of continued strong financial
performance as the US housing market returns to trend levels over
the next 2-3 years.

Upgrades:

Issuer: Louisiana-Pacific Corporation

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Corporate Family Rating, Upgraded to Ba2 from Ba3

Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Upgraded to
Ba3 from B1

Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Upgraded to
a range of LGD4, 65 % from a range of LGD5, 78 %

Outlook Actions:

Issuer: Louisiana-Pacific Corporation

Outlook, Remains Stable

Ratings Rationale

LP's Ba2 corporate family rating reflects the company's strong
credit protection metrics and liquidity position, combined with a
leading market position and broad North American footprint in the
production and sale of oriented strand board (OSB), engineered
wood products and wood siding. LP controls about 20% of the OSB
market in North America and the company has an increasing Latin
American manufacturing presence. This is tempered by the
significant volatility in pricing and demand for OSB, and the
significant exposure to the US housing market. Moody's expects the
company will generate volatile, yet strong credit metrics as the
US housing market continues to improve towards trend levels.

LP's SGL-1 speculative grade liquidity rating reflects the
company's strong liquidity with about $300 million of cash (March
2014 cash of $552 million net of a $250 million minimum cash
covenant), no borrowings under its $200 million committed
revolving credit facility (which will mature in December 2018).
Moody's estimates the company will generate free cash flow of over
$80 million over the next year. Moody's expect LP to remain in
compliance with its financial covenants and the company has no
significant debt maturities over the next several years.

The stable outlook is based on Moody's expectation that LP will
continue to generate strong operating performance over the next
12-18 months. It incorporates Moody's expectation that the
financial performance of the company will remain volatile, but
will benefit from improving US housing starts. This is tempered by
Moody's uncertainty regarding the pace of idled industry wood
products capacity being restarted over the next several years.

An upgrade would require a reduction in the volatility of the
company's financial performance through additional product or
geographic diversification away from US housing, while maintaining
strong leverage (RCF/TD) and interest coverage measures above 20%
and 4.5x, respectively, (adjusted per Moody's standard
definitions) on a sustainable basis. The rating could be lowered
if the company's liquidity deteriorates and if RCF/TD and interest
coverage measures drop below 12% and 3x for a sustained period of
time.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in October
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 Nashville, Tennessee, LP is a leading
manufacturer and distributor of wood-based building materials. It
is North America's largest producer of OSB (oriented strand board)
with an approximate 20% market share (based on production). Most
of LP's products are used in new home construction, repair and
remodeling and manufactured housing.


LUPATECH SA: June 26 Hearing on Chapter 15 Recognition
------------------------------------------------------
In the Chapter 15 cases of Lupatech S.A., and its four affiliates,
Judge Stuart M. Bernstein on May 27 entered an order granting
provisional, injunctive and related relief pursuant to Sections
1519 and 105(a) of the Bankruptcy Code.  The Provisional Order,
among other things, enjoins actions in the U.S. in contravention
of orders of the court in Sao Paulo, Brazil, where Lupatech's
restructuring proceedings are pending, from the date of entry of
the provisional order through and including the date of the
hearing to consider Chapter 15 recognition of the Brazilian cases.

Also on May 27, Judge Bernstein directed the joint administration
of the Debtors' Chapter 15 cases.

The Court will hold a hearing June 26 at 10:00 a.m (prevailing
Eastern Time) to consider approval of the Chapter 15 petition and
granting recognition of the case as a foreign main proceeding
under Chapter 15.  Responses or objections to the Chapter 15
petition or the Recognition Motion filed by Lupatech's foreign
representative are due June 19.

All holders of Lupatech Finance Limited's 9.875% Guaranteed
Perpetual Bonds are eligible to exchange their unsecured bonds for
new debt and equity securities.  Ricardo Doebell, in his capacity
as the foreign representative, anticipates that unsecured bonds
that are not tendered for exchange into new securities by the
applicable deadline will be extinguished.  Mr. Doebell is
encouraging all holders of the unsecured bonds that have not
already done so to tender their unsecured bonds.

More information or assistance in tendering the unsecured bonds in
exchange for new securities may be obtained at:

     THE GARDEN CITY GROUP INC
     P.O. Box 10024
     Dublin, OH 43017-6624 (by email)
     Tel: 800-203-4910 (domestic telephone call)
          614-763-6114 (international telephone call)

Objections to the Chapter 15 petition or the Recogition Motion
must be served to:

     -- SHEARMAN & STERLING LLP
        Douglas P. Bartner, Esq.
        Robert A. Britton, Esq.
        599 Lexington Avenue
        New York, NY 10022
        E-mail: robert.britton@shearman.com

     -- EMMET MARVIN & MARTIN LLP
        Edward P. Zujkowski, Esq.
        120 Broadway, 32nd Floor
        New York, NY 10271
        E-mail: ezujkowski@emmetmarvin.com

     -- BINGHAM McCUTCHEN LLP
        Timothy B. DeSieno, Esq.
        399 Park Avenue
        New York, NY 10022-4689
        E-mail: tim.desieno@bingham.com

As reported by the Troubled Company Reporter, Lupatech is seeking
U.S. recognition of its restructuring proceedings in Brazil to
implement a joint prepackaged reorganization plan negotiated with
creditors.  Lupatech owes US$302.5 million on unsecured bonds and
US$179.1 million on unsecured debentures that are 92.5 percent-
held by BNDES Participacoes S.A. -- BNDESPAR -- a wholly owned
subsidiary of the Brazilian Development Bank.  The Plan filed in
the Federative Republic of Brazil does not directly affect any of
the Debtors' stakeholders except the bondholders.  The Plan has
been accepted by holders of $237.9 million of the total principal
amount of unsecured bonds, representing 86.52% in principal amount
of the unsecured bonds.

The Plan proposes to give bondholders new notes for 15 percent of
the existing debt.  For the other 85 percent, the noteholders
receive shares in Lupatech's capital stock, or American Depositary
Shares ("ADS").  The ADSs and shares will be issued at an exchange
price equal to R$0.25 per share, and in an aggregate amount equal
to 85% of the outstanding aggregate principal and accrued and
unpaid interest under the unsecured bonds.  Lupatech S.A.'s
existing shareholders hold a right of first refusal over the
issuance of the shares, and may elect to exercise such right to
acquire such shares at face value for cash at the stated exchange
price of R$0.25 per Share.

Because of significant creditor support, which satisfies relevant
approval thresholds under the Brazilian Business Recovery Law, and
because to date the Debtors have received no objections to the
Plan in the Brazilian Proceeding, the Debtors anticipate that the
Brazilian Court will homologate the Plan.

The consensual resolution of a significant amount of the Lupatech
Group's debt other than the Unsecured Bonds is a condition
precedent to the effectiveness of the Plan.  Most significantly,
BNDESPAR and, potentially, other holders of the Debentures must
agree to exchange their Debentures into new real denominated
debentures representing 15% of the aggregate outstanding amount of
the Debentures and, if they so elect, Shares in an aggregate
amount equal to 85% of the outstanding aggregate principal amount
and accrued and unpaid interest under the Debentures at the
exchange price of R$0.25 per Share.  BNDESPAR may not hold more
than 33% of Lupatech S.A.'s issued share capital, and the Proposed
Plan provides that it therefore may be issued additional new real
denominated debentures representing its right to additional equity
if the conversion described above would otherwise lead to its
holding more than 33% of Lupatech S.A.'s Shares.

In addition, (a) no less than R$52 million of the Lupatech Group's
secured debt must be restructured by a six-year extension of
maturity, (b) no less than R$15 million of the Lupatech Group's
unsecured debt owed to parties affiliated with the current
shareholders of Lupatech S.A. must be restructured on terms
identical to the restructuring of the Debentures, and (c) no less
than R$192 million of the Lupatech Group's unsecured or partially
secured debt must be exchanged for either (i) debt bearing an
interest rate of 3.00% per annum, with payments commencing four
years from the effective date of the Plan and principal amortized
over a period of eight years commencing with the first payment of
such debt, or (ii) Shares at the exchange price of R$0.25 per
Share.

                       Road to Bankruptcy

According to CEO Ricardo Doebeli, the Lupatech Group's current
financial distress is the result of several factors, including an
aggressive process of more than 20 acquisitions mostly executed
prior to the 2008 global financial crisis, a lack of integration
between units with significant synergy potential, the global
economic crisis that commenced in 2008, intense international
competition, excessive leverage in light of economic conditions,
and changes in the investment plans of Petroleo Brasileiro S.A.,
or Petrobras, Brazil's state-owned oil company and the Lupatech
Group's single largest customer.

Lupatech's operations focused predominantly on manufacturing
operations until 2006.  Following its public offering in 2006,
which increased its financial resources, the Lupatech Group began
to expand its activities through the acquisition of several
companies whose operations were geared toward oil services
operations.  Proceeds from the issuance of the Unsecured Bonds and
the Debentures were also used, in large part, to fund such
acquisitions, which substantially increased the Lupatech Group's
total indebtedness.

The global financial crisis that began in 2008 led to lower than
expected utilization of all of the Lupatech Group's plants,
equipment, and services.  This low utilization rate combined with
increased leverage from debt issuances contributed to a rapid
deterioration of the Lupatech Group's financial position.

Since at least early 2012, the Lupatech Group has been
experiencing serious liquidity shortfalls and, as a result, it has
been unable to make investments necessary to grow its operations
and reduce its backlog.  At the same time, marked appreciation of
the U.S. dollar versus the Brazilian real has significantly
increased costs associated with interest expense on the Unsecured
Bonds in terms of Lupatech's consolidated Brazilian real results.

Lupatech S.A. has been unable to fund any payments on the
Debentures since 2012.  On April 10, 2013, the Lupatech Group
announced publicly that it would be unable to pay interest due on
the Unsecured Bonds.

In early 2013, the Lupatech Group began to engage in negotiations
with its significant creditor constituencies, including a subset
of the Bondholders led by BroadSpan Capital and BNDESPAR.  During
this period, the Lupatech Group engaged Bank of America Merrill
Lynch Banco Multiplo S.A. as a financial advisor to assist in
negotiations with its significant creditor groups.  Those
negotiations eventually led to the agreements that form the basis
for the commencement of the Brazilian proceeding and the Chapter
15 cases.

                        About Lupatech SA

Lupatech Group is a Brazilian provider of highly technical
components and related specialized services principally within the
oil, gas, and foundry industries in Latin America and throughout
the world.  Lupatech's operations began in 1980 in Brazil and
currently consist of 32 separate business units organized into two
main business segments, divided into three countries in Latin
America -- Brazil, Colombia and Argentina.

Lupatech S.A. and its affiliates filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 14-11559) in Manhattan,
New York on May 23, 2014, so the U.S. court can enforce a debt-
reduction plan nearing approval in Brazil.

Based in Nova Odessa in the State of Sao Paulo, Lupatech owes
US$302.5 million on unsecured bonds and US$179.1 million on
unsecured debentures that are 92.5 percent-held by Brazilian
Development Bank.

Lupatech's total indebtedness at the end of the fourth quarter of
2013 was US$851.1 million.  As of Dec. 31, 2013, the Lupatech
Group reported current assets of US$161.2 million and current
liabilities of US$754.4 million.  For 2013, Lupatech reported
total revenue of US$241.3 million.

Lupatech and its affiliates are seeking joint administration of
their Chapter 15 cases.  Ricardo Doebeli is the CEO and Lupatech
serves as the foreign representative in the U.S.  Lupatech's
counsel in the Chapter 15 case is Douglas P. Bartner, Esq., at
Shearman & Sterling LLP, in New York.  The Garden City Group,
Inc., is the agent under the proposed plan.


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

     Debtor                                      Case No.
     ------                                      --------
     LV Paradise I LLC                           14-12799
     16661 Ventura Blvd
     Encino, CA 91436

     LV Paradise II, LLC                         14-12800
     16661 Ventura Blvd.
     Encino, CA 91436

Chapter 11 Petition Date: June 2, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe (14-12799)
            Victoria S. Kaufman (14-12800)

Debtor's Counsel: Danielle A Pham, Esq.
                  GORDON SILVER
                  1888 Century Park East, Suite 1500
                  Los Angeles, CA 90067
                  Tel: 702-796-5555
                  Fax: 702-369-2666
                  Email: dpham@gordonsilver.com

                                    Estimated      Estimated
                                      Assets      Liabilities
                                    ----------    -----------
LV Paradise I                       $1MM-$10MM    $1MM-$10MM
LV Paradise II, LLC                 $1MM-$10MM    $1MM-$10MM

The petitions were signed by Raymond Yashouafar, manager.

A list of LV Paradise I's 10 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-12799.pdf

A list of LV Paradise II's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-12800.pdf


MANJIT SANDHU: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Manjit Sandhu Mohinder Sandhu et al LP,
        a Limited Partnership
           aka Sandhu Subway Partnership
        9000 Crow Canyon Rd. #A
        Danville, CA 94506

Case No.: 14-42415

Nature of Business: Operates a fast food restaurant

Chapter 11 Petition Date: June 2, 2014

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Hon. Roger L. Efremsky

Debtor's Counsel: Badma Gutchinov, Esq.
                  LAW OFFICES OF BADMA GUTCHINOV
                  P. O. Box 16431
                  San Francisco, CA 94116-0431
                  Tel: (415) 572-7075
                  Email: gutchinov@gmail.com

Total Assets: $24,567

Total Liabilities: $1.31 million

The petition was signed by Manjit S. Sandhu, partner.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb14-42415.pdf


MCKINNON INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: McKinnon Investments, LLC
           aka Grand Avenue Office Park
           aka Parkway Professional Office Suite
        821 Grand Avenue Parkway, Suite 100
        Pflugerville, TX 78660-2197

Case No.: 14-10885

Chapter 11 Petition Date: June 2, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Christopher H. Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  FRANK B. LYON - ATTORNEY AT LAW
                  Two Far West Plaza #170
                  3508 Far West Blvd.
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 697-0047
                  Email: franklyon@me.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Douglas McKinnon, manager member.

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


MEE APPAREL: Court Approves $12-Mil. Sale of Assets to Suchman
--------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey approved the sale of MEE Apparel LLC and
MEE Direct LLC's assets to Suchman, LLC, for $12 million, plus the
assumption of certain liabilities.

At the Closing, the Buyer will deposit for the benefit of general
unsecured creditors the sum of $1 million to be disbursed pursuant
to a plan of liquidation, with such plan of liquidation to provide
that (a) insiders of the Debtors, including, but not limited to,
Seth Gerszberg, any individual  related to Seth Gerszberg by blood
or marriage, any entity in which Seth Gerszberg or Emily  Holton
have at least a 50% ownership interest; Suchman LLC, 3TAC LLC, and
Ecko Asia Trading Ltd., will waive all claims against the Debtors'
estates and not share in the distribution thereof; and (b) the
distributions from the GUC Distribution Account will be made by a
plan administrator whom will be jointly selected by the Debtors
and the Official Committee of Unsecured Creditors.

As previously reported by The Troubled Company Reporter, MEE
Apparel cancelled its May 21 auction due to a lack of competing
bids.  Bill Rochelle, the bankruptcy columnist for Bloomberg News,
noted that MEE Apparel obtained approval of the sale of its assets
less than two months after its Chapter 11 filing.

                        About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have a deal to sell the assets to owner and lender
Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned
auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.


MICHAELS STORES: Posts $56 Million Net Income in First Quarter
--------------------------------------------------------------
Michaels Stores, inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $56 million on $1.05 billion of net sales for the quarter ended
May 3, 2014, as compared with net income of $46 million on $993
million of net sales for the quarter ended May 4, 2013.

The Company's balance sheet at May 3, 2014, showed $1.70 billion
in total assets, $3.64 billion in total liabilities and a $1.94
billion total stockholders' deficit.

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

                        http://is.gd/OeZokA

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

Michaels Stores reported net income of $264 million for the fiscal
year ended Feb. 1, 2014, as compared with net income of $200
million for the fiscal year ended Feb. 2, 2013.

                           *     *     *

Michaels Stores carries a 'B2' corporate family rating from
Moody's Investors Service and 'B' corporate credit rating from
Standard & Poor's Ratings Services.


MICHAELS STORES: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Irving, Texas-based specialty retailer Michaels
Stores Inc.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to Michaels' proposed $850 million term loan B due
2020.  The '2' recovery rating indicates S&P's expectation for
substantial recovery (70% to 90%) in the event of default.

In addition, S&P lowered its issue-level rating on the company's
existing $1.64 billion bank loan due 2020 to 'B+' from 'BB-'.  S&P
also lowered the recovery rating to '2' from '1'.

At the same time, S&P lowered its issue-level rating on the
company's $1 billion senior unsecured notes due 2018 to 'CCC+'
from 'B' and revised the recovery rating to '6' from '4'.  The '6'
recovery rating indicates S&P's expectation that noteholders would
receive negligible recovery (0% to 10%) in the event of a payment
default.

S&P also affirmed its 'CCC+' issue-level ratings on the company's
$260 million senior subordinated notes due 2020 and $800 million
paid-in-kind (PIK) toggle notes due 2018.  The recovery ratings on
both issues remain '6'.

"In our view, this is a leverage-neutral transaction, despite the
addition of an incremental $50 million of debt for breakage
costs," said Standard & Poor's credit analyst Kristina Koltunicki.
"Even though we expect the proposed refinancing will save the
company interest expense on the specific debt issue, we do not
anticipate it to have a considerable impact on consolidated credit
protection measures.  We recognize that the issuance of the $850
million term loan is contingent on a successful IPO; however, we
do not expect any potential modest debt repayment to the company's
holdco notes to immediately affect the ratings."

Michaels has a leading position in the competitive and highly
fragmented arts and crafts industry, significant earnings
seasonality, and its strong private-label product mix.

The stable outlook reflects Standard & Poor's view that operating
performance will continue to improve over the next 12 months as
the company increases revenues and leverages fixed costs; however,
credit protection measures will likely remain in line with a
"highly leveraged" financial risk profile.  Michaels' parent
company currently has an S-1 filing for an IPO outstanding; any
upside to S&P's ratings would require execution of an IPO and
substantial debt repayment.


MICROVISION INC: Files Conflict Minerals Report for 2013
--------------------------------------------------------
Microvision, Inc., filed with the U.S. Securities and Exchange
Commission a specialized disclosure report on Form SD pursuant to
Rule 13p-1 promulgated under the Securities Exchange Act of 1934
for the reporting period Jan. 1, 2013, to Dec. 31, 2013.

The Securities and Exchange Commission, in August 2012, adopted a
rule mandated by the Dodd-Frank Wall Street Reform and Consumer
Protection Act to require companies to publicly disclose their use
of conflict minerals that originated in the Democratic Republic of
the Congo (DRC) or an adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"We have conducted a good faith reasonable country of origin
inquiry by contacting and making inquiries of our suppliers," the
Company stated in the Report.

"Following this inquiry, notwithstanding the responses we have yet
to receive from suppliers, we do not have reason to believe that
the Conflicts Minerals that are necessary to the functionality or
production of products that we may be considered to manufacture or
contract to manufacture may have originated in the Covered
Countries," the Company added.

A full-text copy of Form SD is available for free at:

                         http://is.gd/ZBc2w2

                       About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

MicroVision reported a net loss of $13.17 million in 2013, as
compared with a net loss of $22.69 million in 2012.

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


MOMENTIVE PERFORMANCE: Files Conflict Minerals Report
-----------------------------------------------------
Momentive Performance Materials Inc. filed with the Securities and
Exchange Commission a Form SD Specialized Disclosure Report called
"Conflict Minerals Disclosure and Report".

Momentive said it conducted a good faith investigation in
connection with the products it manufactured or contracted to be
manufactured in the period from January 1 to December 31, 2013, to
determine whether any products contain conflict minerals and
whether any conflict minerals are necessary to the functionality
or production of the products. Conflict minerals are defined as
columbite-tantalite (coltan), cassiterite, gold, wolframite, or
their derivatives, which are limited to tantalum, tin, and
tungsten. The Company conducted the investigation utilizing its
SAP product database and the investigation showed that eight
product families within the Silicones and Quartz segments contain
minor amounts of raw materials that do or may contain trace
amounts of tantalum, tin, tungsten and gold that are necessary to
the functionality or the production of the product. Out of
approximately 800 suppliers of raw materials, the Company was able
to identify 18 that provide products that may contain a conflict
mineral. These purchases account for approximately $19.5 million,
or 2% of the Company?s total raw material purchases for the period
covered by this report.

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

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

A copy of the Conflict Minerals Disclosure and Report is available
at http://is.gd/VQb55T

                   About Momentive Performance

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.


MOOG INC: S&P Retains 'BB+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' issue
rating on Moog Inc.'s secured revolving credit facility, which the
company recently increased to $1.1 billion from $900 million.  The
'2' recovery rating on the debt is unchanged and reflects S&P's
expectation for substantial recovery (70%-90%) in the event of a
payment default.

"Our rating on Moog reflects the company's significant niche
positions within the cyclical and competitive commercial aerospace
and industrial markets, its modest scale and scope of operations
compared with other companies in the aerospace and defense
industry, and its credit ratios, which we expect will be
appropriate for the rating, including the impact of any
acquisitions," S&P said.  S&P assess the company's business risk
as "satisfactory," its financial risk as "intermediate," and its
liquidity as "adequate."

RATINGS LIST

Moog Inc.
Corporate Credit Rating                            BB+/Stable/--

Ratings Affirmed
Moog Inc.
$1.1 billion secured revolving credit facility*    BBB-
  Recovery Rating                                   2

* Upsized amount.


NPS PHARMACEUTICALS: Denies Report on Alleged Shire Acquisition
---------------------------------------------------------------
NPS Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form 8-K concerning reports on Shire Plc's
offer to acquire the Company.

"Although it is generally NPS Pharmaceuticals, Inc.'s policy not
to comment on media speculation and market rumors, in light of the
erroneous press reports that Shire Plc has had communications with
NPS concerning a purported offer by Shire to acquire NPS, NPS
confirmed that to date NPS has not had any communication with
Shire or any representative of Shire concerning the acquisition of
NPS by Shire.  NPS intends to continue its policy of not
commenting on media speculation and market rumors and undertakes
no obligation to update the information contained in this Report,"
the Company said.

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS Pharmaceuticals reported a net loss of $13.50 million in 2013,
a net loss of $18.73 million in 2012 and a net loss of $36.26
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $279.49 million in total assets, $174.13 million in total
liabilities and $105.35 million in total stockholders' equity.


NW SYSTEMS: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: NW Systems, Inc.
        Principal Office
        1776 Eye Street, NW, Suite 943
        Washington, DC 20006

Case No.: 14-00308

Chapter 11 Petition Date: May 23, 2014

Court: United States Bankruptcy Court
       for the District of Columbia (Washington, D.C.)

Judge: Hon. Martin Teel, Jr.

Debtor's Counsel: Chalfrantz Evans Perry, Esq.
                  PERRY & ASSOCIATES, PLLC
                  505 Capitol Court, NE #100
                  Washington, DC 20002
                  Tel: 202-506-8122
                  Email: cevansperry@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jesus Rivera, president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb14-00308.pdf


OCEAN 4660: Ch.11 Trustee to Settle With Comerica Bank
------------------------------------------------------
Maria M. Yip, the Chapter 11 bankruptcy trustee for the bankruptcy
estate of Ocean 4660 LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to settle with
Comerica Bank providing a carve-out of approximately $450,000 from
the lien and claim, which funds will provide a material benefit
for creditors and the estate.

The Chapter 11 trustee notes that one condition of the settlement
is its Court approval on or before June 27, 2014.  An evidentiary
hearing is slated for June 12, 2014, at 2:30 p.m. at 299 E.
Broward Blvd Room 301 (JKO) in Fort Lauderdale, Florida.

According to the Chapter 11 trustee, the Debtor owed Comerica
$14,002,108 in principal, interest, default interest, attorney's
fees and costs under the terms of a secured loan.  Comerica has
filed proof of claim 13-1 in the case.

The Chapter 11 trustee says it marketed the Debtor's property for
sale, which was eventually sold for $17.0 million.  In connection
with closing, the Chapter 11 trustee disbursed $11,941,376 to
Comerica which sum satisfied the principal amount due on the
secured loan along with other amounts advanced by Comerica to
protect and preserve its interest in the Property as allowable
under a secured loan documents.  After payment of the sums to
Comerica, as well as other claims and expenses relating to the
sale, the estate retained approximately $3.6 million in net
proceeds from the sale of the property.

The Chapter 11 trustee relates it is in the process of reconciling
claims against the estate as well as investigating whether there
are any viable avoidance actions to pursue for the benefit of
the estate.  The Chapter 11 trustee seeks to compromise and pay
any and all remaining claims asserted by Comerica in this case.

The Chapter 11 trustee tells the Court that it believes that one
alleged creditor, Ken Frank, may object to the proposed
settlement.

Comerica Bank has retained as counsel:

  Joaquin J. Alemany, Esq.
  Jose A. Casal, Esq.
  Eric B. Funt, Esq.
  HOLLAND & KNIGHT
  515 East Las Olas Boulevard, Suite 1200
  Fort Lauderdale, FL 33301
  Tel: 954-525-1000
  Fax: 954-463-2030
  Email: joaquin.alemany@hklaw.com
         jose.casal@hklaw.com
         eric.funt@hklaw.com

A full-text copy of the Chapter 11 trustee's motion is available
for free at http://is.gd/x3Vfdw

                      About Ocean 4660

Ocean 4660, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-23165) in its hometown on June 2, 2013.  Rick Barreca
signed the petition as chief restructuring officer.  The Company
disclosed $15,762,871 in assets and $16,587,678 in liabilities as
of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., at the
law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OUTERWALL INC: Moody's Rates New Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 5- 72%) rating to
Outerwall Inc.'s new senior unsecured notes due 2021. The new
notes will be guaranteed by all of the company's wholly owned
domestic and material subsidiaries, and will be subordinated to
the company's senior secured credit facility. The notes rank pari
passu with Outerwall's existing $350 million senior unsecured
notes due 2019 and will have the same covenants as the existing
notes, including debt incurrence tests, restricted payments and
change of control. The assigned ratings are subject to review of
final documentation and successful close of the transaction. This
new debt issuance will not impact Outerwall's Ba2 Corporate Family
rating (CFR), Ba2 - PD Probability of Default rating or the SGL-1
Speculative Grade Liquidity rating. Outerwall's rating outlook is
stable.

Below is a summary of the rating actions:

Issuer: Outerwall Inc.

  $300 million Senior Unsecured Notes due 2021: Assigned Ba3,
  LGD5 - 72%

  $350 million Senior Unsecured Notes due 2019: LGD point
  estimate changed to LGD5 -- 72% from LGD4 -- 63%

Moody's believe the company is taking advantage of the low
interest rate environment to lock-in long term financing at
attractive coupons and bolster its liquidity position, which is
supported by a longer-dated maturity profile. Proceeds from the
notes issuance will be used to reduce borrowings under the senior
secured credit facility. The company also plans to amend and
extend its existing senior secured credit facility in a new five
year deal that includes a $150 million term loan and a $600
million revolver. Pro forma for the proposed transactions, at
3/31/2014, the company had $1 billion of total borrowings, which
include a $150 million senior secured term loan, $147 million
outstanding under the revolver and $650 million of senior
unsecured notes. Moody's expects the transaction will be
essentially leverage neutral and thereby will not impact
Outerwall's debt-to-EBITDA ratio of 2.3x (as of 3/31/2014,
incorporating Moody's standard adjustments).

Ratings Rationale

Outerwall's Ba2 CFR reflects its scale and strong market position
in the DVD rental business, with approximately 50% market share in
physical movie rentals. The rating also reflects the company's
leading position (in the U.S.) in the coin kiosk business, with
Outerwall being the only multi-national network of self service
coin counting machines. The company's competitive advantage in the
Redbox business is its ability to offer new releases at an
economic price prior to being available on streaming and pay-TV
channels. Moody's believe that in the long term, studios will
eventually give in to the increasing demand for streaming content
and allow new releases to be streamed earlier, which will risk
marginalizing Redbox, which constitutes over 85% of the company's
revenues and over 80% of segment EBITDA. The rating also
incorporates risks associated with the evolution of studio content
distribution and consumer content consumption to digital
platforms. In order to better compete with rivals in the field of
digital content distribution, the company launched its own hybrid
streaming and physical DVD service in partnership with Verizon
Communications, Inc. (Baa1 senior unsecured), although Verizon has
the right to acquire Outerwall's stake after February 2019.
Notably, Outerwall's current fundamental ratings are not heavily
influenced by investments made by the company in new automated
retail products, albeit, if successful, strategic initiatives such
as ecoATM could enhance business diversity and be accretive to
earnings in the long run. Accordingly, the recent divestiture of
three venture concepts is largely credit neutral, although
potential cash savings from the restructuring will allow Outerwall
flexibility to steer cash flows towards growing its core
businesses.

Debt-to-EBITDA leverage of 2.3x (as of 3/31/2014, incorporating
Moody's standard adjustments) is closer to the higher end of the
expected range for the Ba2 CFR but Moody's anticipates that
Outerwall's credit metrics will remain in line with its ratings
given the expectation that the company will manage debt increments
to the extent that debt-to-EBITDA remains within its publicly
stated leverage target of 1.75x-2.25x net debt leverage. The
rating is supported by its financial flexibility characterized by
moderate leverage, sustained free cash flow and solid liquidity as
well as the operating leverage provided by its flexible cost
structure and low maintenance capital expenditure requirements.

Rating Outlook

The stable outlook reflects Moody's expectation that the company
will continue to grow its physical DVD rental business, though at
a moderating pace, as studios are expected to maintain current
content distribution models in the intermediate term. It also
reflects Moody's expectation that the company will sustain
moderate adjusted leverage of under 2.5x and gross debt-to-EBITDA
will decline to the 2.2x range as a result of modest EBITDA growth
and mandatory debt pay downs over the next 12-18 months.

What Could Change the Rating -- UP

Ratings could be upgraded if the company sustains low leverage,
and if its partnership with Verizon experiences strong growth
(provided it has a path to material ownership of the partnership
in the long term) as well as its new products gain traction such
that its dependence on the physical DVD rental business is greatly
reduced.

What Could Change the Rating -- DOWN

Ratings could be downgraded if there is an acceleration of content
viewing on streaming platforms such that the company experiences
sustained declines in DVD rentals, if margins are significantly
pressured by increasing content costs or if adjusted leverage is
sustained over 2.75x.

Outerwall's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Outerwall's core industry
and believes Outerwall's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.
Outerwall Inc. (formerly named Coinstar, Inc.), with its
headquarters in Bellevue, Washington, is a leading provider of
automated retail solutions through its network of self-service
kiosks. Its offerings include Redbox, the company's largest
business, where consumers can rent movies and video games, its
Coin business where consumers can convert their coins to cash or
stored value cards, and its New Ventures business which identifies
and develops new concepts in automated retail. Outerwall's total
revenue in FY 2013 was $2.3 billion.


OUTERWALL INC: S&P Rates $300MM Sr. Unsecured Notes 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
senior unsecured rating to Bellevue, Wash.-based Outerwall Inc.'s
$300 million senior unsecured notes due 2021.  The recovery rating
is '6', indicating S&P's expectation for negligible (0-10%)
recovery in the event of a default.  The 'BB+' corporate credit
rating on Outerwall Inc. remains unchanged.  The outlook is
stable.

S&P expects the company to use proceeds from the proposed $300
million unsecured notes to refinance borrowings under its secured
credit facility.  In particular, proceeds will reduce the amount
of the term-loan facility to $150 million, from $335 million as of
March 31, 2014, while the remainder of the proceeds will reduce
borrowings under the $600 million revolver.  As such, S&P
anticipates total reported debt to be unchanged (about
$991 million as of March 31, 2014) following this transaction and
estimate pro forma debt-to-EBITDA leverage will continue to be
about 1.9x for the 12 months ended March 31, 2014.

S&P's ratings on the automated retail operator reflect its
assessment that the company's business risk profile continues to
be "weak" given the company's dependence on its video rental
business and on decisions made by movie studios, its participation
in the declining and highly competitive DVD rental industry and
customer concentration.  Though leverage has increased over the
past quarter as a result of share repurchase activity, S&P
believes the company's credit measures will remain in line with
our indicative ratios for a "modest" financial risk profile over
the next year.

RATINGS LIST

Outerwall Inc.
Corporate credit rating                  BB+/Stable/--

New Ratings
Outerwall Inc.
Senior unsecured
  $300 mil. notes due 2021                BB-
    Recovery rating                       6


OVERSEAS SHIPHOLDING: Amended Equity Commitment Agreement Okayed
----------------------------------------------------------------
Overseas Shipholding Group, Inc., and its debtor affiliates won
Bankruptcy Court approval of the so-called equity commitment
agreement at last week's hearing.

The Debtors on May 2, 2014, entered into the equity commitment
agreement with certain parties, including certain holders of
existing equity interests of the Company representing
approximately 30% of the existing common stock of OSG.  On May 20,
the Debtors and each of the Commitment Parties entered into an
amendment to the Equity Commitment Agreement.

On May 26, 2014, the Debtors and each of the Commitment Parties
entered into a second amendment to the Equity Commitment
Agreement.  The Second Equity Commitment Agreement Amendment
increases the amount to be raised by the Company through the
rights offering contemplated by the Equity Commitment Agreement
from $1.505 billion to $1.510 billion, pursuant to the issuance of
additional subscription rights. In addition, the Second Equity
Commitment Agreement Amendment joined certain additional parties
to the Equity Commitment Agreement as Commitment Parties. Certain
of those additional parties were holders of the Company?s 7.5%
Senior Notes due 2024 and had previously filed objections to the
Debtors? proposed Disclosure Statement and expressed an intention
to oppose confirmation of the Debtors? Amended Equity Plan.

Pursuant to the terms of the Second Equity Commitment Agreement
Amendment, those parties are now obligated to support and vote in
favor of the Amended Equity Plan and have withdrawn their
previously-filed objections.

The Rights Offering will be back-stopped by each Commitment Party
or its designee on a several but not joint basis, and each
Commitment Party has agreed to purchase a portion of a further
additional number of shares of Class A common stock and/or penny
warrants to purchase shares of Class A common stock offered by OSG
to such Commitment Party.

The Equity Commitment Agreement, as amended, was approved by the
Bankruptcy Court on May 27, 2014.

                     About Overseas Shipholding

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

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

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

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

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

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


OVERSEAS SHIPHOLDING: Court Approves Registration Rights Deal
-------------------------------------------------------------
Overseas Shipholding Group, Inc., and its debtor affiliates won
Bankruptcy Court approval of the so-called Registration Rights
Agreement at last week's hearing.

The Debtors on May 2, 2014, entered into the registration rights
agreement with each commitment party under the Equity Commitment
Agreement.  The parties include certain holders of existing equity
interests of the Company representing approximately 30% of the
existing common stock of OSG.

The Registration Rights Agreement set forth, among other things,
registration rights of each Commitment Party and, potentially,
certain other holders of Class A shares and Class A warrants.
Pursuant to the Registration Rights Agreement, subject to approval
by the Bankruptcy Court, OSG will be required to register, on a
registration statement to be filed with the Securities and
Exchange Commission, the resale of certain Class A shares and
Class A warrants for the benefit of the Commitment Parties and
potentially certain other shareholders.

On May 26, 2014, the Debtors and each of the Commitment Parties
entered into an amendment to the Registration Rights Agreement.
The Amendment joined certain additional parties to the
Registration Rights Agreement as Commitment Parties which have
certain registration rights.  The Registration Rights Agreement,
as amended, was approved by the Bankruptcy Court on May 27, 2014.

                     About Overseas Shipholding

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

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

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

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

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

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


OVERSEAS SHIPHOLDING: Equity Plan Confirmation Hearing on July 18
-----------------------------------------------------------------
At last week's hearing, Overseas Shipholding Group, Inc., and its
debtor affiliates won Bankruptcy Court approval of the disclosure
statement explaining their amended plan of reorganization that
effectuates the terms of an alternative plan received from the
parties under an Equity Commitment Agreement.  Those parties
include certain holders of existing equity interests of the
Company representing approximately 30% of the existing common
stock of OSG.

The Debtors on May 21, 2014, filed with the Bankruptcy Court an
amendment to the Equity Plan and Disclosure Statement.  They filed
on May 26 a further amendment to the Equity Plan and Disclosure
Statement.

Pursuant to the Amended Equity Plan, each holder of the 7.5% 2024
Notes will have its 7.5% Senior Notes due 2024 reinstated and will
receive a cash payment equal to the amount of unpaid and overdue
interest, unless such holder elects to receive an alternative
distribution of new notes and cash instead.  The Election Notes
will be due February 15, 2021 and will otherwise have the same
terms as the 7.5% 2024 Notes.  Each holder that elects to receive
the Alternative Distribution will receive Election Notes with a
principal amount equal to that of the 7.5% 2024 Notes currently
owned by that holder, together with a cash payment equal to 1.0%
of the principal amount of the 7.5% 2024 Notes held by such holder
and a cash payment equal to the amount of unpaid and overdue
interest that would have been owed under the 7.5% 2024 Notes if
they were reinstated (together with any interest that has accrued
but is not due for payment as of the effective date of the Amended
Equity Plan calculated at the applicable contract rate or default
rate).

On May 27, 2014, following the resolution by the Bankruptcy Court
of certain objections raised by the official committee of equity
security holders appointed by the United States Trustee, the
Amended Disclosure Statement was approved in an order by the
Bankruptcy Court.  Pursuant to such approval, the Debtors will
solicit acceptances of the Amended Equity Plan, and seek its
confirmation by the Bankruptcy Court in accordance with the
Disclosure Statement Order.  Among other things, the Disclosure
Statement Order:

     * sets a record date of June 6, 2014 for voting on the
Amended Equity Plan and for the distribution of subscription
rights in the Rights Offering;

     * sets a deadline of 5:00 p.m. (Prevailing Eastern Time) on
July 7, 2014 for the receipt by Kurtzman Carson Consultants LLC of
ballots accepting or rejecting the Amended Equity Plan;

     * sets a deadline of 5:00 p.m. (Prevailing Eastern Time) on
July 7, 2014 for the exercise of subscription rights in the Rights
Offering;

     * sets a deadline of 4:00 p.m. (Prevailing Eastern Time) on
July 11, 2014 for filing of any objections to the confirmation of
the Amended Equity Plan; and

     * schedules the hearing for the confirmation of the Amended
Equity Plan for 9:30 a.m. (Prevailing Eastern Time) on July 18,
2014.

Pursuant to the Disclosure Statement Order, the Debtors will
suspend trading of the Company?s common stock and beneficial
interests therein in the over-the-counter market on June 3, 2014
at 5:00 p.m. (Prevailing Eastern Time) in order to ensure that all
trades in those securities will be able to settle (on a T+3 basis)
no later than the June 6, 2014 Voting Record Date. In addition,
the subscription rights issued pursuant to the Rights Offering
will not be transferrable, and any purported transfer will cause
such subscription rights to become void.

At the May 27 hearing, the Court also approved a commitment letter
entered into in connection with the proposed exit financing
facility from Jefferies Finance LLC.  The full terms of the Exit
Financing are subject to approval by the Bankruptcy Court.

On May 2, 2014, Jefferies executed commitment documents whereby
Jefferies agreed to provide secured debt financing to support the
Equity Plan, consisting of a term loan of approximately $600
million secured by a first lien on substantially all the Debtors?
U.S. Flag assets other than certain specified assets and a second
lien on these specified assets, a term loan of approximately $600
million secured by a first lien on substantially all the Debtors?
International Flag assets, which lien is pari passu to the lien
securing the revolving facility, an asset-based revolving loan
facility of approximately $75 million secured by a first lien on
certain specified U.S. Flag assets of the Debtors and a second
lien on substantially all the Debtors? U.S. Flag assets and a
revolving loan facility of approximately $75 million secured by a
pari passu first lien on substantially all the Debtors?
International Flag assets that, collectively, will provide the
Debtors with the funding necessary to satisfy the Amended Equity
Plan?s cash payment obligations, the expenses associated with
closing the Exit Financing facilities and working capital to fund
their operations after emergence from Chapter 11.

                     About Overseas Shipholding

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

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

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

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

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

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


PARKLAND FUEL: DBRS Finalizes 'BB' Provisional Rating
-----------------------------------------------------
DBRS Inc. has finalized the provisional rating of BB, with a
recovery rating of RR-4 to Parkland Fuel Corporation's recent $200
million Senior Unsecured Notes issuance, with a Stable trend.

On May 15, 2014, DBRS assigned an Issuer Rating of BB to Parkland
Fuel Corporation and a provisional rating of BB, with a recovery
rating of RR-4, to Parkland's proposed Senior Unsecured Notes,
both with Stable trends.

Parkland's ratings reflect the high level of competition in and
the commoditized nature of the greatly fragmented fuel
distribution industry; the industry's exposure to macroeconomic
factors, such as economic growth and input cost volatility; and
risks related to environmental liability and the Company's
ambitious growth plans.  The Company's ratings are supported by
its market position as the largest independent fuel distributor
and marketer in Canada, its efficient operations and its
diversified customer and supplier base.

Parkland's recent history of strategic acquisitions, combined with
its value proposition, which consists of retail locations in
primarily non-urban less-competitive areas, and high reliability
of fuel supplies for its commercial customers, has enabled the
Company to grow its fuel volumes from just over 2 billion litres
in 2008 to approximately 7.5 billion litres for the last 12 months
(LTM) ended Q1 2014.  Top-line sales have correspondingly
increased to nearly $6.5 billion (for the LTM ended Q1 2014) from
approximately $2.3 billion in 2008.  Gross profit (on a cents-per-
litre basis) has remained relatively stable over the longer term
despite the volatility in fuel prices and refiners' margins, while
Parkland has been relatively successful in managing organic
selling, general and administrative expenses as the Company has
grown.  As such, EBITDA has grown consistently, increasing from
approximately $81.2 million in 2008 (including the effects of
refiners' margins) to current levels of normalized EBITDA
estimated by DBRS at approximately $180 million for the LTM ended
Q1 2014.

Cash flow from operations has grown to approximately $155 million
for the LTM ended Q1 2014, while maintenance capital expenditure
(capex) requirements have remained relatively modest despite the
number of acquisitions completed in recent years (increasing to
nearly $25 million in 2013 from approximately $7 million in 2009)
and the Company's continued investment in growth capex
(approximately $30 million for 2013).  Parkland's gross dividend
is considered to be high (approximately $73 million for 2013) but
the cash outlay related to dividends remains reasonable
(approximately $23 million) due to a consistent and high
participation rate of nearly 70% in the Company's dividend
reinvestment plan (DRIP).  As a result, free cash flow before
changes in working capital (net of non-cash dividends from
participating in the DRIP) has increased in each of the last four
years from negative to approximately $76 million for the LTM ended
Q1 2014.  Parkland's balance sheet debt at Q1 2014 was
approximately $342 million (excluding approximately $129 million
of convertible debentures) resulting in lease-adjusted debt-to-
EBITDAR of approximately 2.0 times (x; or 2.4x using a DBRS
estimate for normalized EBITDA).

DBRS expects that Parkland's earnings profile should improve
steadily over the medium term as the Company remains focused on
growth, primarily through acquisition, with the goal of increasing
its market share and fuel volumes.  Organic fuel volumes and gross
margins on a cents-per-litre basis should remain relatively stable
over the longer term (particularly within each operating segment,
i.e., commercial versus retail versus wholesale), while the
Company is expected to continue to focus on improving efficiency
and achieving synergies subsequent to numerous recent
acquisitions.  As such, DBRS forecasts that EBITDA should continue
to grow in the low- to mid-single digit range in the medium term,
while, with acquisitions, EBITDA could grow to over $250 million.
In order for Parkland to achieve its stated goals for EBITDA
(approximately $250 million) by 2016, DBRS believes that the
Company will have to undertake numerous and/or large acquisitions,
which is not without integration and valuation risk.

In terms of financial profile, on May 29, 2014, the Company
completed the issuance of $200 million of Senior Unsecured Notes
in conjunction with a voluntary $100 million reduction to the
maximum amount available under its current revolving credit
facility.  The proceeds from the Senior Unsecured Notes will be
used to repay amounts drawn on the existing revolver and, as such,
credit metrics are not expected to change materially.

Going forward, DBRS expects that Parkland's leverage will increase
toward the Company's stated target levels (i.e., net debt-to-
EBITDA of 2.0x to 3.0x).  Parkland's cash flow from operations
should grow in line with operating income, while maintenance capex
is expected to grow with the size of the Company.  Gross dividends
are expected to remain high, but the cash outlay related to
dividends should remain reasonable.  DBRS believes Parkland's
growth plans will be financed using free cash flow, incremental
debt and possibly equity.  Should Parkland be challenged to
maintain credit metrics in a range considered acceptable for the
current BB rating category (i.e., lease-adjusted debt-to-EBITDAR
less than 4.0x and/or lease-adjusted EBITDA-to-interest greater
than 4.0x) due to weaker-than-expected operating performance
and/or more aggressive-than-expected financial management (debt-
financed acquisitions and/or higher-than-expected cash dividends
from rising dividends or declining participation in the Company's
DRIP), the Company's current rating could be pressured.
Alternatively, should the Company be successful in improving its
scale and geographic diversification, reaching normalized EBITDA
of greater than $250 million while maintaining current leverage
targets and sustainable lease-adjusted debt-to-EBITDAR below 3.5x,
a positive rating action could result.


PHH CORPORATION: Moody's Puts 'Ba2' CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed PHH Corporation's Ba2 corporate
family rating (CFR) and Ba2 senior unsecured debt rating on review
for possible downgrade and affirmed the Not Prime short term
rating.

Ratings Rationale

The rating action follows PHH's announcement of June 2, 2014 that
it has entered into a definitive agreement to sell its Fleet
Management Services business, PHH Arval, to Element Financial
Corporation for approximately $1.40 billion in cash; net proceeds
after taxes and transaction expenses are expected to be
approximately $750 million to $800 million. Subject to the
satisfaction or waiver of various closing conditions, including
required regulatory, financing and other contractual consents and
amendments, the transaction is expected to close on or before July
31, 2014.

Upon closing of the sale, assuming no material change in the terms
of the agreement or further deterioration in the financial
strength of PHH's remaining mortgage business, it is likely that
PHH's Ba2 CFR and unsecured debt ratings will be downgraded one
notch to Ba3.

The sale of the Fleet Management business weakens the company's
franchise strength and results in a more concentrated monoline
business solely focused on residential mortgage banking. The
mortgage business has significant reliance on the company's
Realology, Merrill Lynch and Morgan Stanley relationships which
account for more than 60% of origination volume. In selling the
operationally and financially more stable and more profitable
fleet business, PHH becomes a cyclical, low margin, lower
franchise strength prime mortgage banking business.

The company has indicated that it will use the sale proceeds to
invest in its mortgage banking business, de-leverage its balance
sheet, and return capital to shareholders. Nonetheless, it is
likely that it will take several years before the company can
reestablish acceptable levels of profitability. This is due in
part to the low origination volumes and gain-on-sale margins that
Moody's projects over the next several years.

The company's mortgage business profitability has been constrained
by a changing business mix in which its private label clients are
electing to keep an increasing percentage of their mortgage
originations. As a result, PHH is increasingly responsible for
administering the mortgage origination and servicing process while
its clients retain the more profitable mortgage and mortgage
servicing assets. According to the company, approximately 75% of
its private label mortgage contracts, or half of its mortgage
originations, are currently unprofitable on a fully allocated
basis.

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

On Review for Possible Downgrade:

Issuer: PHH Corporation

Corporate Family Rating, Placed on Review for Possible Downgrade,
currently Ba2

Multiple Seniority Shelf Nov 2, 2014, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Conv./Exch. Bond/Debenture Sep 1, 2014, Placed
on Review for Possible Downgrade, currently Ba2

Senior Unsecured Conv./Exch. Bond/Debenture Jun 15, 2017, Placed
on Review for Possible Downgrade, currently Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Downgrade, currently (P)Ba2

Senior Unsecured Regular Bond/Debenture Mar 1, 2016, Placed on
Review for Possible Downgrade, currently Ba2

Senior Unsecured Regular Bond/Debenture Aug 15, 2021, Placed on
Review for Possible Downgrade, currently Ba2

Senior Unsecured Regular Bond/Debenture Sep 1, 2019, Placed on
Review for Possible Downgrade, currently Ba2

Outlook Actions:

Issuer: PHH Corporation

Outlook, Changed To Rating Under Review From Negative

Affirmations:

Issuer: PHH Corporation

Commercial Paper, Affirmed NP


PHH CORP: S&P Puts 'BB-' ICR on CreditWatch Negative
----------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
PHH Corp., including the 'BB-' long-term issuer credit and senior
unsecured credit ratings, on CreditWatch with negative
implications.

The CreditWatch listing follows management's June 2 announcement
that PHH had entered into a definitive agreement to sell its fleet
management services business, PHH Arval, to Element Financial
Corp. (Element) for $1.4 billion in a cash-for-stock transaction
that will be treated as an asset sale for tax purposes.

Management expects that PHH will receive between $750 million and
$800 million in after-tax proceeds from the sale.  "Although we
believe the proceeds will bolster PHH's financial position in the
near term, we also believe that without the steady income from its
fleet leasing business, the mortgage business will be more
vulnerable to mortgage market volatility and will encounter
greater difficulty in funding its volatile mortgage servicing
rights assets," said Standard & Poor's credit analyst Jeffrey
Zaun.  Furthermore, S&P believes the company could distribute a
significant portion of the sale proceeds to shareholders.  S&P
will continue to follow management's use of the sale proceeds.

S&P believes earnings from a stand-alone mortgage company could
support the financing of PHH's mortgage origination and servicing
businesses, even following the sale of the firm's fleet leasing
business.  S&P could, however, downgrade PHH to 'B+' because the
business would lack the stable earnings provided by its fleet
leasing business.

Over the next few weeks, S&P will evaluate the implications of the
transaction, including management's plans for using the sale
proceeds and its ability to establish a stable, laddered long-term
funding platform for its mortgage servicing rights.  S&P could
resolve the CreditWatch listing and lower the rating to 'B+' when
management completes the announced transaction.  Alternatively,
S&P could affirm the ratings if it believes management is able to
stabilize earnings and maintain a laddered debt maturity profile.


PLY GEM HOLDINGS: Files 2013 Conflict Minerals Report
-----------------------------------------------------
Ply Gem Holdings Inc. filed with the U.S. Securities and Exchange
Commission its Conflict Minerals Report for the reporting period
from January 1 to Dec. 31, 2013.

The SEC, in August 2012, adopted a rule mandated by the Dodd-Frank
Wall Street Reform and Consumer Protection Act to require
companies to publicly disclose their use of conflict minerals that
originated in the Democratic Republic of the Congo (DRC) or an
adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"Despite having conducted a good faith reasonable country of
origin inquiry and due diligence process, Ply Gem does not
currently have sufficient information from its suppliers or other
sources to determine the country of origin of the conflict
minerals used in its products or identify the facilities used to
process those conflict minerals.  Therefore, Ply Gem cannot
exclude the possibility that some of these conflict minerals may
have originated in the DRC or an adjoining country and are not
from recycled or scrap sources.  Using our supply chain due
diligence processes, the Company hopes to further develop
transparency into our supply chain," the Company said in the
Report.

A full-text copy of the Conflict Minerals Report is available for
free at http://is.gd/TC6eGJ

                            About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings reported a net loss of $79.52 million in 2013, a
net loss of $39.05 million in 2012 and a net loss of $84.50
million in 2011.  As of March 29, 2014, the Company had $1.03
billion in total assets, $1.14 billion in total liabilities and a
$107.17 million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


QUANTUM CORP: Files Conflict Minerals Report
--------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission a specialized disclosure on Form SD in connection with
its conflict minerals disclosure and report for the reporting
period from January 1 to Dec. 31, 2013.

The Securities and Exchange Commission, in August 2012, adopted a
rule mandated by the Dodd-Frank Wall Street Reform and Consumer
Protection Act to require companies to publicly disclose their use
of conflict minerals that originated in the Democratic Republic of
the Congo (DRC) or an adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"Quantum hardware products require components that contain tin,
tantalum, tungsten and gold ("3TG").  Accordingly, we conducted a
reasonable country of origin inquiry ("RCOI"), described below.
Based on those responses, Quantum determined that 3TG minerals
present in certain of its products may have originated in the
Democratic Republic of the Congo or an adjoining country (the
"Covered Countries") and were not from scrap or recycled sources.
Therefore, in accordance with Rule 13p-1, Quantum proceeded to
engage in due diligence regarding the sources and chain of custody
of its 3TG minerals.  Following our due diligence process, we have
determined that our conflict minerals status for calendar year
2013 is DRC conflict undeterminable (as defined in Section
1.01(d)(5) of Form SD.  This is due in large part to the lack of
available data from suppliers and the number of smelters still
pending certification through the Conflict-Free Smelter Program
managed by the Electronic Industry Citizenship Coalition and
Global e-Sustainability Initiative ("EICC GeSI")," the Company
said in the Report.

A full-text copy of the Conflict Minerals Report is available for
free at http://is.gd/3SM0q9

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2014, the Company reported a net
loss of $21.47 million on $553.16 million of total revenue as
compared with a net loss of $52.17 million on $587.43 million of
total revenue for the same period during the prior year.
As of March 31, 2014, the Company had $362.26 million in total
assets, $449.66 million in total liabilities and a $87.40 million
stockholders' deficit.


QUANTUM FUEL: Files Conflict Minerals Report
--------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission a specialized disclosure
report on Form SD for the reporting period from January 1 to
Dec. 31, 2013.

The Securities and Exchange Commission, in August 2012, adopted a
rule mandated by the Dodd-Frank Wall Street Reform and Consumer
Protection Act to require companies to publicly disclose their use
of conflict minerals that originated in the Democratic Republic of
the Congo (DRC) or an adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"We have evaluated our product lines and supply chain and
concluded that our supply chain is Conflict Free Undeterminable,"
the Company said in the Report.

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

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss attributable to stockholders of
$23.04 million in 2013, a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.

As of March 31, 2014, the Company had $50.25 million in total
assets, $21.78 million in total liabilities and $34.79 million in
total stockholders' equity.


RED EAGLE EQUIPMENT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Red Eagle Equipment Services, LTD.
        A Texas Limited Partnership
        8351 Amarillo Boulevard East
        Amarillo, TX 79107

Case No.: 14-20192

Chapter 11 Petition Date: June 3, 2014

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

Judge: Hon. Robert L. Jones

Debtor's Counsel: Van W. Northern, Esq.
                  NORTHERN LAW FIRM
                  112 W. 8th Street, Suite 400
                  Amarillo, TX 79101
                  Tel: 806-374-2266
                  Email: northernlaw@suddenlinkmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dudley Baldwin, pres. of Red Eagle
Corp., general partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-20192.pdf


SABRE HOLDINGS: Moody's Hikes Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Sabre Holdings Corporation's
corporate family rating to B1 from B2, its probability of default
rating to B1-PD from B2-PD, and the ratings for its senior secured
and senior unsecured debt to Ba3 and B3, respectively. Moody's
also assigned to Sabre a speculative grade liquidity (SGL) rating
of SGL-2 reflecting good liquidity. The ratings have a stable
outlook.

Ratings Rationale

The upgrade of Sabre's ratings reflects Moody's expectation of a
meaningful improvement in Sabre's cash flow generation over the
next 12 to 18 months driven by revenue growth, abating use of cash
in working capital resulting from changes in Travelocity's
business model, and lower restructuring and litigation costs. The
company will also benefit from about $55 million in annual
interest expense savings resulting from $616 million of debt
reduction using the proceeds of the initial public offering of its
common stock. Moody's believes that Sabre will be able to maintain
a moderate financial risk profile characterized by total debt-to-
EBITDA (Moody's adjusted) declining to less than 4x and free cash
flow increasing to about 5% of its total debt over the next 12 to
18 months.

Sabre is one of the largest Global Distribution Systems (GDS)
providers globally and is the leader in the North America market.
The B1 corporate family rating also reflects Sabre's recurring,
transaction-based revenues and strong growth prospects for its
airline and hospitality solutions segment and the resulting
earnings diversification. However, Sabre's GDS services face
challenges from alternative travel distribution models, including
growing use of direct distribution channels by travel suppliers.
The rating also incorporates uncertainties from potential
unfavorable outcomes in pending legal proceedings.

The SGL-2 liquidity rating reflects Sabre's good liquidity
comprising cash balances, ample availability under the revolving
credit facility and free cash flow.

Sabre's ratings could be upgraded if the company generates strong
revenue and earnings growth, and if Moody's believes that the
company could sustain total debt to EBITDA below 3.5x
(incorporating Moody's standard analytical adjustments) and free
cash flow in excess of 10% of total debt. In addition, Moody's
could raise Sabre's ratings if its legal proceedings are favorably
resolved, litigation risks decline, and if the company's financial
sponsors reduce their ownership of equity interest without
weakening the company's credit profile.

Moody's could downgrade Sabre's ratings if the loss of a
significant customer or unfavorable changes in pricing or the
distribution of travel supply cause total debt to EBITDA to
increase to over 4.5x. The ratings could additionally come under
pressure from adverse outcomes in legal proceedings that have a
meaningful financial impact on Sabre or increase its business
risks.

Moody's has taken the following ratings actions:

Issuer: Sabre Holdings Corporation

Corporate Family Rating, Upgraded to B1 from B2

Probability of Default Rating, Upgraded to B1-PD from B2-PD

Assignments:

Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Outlook, Remains Stable

Issuer: Sabre GLBL Inc.

Upgrades:

Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3 41%),
from B1 (LGD3 42%)

Senior Secured Regular Bond/Debenture, Upgraded to Ba3 (LGD3
41%), from B1 (LGD3 42%)

Issuer: Sabre Holding Corporation

Upgrades:

Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD6
94%) from Caa1 (LGD6 94%)

Sabre is a leading technology solutions provider to the global
travel and tourism industry with approximately $3 billion in
annual revenues. Funds affiliated to TPG Partners, Silver Lake
Partners and other co-investors own a majority equity interest in
Sabre.

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


SHILO INN: CB&T Asks Court to Lift Stay on Shilo Inn Hotels
-----------------------------------------------------------
California Bank & Trust asked U.S. Bankruptcy Judge Vincent
Zurzolo to lift the automatic stay that was applied to its lawsuit
against Shilo Inn, Twin Falls LLC.

CB&T, a secured creditor, sued Shilo Inn to force the company to
repay its loan and to foreclose the bank's security interest in
the company's property, which constitutes collateral for the loan.

If the stay is lifted, CB&T can proceed with the foreclosure of
Shilo Inn's hotel in Twin Falls, Idaho.  The property is worth
$7.6 million, according to an appraisal obtained by CB&T.

Hal Mark Mersel, Esq., at Bryan Cave LLP, said Shilo Inn should
not be permitted to use the automatic stay to further postpone the
foreclosure of the hotel.

"The hotel is significantly overencumbered, and the debtor has not
proven that it can satisfy CB&T's claims in full through a plan of
reorganization," said the bank's lawyer.

CB&T also wanted the stay lifted with respect to the hotels owned
by Shilo Inn's affiliates, including the l29-room limited service
hotel located in Newberg, Oregon.

In a court filing, a lawyer for Shilo Inn objected to the lifting
of the automatic stay, saying the hotel companies have
"financially viable and operating businesses and are capable
of confirming a plan of reorganization."

During their bankruptcy cases, the hotel companies have stayed
current on their expenses, preserved their hotels, and
outperformed their cash collateral budgets, according to John-
Patrick Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in
Los Angeles, California.

Mr. Fritz also said the hotel companies accumulated $837,316 of
cash in their debtor-in-possession accounts as of March 31, and
have paid all of their cash collateral stipulated payments to CB&T
in the total amount of $835,428 as of April 1.

Mr. Mersel can be reached at:

     Hal Mark Mersel, Esq.
     3161 Michelson Drive, Suite 1500
     Irvine, California 92612-4414
     Phone: (949) 223-7000
     Fax: (949) 223-7100
     Email: mark.mersel@bryancave.com

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SEARS HOLDINGS: Files Conflict Minerals Report for 2013
-------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its conflict minerals report for the reporting
period from January 1 to Dec. 31, 2013.

The SEC, in Aug. 22, 2012, adopted a rule mandated by the Dodd-
Frank Wall Street Reform and Consumer Protection Act to require
companies to publicly disclose their use of conflict minerals that
originated in the Democratic Republic of the Congo (DRC) or an
adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

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

                       http://is.gd/XiLMyF

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Feb.1, 2013, the Company had $18.26 billion in total
assets, $16.07 billion in total liabilities and $2.18 billion in
total equity.

                            *    *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.


SILVER LAKE HARDWARE: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Silver Lake Hardware & Custom Millwork, Inc.
           aka Silver Lake Home Center
        1813 Village Road
        Silver Lake, NH 03875

Case No.: 14-11065

Chapter 11 Petition Date: May 23, 2014

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: Hon. Michael Deasy

Debtor's Counsel: Joseph M. Annutto, Esq.
                  LAW OFFICE OF JOSEPH M. ANNUTTO, PLLC
                  369 Main Street
                  Nashua, NH 03060
                  Tel: (603) 881-9161
                  Fax: (603) 821-5185
                  Email: info@annuttolawoffice.com

Total Assets: $1.21 million

Total Liabilities: $1.66 million

The petition was signed by Mark Sherwood, owner, general manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nhb14-11065.pdf


SILVERADO STREET: Court Closes Chapter 11 Bankruptcy Cases
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has entered an order closing the Chapter 11 bankruptcy case of
Silverado Street LLC.

As reported in the Troubled Company Reporter on April 30, 2014,
the Court dismissed the Chapter 11 case of Silverado Street LLC,
citing failure to appear at the meeting of creditors held on
March 4 and 25, 2014.

Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-00574) on Jan. 30, 2014, in San
Diego, California.  The company said in its schedules that it has
$22 million to $47 million in total assets and $11 million in
liabilities in total liabilities.  The Debtor is represented by
Golmore, Wood, Vinnard & Magness, in Fresno, as counsel.

The company's property -- Lots 18 and 19 in Block 74 of Villa
Tract, La Jolla Park, in San Diego County -- is valued at $12
million and secures debt in the aggregate amount of $11 million
owed to Chase Mortgage, FHR Realty Advisors and Georgiou Trust.
The company also claims to have mineral rights and oil leases
valued at $2 million.  The company's remaining asset is on account
of notes/deeds of trust judgments that the Debtor estimates to be
valued at $10 million to $35 million.


SPECIALTY HOSPITAL: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                     Case No.
      ------                                     --------
      Specialty Hospital of America, LLC         14-00295
         aka Specialty Hospital of America
         aka SHA
         aka SHA - LLC
      60 State Street, Suite 1500
      Boston, MA 02109

      SHA Holdings, Inc.                         14-00296

      SHA Management, LLC                        14-00297

      Specialty Hospital of                      14-00298
      Washington Nursing Center, LLC

      Specialty Hospital of                      14-00299
      Washington Hadley, LLC

      SHA Hadley SNF, LLC                        14-00300

The U.S. Bankruptcy Court for the District of Columbia entered an
order directing the joint administration the cases under Specialty
Hospital of Washington, LLC, Case No. 14-00279.

On April 23, 2014, an involuntary Chapter 11 bankruptcy petition
was filed against Specialty Hospital of Washington, LLC, in the
U.S. Bankruptcy Court District of Delaware, Case No. 14-10935.
The case was transferred to the District of Columbia on May 9,
2014.

Type of Business: Healthcare

Chapter 11 Petition Date: May 21, 2014

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: Hon. Martin Teel, Jr.

Debtors' Counsel: Patrick J. Potter, Esq.
                  PILLSBURY WINTHROP SHAW PITTMAN LLP
                  2300 N Street, NW
                  Washington, DC 20037
                  Tel: 202-663-8928
                  Fax: 202-663-8007
                  Email: patrick.potter@pillsburylaw.com

Debtors'          ALVAREZ AND MARSAL HEALTHCARE INDUSTRY GROUP,
Financial         LLC
Advisor:

Debtors'          CAIN BROTHERS & COMPANY, LLC
Investment
Banker:

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petitions were signed by Edwin Clark, chief financial officer.

A. Consolidated List of Debtors' 35 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
PEPCO                              Utility           $2,527,161
1300 N 17th Street
Suite 1600
Arlington, VA 22209
202-835-1017

DC Treasurer                       Taxes             $2,051,950
Office of Tax & Rev
1101 4th St, SW
Washington, DC 20024
202-442-8051

Cogent Hospital Management         Trade Debt        $1,109,372
PO Box 645037
Cincinnati, OH 45264
615-377-5600

Metropolitan Medical Group         Trade Debt          $920,100
704 Fitz Hugh Way
Alexandria, VA 22314
202-546-5700

Capitol Hill Group                 Lease               $915,647
700 Constitution Avenue, NE
Washington, DC 20002
202-543-4213

Washington Gas                     Utility             $718,751
PO Box 37747
Philadelphia, PA 19101
703-750-1000

Morrison Management Special        Trade Debt          $507,869
PO Box 102289
Atlanta, GA 30368-2289
202-675-0400 ext 2514

United States Treasury             Taxes               $469,107
1111 Constitution Avenue, NE
Washington, DC 20224
202-435-5758

Recover Case Equipment Solu        Trade Debt          $435,789
895 Central Avenue
Suite 600
Cincinnati, OH 45202
888-750-7828

Direct Supply Equipment, Inc.      Trade Debt          $403,804
6767 North Industrial Rd
Milwaukee, WI 53288-0201
414-465-8551

H.D. Smith                         Trade Debt          $390,833
670 Belleville Turnpike
Kearny, NJ 07032

Ergo Rehab Management Group        Trade Debt          $340,761
Suite 200
Washington, DC 20036
202-261-6598

PriceWaterhouseCoopers LLC         Accounting          $321,116
PO Box 7247-8001                   Services
Philadelphia, PA 19170-8001
617-530-7120

Bonner, Kiernan, Trebach           Legal Services      $302,112
1233 20th Street, NW
Suite 800
Washington, DC 20036
202-712-700

DC Water & Sewer Authority         Utility             $302,015
PO Box 97200
Washington, DC 20090
202-354-3600

Constellation New Energy           Utility             $294,693
PO Box 414578
Boston, MA 02241
410-470-1904

Hill-ROM                           Trade Debt          $282,011
PO Box 643592
Pittsburgh, PA 15264
812-931-3971

Shook, Hardy & Bacon, LLP          Legal Services      $247,187

Therapy Systems, Inc.              Trade Debt          $241,928

Rosenau & Rosenau                  Legal Services      $237,420

C.P.S.I.                           Trade Debt          $235,437

American Boiler, Inc.              Trade Debt          $218,766

Rath, Young and Pignatelli         Legal Services      $200,146

Pepper Hamilton LLP                Legal Services      $191,113

Reed Smith, LLP                    Legal Services      $177,550

Porter Hedges, LLP                 Legal Services      $175,406

Favorite Healthcare                Trade Debt          $164,927

Remedi Seniorcare                  Trade Debt          $138,392

TIC Construction, LLC              Trade Debt          $127,825

W&J Biomedical, Inc.               Trade Debt          $107,640

Freedom Medical, Inc.              Trade Debt           $90,716

DCHA                               Taxes                $89,603

Cigna Health & Life Insurance      Trade Debt           $86,957
Company

Mayer Brown LLP                    Legal Services       $85,810

Carl Marks Advisory Group          Investment           $85,310
                                   Services

B. List of Specialty Hospital of America, LLC's Nine Largest
   Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
BB&T                                                   TBD

National Capital Bank                                  TBD

JWR Realty                                             TBD

Quorum Health Resources, LLC       Litigation          $413,210
105 Continental Place
Brentwood, TN 37027
615-371-7979
497 Bratnson Court, Suite 201
Mount Pleasant, SC 29464
843-388-8883

LNM Enterprises, Inc.              Litigation          $366,194
4908 Flower Valley Drive
Rockville, MD 20853
240-345-5833

Sodexo Operations, LLC             Litigation          $349,333
2200 Pennsylvania Avenue, NW
Washington, DC 20037
202-955-1983

Barton & Associates, Inc.          Litigation          $136,863

PNCEF, LLC                         Litigation          $113,379

VGM Financial Services             Litigation          $25,596


ST. MARY'S HOME: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: St. Mary's Home Care Services, Inc.
        PO Box 16104
        Greensboro, NC 27416

Case No.: 14-03167-5

Chapter 11 Petition Date: June 3, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       Raleigh Division

Debtor's Counsel: Jason L. Hendren, Esq.
                  Rebecca F. Redwine, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: 919 573-1422
                  Fax: 919 420-0475
                  Email: jhendren@hendrenmalone.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Elton Joseph, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-03167-5.pdf


STAG INDUSTRIAL: Fitch Affirms 'BB' Rating on $139MM Stock
----------------------------------------------------------
Fitch Ratings has affirmed its ratings for STAG Industrial, Inc.
and its operating partnership STAG Industrial Operating
Partnership, L.P. (hereafter STAG or the company) as follows:

STAG Industrial, Inc.

  -- Issuer Default Rating (IDR) at 'BBB-';
  -- $139 million preferred stock at 'BB'.

STAG Industrial Operating Partnership, L.P.

  -- $200 million senior unsecured revolving credit facility at
     'BBB-';
  -- $300 million senior unsecured term loans at 'BBB-'.

The agency also assigned an initial IDR for STAG Industrial
Operating Partnership, L.P. at 'BBB-'.

The Rating Outlook is Positive.

KEY RATING DRIVERS

The ratings reflect STAG's credit strengths, which include low
leverage and strong fixed charge coverage for the rating,
excellent liquidity, a sizable unencumbered asset pool and
improving access to capital, including unsecured private
placements and term loans and common equity via ATM programs.
These credit positives are balanced by the company's portfolio
concentration in secondary industrial markets and short operating
history as a public company.

The Positive Outlook reflects the upward momentum in STAG's credit
profile, including rapid organizational growth, improving fixed-
charge coverage and enhanced access to unsecured debt capital -
all in the context of leverage sustaining in the low 5.0x range.
Fitch acknowledges that STAG has achieved many of the rating
sensitivities it has identified as potentially leading to positive
ratings momentum.  However, Fitch has maintained its Positive
Rating Outlook pending additional seasoning in the company's
operating portfolio and metrics.  Specifically, the agency will
watch closely for evidence of stabilization in the company's same-
store net operating income (NOI) growth following a period of
unanticipated weakness during most of 2013.

Internal Growth to Stabilize and Improve

STAG's cash same-store NOI declined for the TTM ended March 31,
2014 including year-over-year decreases of 1.5% in second quarter
2013 (2Q'13), 5.5% decline in 3Q'13, 0.7% in 4Q'13 and 4.9% in
1Q'14.  The company attributes the same-store weakness to
unusually low tenant retention due to a period of heightened
corporate change and, to a lesser extent, the harsh winter weather
in recent quarters.

Fitch notes that the company has replaced some of the larger
tenant vacancies, including the loss of Brown Shoe at its Sun
Prairie, WI, asset that was backfilled with minimal downtime.
However, free rent granted under selected replacement tenant
leases has been a near-term drag on cash same store NOI growth
that should abate as these concessions burn off.

Fitch projects same store NOI growth of 0.5% in 2014, 2.9% in 2015
and 3.3% in 2016 improved occupancy and positive GAAP rent spreads
for new and renewal leases.  The agency's projections assume
stabilization and improvement in the company's tenant retention
ratios during the second half of 2014 through 2016, towards a more
normalized level of between 70% and 80%.

Low Leverage

STAG's leverage was 5.1 times (x) based on an annualized run rate
of STAG's recurring operating EBITDA for the quarter ending March
31, 2014, which is strong for the 'BBB-' rating.  This compares
with 5.5x on an annualized basis for the quarter ending Dec. 31,
2013 and 5.2x for the quarter ending March 31, 2013.  Adjusting
1Q'14 earnings for the impact of partial period acquisitions would
reduce STAG's leverage to 5.0x.  Fitch's projections anticipate
that the company will sustain leverage of approximately 5.0x
during the next three years on an annualized basis that includes a
full-year's impact of earnings from projected acquisitions.

Small Size But Improving Access to Capital

Fitch views STAG's announced sale of $100 million of private
placement unsecured notes as an important milestone in the
company's transition to a predominantly unsecured borrowing
strategy that evidences broader access to unsecured debt capital.
Prior to the company's inaugural private unsecured notes
placement, STAG's unsecured borrowings were limited to three bank
term loans, as well as drawdowns under the company's unsecured
revolver.  However, Fitch continues to view STAG as a relatively
unseasoned unsecured bond issuer pending further private placement
issuance.

Strong Fixed-Charge Coverage

Fitch expects the company's fixed charge coverage to sustain in
the low 3.0x through 2016.  The low interest rate environment and
higher capitalization rates on class B industrial properties in
secondary markets should allow STAG to continue deploying capital
on a strong spread investing basis.  STAG's fixed charge coverage
was 3.2x for the quarter ended March 31, 2014 and 3.2x and 2.6x
for the years ending Dec. 31, 2013 and 2012, respectively.

Excellent Liquidity

STAG had 89% availability under its $200 million unsecured
revolving credit facility as of March 31, 2014 and no debt
maturities until 2016.  Moreover, STAG's unencumbered assets,
defined as unencumbered net operating income (NOI) (as calculated
in accordance with the company's seven-year unsecured term loan
agreement) divided by a stressed capitalization rate of 10%,
covered its unsecured debt by 2.8x in 1Q'14, which is strong for
the current ratings.  The company's substantial unencumbered asset
pool is a source of contingent liquidity that enhances STAG's
credit profile.

Straightforward Business Model

STAG has not made investments in ground-up development or
unconsolidated joint venture partnerships.  The absence of these
items helps simplify the company's business model, improve
financial reporting transparency and reduce potential contingent
liquidity claims, which Fitch views positively.  While the company
may selectively pursue the acquisition of completed build-to-suit
(BTS) development projects in the future, Fitch would anticipate
only a moderate amount of such activity by STAG on an ongoing
basis.  Moreover, Fitch views the acquisition of completed BTS
development projects as lower risk given the inherent non-
speculative nature of this activity.

Strong Management

Fitch views management favorably due to its successful track
record in executing its single-tenant industrial portfolio
acquisition strategy, as well as its extensive real estate capital
markets experience.  The company's recent announcement that Geoff
Jervis will replace Greg Sullivan as its Chief Financial Officer
will not result in a change in financial policies.  Fitch
anticipates that Mr. Jervis will continue to broaden STAG's
unsecured debt base beyond bank debt and that the company will
remain committed to its low-leverage strategy.

Secondary Market Locations

STAG's strategy centers on the acquisition of individual Class B,
single tenant industrial properties (warehouse/distribution and
manufacturing assets) predominantly in secondary markets
throughout the United States by sourcing third party purchases and
structured sale-leasebacks.  Such transactions typically range in
price from $5 million to $50 million and have higher going-in
yields, stronger internal rates of return, and less competition
from other buyers.  The company has only minimal exposure to what
are traditionally considered the 'core' U.S. industrial and
logistics markets, which include Chicago, Los Angeles/Inland
Empire, Dallas - Fort Worth, Atlanta and New York/Northern New
Jersey.  Fitch views this as a credit negative given superior
liquidity characteristics for industrial assets in 'core' markets
- both in terms of financing and transactions.

Limited Public Company Track Record

STAG has a limited track record as a public company, having gone
public in 2Q'11.  This track record is balanced by 1) the
homogeneity of industrial properties, 2) management's prior
experience successfully managing STAG's predecessor as a private
company that dates back to 2004 and 3) management's extensive real
estate and capital markets experience.

Preferred Stock Notching

The two-notch differential between STAG's IDR and preferred stock
rating is consistent with Fitch's criteria for a U.S. REIT with an
IDR of 'BBB-'.  These preferred securities are deeply subordinated
and have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

Positive Outlook

The Positive Outlook is based on Fitch's expectation for
stabilization and improvement in the company's cash same-store NOI
growth over the rating horizon, coupled with Fitch's expectation
that STAG will maintain leverage and fixed-charge coverage of
approximately 5.0x and 3.0x on a run rate basis, metrics that are
consistent with a 'BBB' IDR.

Rating Sensitivities

The following factors may have a positive impact on STAG's ratings
and/or Outlook:

  -- Stabilization, followed by sustained improvement in STAG's
     tenant retention and same-store NOI growth;

  -- Continued access to the unsecured bond market;

  -- Fitch's expectation for leverage calculated on an annualized
     basis adjusted for acquisitions to sustain below 5.5x
     (leverage was 5.0x as of March 31, 2014);

  -- Fitch's expectation for fixed charge coverage to sustain
     above 3.0x (coverage was 3.0x as of March 31, 2014).

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

  -- Fitch's expectation for leverage sustaining above 6.5x;
  -- Fixed charge coverage sustaining below 2.0x;
  -- A meaningful increase in the percentage of STAG's encumbered
     assets relative to gross assets.


STEREOTAXIS INC: Inks Employment Agreement with CEO
---------------------------------------------------
Stereotaxis, Inc., and William C. Mills III, the chief executive
officer of the Company, entered into an executive employment
agreement on May 30, 2014.  Under the Agreement, Mr. Mills will
continue to be paid an annual salary of $475,000.  He is eligible
to participate in an annual bonus plan that will provide for a
bonus opportunity equal to a target of 60 percent and a maximum of
120 percent for overachievement, of his then-current base salary,
subject to achievement of Company objectives and performance goals
established by the Company's Board of Directors.

The Agreement is an at-will employment agreement.  If Mr. Mills is
terminated without cause, he will receive his monthly base salary
as of the date of termination for 12 months following the date of
termination.  He also will receive continuation of medical and
dental benefits and life and disability insurance benefits for 12
months, except that those benefits will terminate upon receipt of
comparable benefits from another employer.  In the event of
termination by the Company without cause, the salary continuation
payments will be offset by the amount of any compensation he
receives during the severance period from the Company, any other
employer or as an independent contractor.

In the event Mr. Mills' employment with the Company is terminated
during the period commencing six months prior to a change of
control of the Company and ending one year after a change of
control, or if he separates from service for good reason, as
defined in the Agreement, within one year after a change of
control of the Company, then he will be entitled to a lump sum
payment equal to two times his annual base salary at a rate equal
to the greater of the rate in effect immediately before his
separation or the rate in effect immediately before the change of
control.  In addition he will receive continued medical and dental
coverage under the Company's benefit plans pursuant to COBRA for
up to two years following his separation from service at the
Company's cost, and continued life and disability insurance
benefits, also at the Company's cost.  All outstanding unvested
awards under the 2002 Stock Incentive Plan and the 2012 Stock
Incentive Plan will vest in full.

A full-text copy of the Executive Employment Agreement dated May
30, 2014, between Stereotaxis, Inc. and William C. Mills III is
available for free at http://is.gd/M5GMvH

                       About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $68.75 million in 2013,
following a net loss of $9.23 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $29.83 million in total
assets, $45.42 million in total liabilities and a $15.59 million
total stockholders' deficit.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
net capital deficiency.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


STUYVESANT TOWN: Assets Tied to $300MM Debt to Be Sold June 13
--------------------------------------------------------------
PCV-M Holdings LLC will hold a public foreclosure sale on June 13,
2014, at the New York Supreme Court for New York County, at 60
Centre Street, New York, to sell to the highest qualified bidder
all of the right, title and interest of:

     (A) PCV ST Mezz 1 LP and ST Mezz 1 LP -- the Mezz 1 Debtors
-- in (i) 100% of the issued and outstanding limited partnership
interests and limited liability company membership interest in PCV
ST Owner LP, PCV ST Owner GP LLC -- the general partner of PCV ST
Owner LP -- ST Owner LP and ST Owner GP LLC -- the general partner
of ST Owner LP; and (ii) certain rights and property relating and
appurtenant thereto pledged to the Secured Party by the Mezz 1
Debtors; and

     (B) PCV ST Mezz 2 LP and ST Mezz 2 LP -- the Mezz 2 Debtors
-- in (i) 100% of the issued and outstanding limited partnership
interests and limited liability company membership interest in the
Mezz 1 Debtors, PCV ST Mezz 1 GP LLC -- the general partner of PCV
ST Mezz 1 LP -- and ST Mezz 1 GP LLC -- the general partner of ST
Mezz 1 LP -- and (ii) certain rights and property relating and
appurtenant thereto pledged to the Secured Party by the Mezz 2
Debtors; and

     (C) PCV ST Mezz 3 LP and ST Mezz 3 LP -- the Mezz 3 Debtors
-- in (i) 100% of the issued and outstanding limited partnership
interests and limited liability company membership interest in the
Mezz 2 Debtors, PCV ST Mezz 2 GP LLC -- the general partner of PCV
ST Mezz 2 LP -- and ST Mezz 2 GP LLC -- the general partner of ST
Mezz 2 LP -- and (ii) certain rights and property relating and
appurtenant thereto pledged to the Secured Party by the Mezz 3
Debtors.

The Mezz 1 Debtors own 100% of the equity ownership in entities
that own the property, rights, interests, and estates in the
premises commonly known as "Peter Cooper Village, bounded by East
23rd Street, Franklin Delano Roosevelt Drive, East 20th Street,
and First Avenue, New York, New York a/k/a Block 978 Lot 1, and
"Stuyvesant Town", bounded by East 20th Street, Frank Delano
Roosevelt Drive, Avenue C, East 14th Street, and First Avenue, New
York, a/k/a Bock 972 Lot 1.  The Premises are encumbered by a
mortgage loan in the original principal amount, excluding accrued
and unpaid interest and other fees and costs, of $3 billion made
by certain lenders to the entities that own the Premises.

The Mezz 2 Debtors own 100% of the equity ownership in the Mezz 1
Debtors.

The Mezz 3 Debtors own 100% of the equity ownership in the Mezz 2
Debtors.

The sales will be held on a "where is, as is" basis, with reserve,
and without any representations or warranties of any kind, whether
express or implied.

The Secured Party reserves the right to establish bidding
procedures, approve or reject any bids in its sole discretion, and
to have potential bidders demonstrate their ability to perform and
close to the satisfaction of the Secured Party.  The Secured Party
also reserves the right to credit bid at the auction, assign its
bid, and credit the purchase price against the expenses of the
sales and the secured obligations.  The Secured Party reserves the
right to adjourn, continue or cancel the auction without further
notice.

The sales are being held to enforce the rights of the Secured
Party under:

     -- the Amended and Restated Mezzanine 1 Loan Agreement and
Amended and Restated Pledge and Security Agreement, each dated
Feb. 16, 2007, among Wachovia Bank, NA, and Merrill Lynch Mortgage
Lending Inc. -- as Original Mezz Lenders -- and their successors
and assigns; and the Mezz 1 Debtors;

     -- the Amended and Restated Mezzanine 2 Loan Agreement and
Amended and Restated Pledge and Security Agreement, each dated
Feb. 16, 2007, among Wachovia Bank and Merrill Lynch Mortgage
Lending and their successors and assigns; and the Mezz 2 Debtors;
and

     -- the Amended and Restated Mezzanine 3 Loan Agreement and
Amended and Restated Pledge and Security Agreement, each dated
Feb.16, 2007, among Wachovia Bank and Merrill Lynch Mortgage
Lending and their successors and assigns; and the Mezz 3 Debtors.

Any parties interested in further information about the
Collateral, the exact location of the sales at the New York
Supreme Court for New York County, the requirements to be a
"qualified bidder" and/or the Terms of Public Sale should contact
any of the following at Eastdil Secured L.L.C.:

     Jean Celestin
     EASTDIL SECURED L.L.C.
     40 West 57th Street, 22nd Floor
     New York, NY 10019
     Tel: 212-315-7322
     E-mail: jcelestin@eastdilsecured.com

          - and -

     Doug Harmon
     EASTDIL SECURED L.L.C.
     40 West 57th Street, 22nd Floor
     New York, NY 10019
     Tel: 212-315-7243
     E-mail: dharmon@eastdilsecured.com

          - and -

     Adam Spies
     EASTDIL SECURED L.L.C.
     40 West 57th Street, 22nd Floor
     New York, NY 10019
     Tel: 212-315-7317
     E-mail: aspies@eastdilsecured.com

                           *     *     *

In May 2014, Bloomberg News' Sarah Mulholland and David M. Levitt
reported that the apartment complex has attracted suitors
including Fortress Investment Group LLC.  The report related that
a person familiar with the talks said Fortress is in discussions
with lenders to finance an acquisition that values the complex at
about $4.7 billion.  That source, who asked not to be identified
because the talks are private, said Fortress is seeking partners
to contribute about $2.4 billion in cash to the deal.  The source
added that the size of the transaction could approach $4.9 billion
including funding for taxes and fees associated with the purchase.

Bloomberg also reported that Barclays Plc said in a note last
month that one outcome could be that Fortress would pay off the
senior note holders and assume ownership of the property at next
month's auction, leading to a much faster timeline than had been
anticipated.

The report added that the property was appraised for $3.4 billion
in September, according to Barclays's analysts, who estimate the
complex is now worth at least $4 billion.

Bloomberg noted that a potential hurdle to a Fortress bid would be
claims that CWCapital Asset Management LLC -- which serves as
special servicer for the loan tied to the complex -- would be
conflicted in a sale to its parent.  CWCapital is owned by New
York-based Fortress, and has been in charge of the apartment
complex and managing the debt tied to the complex, on behalf of
senior bondholders, since the property's owners defaulted on a $3
billion mortgage in 2010.

"In theory, there could be a problem," said Scott Tross, a partner
at Herrick Feinstein LLP.  "You do have a public auction
situation, so there is an opportunity for other people to get
involved if they want to. So I don't think it is necessarily a
problem."

CWCapital is holding the foreclosure sale for $300 million of
junior loans, according to the report.

According to Bloomberg, Amherst Securities Group LP has said the
complex's annual income has climbed by $54 million since Tishman
Speyer Properties LP and BlackRock Inc. walked away from their
investment after plans to raise rents crumbled.  Bloomberg News
recounted that Tishman Speyer and BlackRock took $1.4 billion in
subordinate mezzanine debt in addition to the $3 billion mortgage
when they acquired Stuyvesant Town for $5.4 billion near the
property market's peak in 2006.  The senior loan was carved up and
packaged into bonds with debt linked to all kinds of commercial
real estate types and spread over five deals.

Bloomberg noted that CWCapital the debt from Bill Ackman's
Pershing Square Capital Management LP and Winthrop Realty Trust in
2010 after the investors' attempt to take over the property by
putting it into bankruptcy was thwarted by the courts.

"By holding the foreclosure sale, they're moving one step closer
to having something they can actually go and sell to a third
party," said Joshua Stein, principal of New York-based commercial
real estate law firm Joshua Stein PLLC, told Bloomberg in a
telephone interview.  "Presumably with all the interest in
Manhattan real estate right now, there should be a lot of
interest."

Bloomberg also reported that Brookfield Asset Management Inc., a
Toronto-based private-equity firm with about $175 billion under
management, is working with tenants at the complex on a bid for
the property based on converting apartments into condominiums as a
way of paying off bondholders.  The report said the tenants have
been a vocal force, suing Tishman Speyer to block it from
executing its plan to raise the cost of rent-regulated units to
market rates and evict illegal occupants.

"Brookfield is still working with the Stuyvesant Town tenants'
association on a bid," said Andrew Willis, a spokesman for the
company, according to the report.

Stuyvesant Town and Peter Cooper Village is home to more than
30,000 residents.  MetLife Inc. built the property in the 1940s
with city assistance to house returning World War II veterans.


SURGICAL SPECIALTIES: Moody's Lowers Corp. Family Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Surgical Specialties
Corporation (US), Inc.'s Corporate Family Rating to Caa1 from
B3, Probability of Default rating to Caa2-PD from Caa1-PD and
senior secured credit facilities rating to Caa1 from B3. The
rating outlook is stable. This rating action concludes the review
for downgrade placed on March 17, 2014.

The rating downgrade incorporates Moody's concern regarding the
viability of SSC's business model and ability to compete
effectively in light of its negative operating performance trend.
Moody's believes that the sale of its innovative Quill knotless
suture technology to Johnson & Johnson (JNJ) has significantly
weakened SSC's ability to compete with JNJ and maintain its own
Quill sales, which has led to material earnings deterioration in
the past two quarters. Moody's expects the competitive headwinds
will persist and could intensify in the coming year, exerting
additional pressure on SSC's earnings and cash flow. The rating
action also reflects the company's shift in its corporate strategy
towards growing the topline through potential tuck-in acquisitions
as evidenced by a recent credit agreement amendment. This change
in financial policy is contrary to Moody's original expectation of
growing the business organically, and could result in higher
financial leverage and business risks at a time when SSC's core
earnings are under pressure.

The following ratings were downgraded:

Surgical Specialties Corporation (US), Inc.

Corporate Family Rating -- to Caa1 from B3

PDR to Caa2-PD from Caa1-PD

First lien senior secured Term Loan B to Caa1 (LGD3, 34%) from B3,
(LGD3, 35%)

First lien senior secured Revolver to Caa1 (LGD3, 34%) from B3,
(LGD3, 35%)

Rating Rationale

Surgical Specialties Corporation's Caa1 CFR reflects its weak
operating trend and earnings vulnerability to competitive pressure
given its extremely small revenue base and its focus on narrow
customer segments within the wound closure and surgical blade
market. The broader surgical products market is dominated by much
larger players including Johnson & Johnson (Aaa stable) and
Covidien (Baa1 stable). SSC offers a limited array of branded
lower tech surgical products that are focused on very narrow
product or customer segments such as ophthalmic blades; however,
the company reportedly is among the leading players within these
narrow segments. Concerns are partly offset by moderately high
leverage of below 4.0x Debt/EBITDA, which is lower than what is
typically associated with Caa1 rated issuers.

The stable outlook reflects Moody's expectation that the earnings
decline could see some moderation in the next year as the company
implements a sales force restructuring while optimizing its
manufacturing footprint to achieve cost savings. The outlook also
anticipates that the company will maintain adequate liquidity,
such that its free cash flow remains at least break-even. However,
earnings pressure as well as costs associated with implementation
of operating initiatives will likely strain cash flow and diminish
headroom under the financial covenants.

If the company sees significant impairment in liquidity or
continues to fail to replace lost revenues because of a downturn
in Quill sales, the ratings could be downgraded.

If the company is able to demonstrate its ability to defend its
market position, continue to grow its sales of Quill and other
products alongside JNJ as a competitor, resulting in a stabilized
and more predictable earnings pattern and sustainable positive
free cash flow, the ratings could be upgraded.

The principal methodology used in this rating was the Global
Medical Product and Device Industry published in October 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Surgical Specialties Corporation (US), Inc. (SSC) is the borrowing
entity for Angiotech Pharmaceuticals, Inc, headquartered in
Vancouver, Canada. SSC and its operating subsidiaries manufacture
single-use surgical products within the areas of surgical wound
closure, oral surgery and ophthalmology. Product sales for SSC
were approximately $128 million during fiscal 2013.


VELTI INC: Chap. 11 Liquidation Plan Confirmed
----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Velti Inc., et al.'s Chapter 11 plan of liquidation, allowing the
provider of marketing and advertising services for mobile devices
to exit bankruptcy after being sold to GSO Capital Partners LP in
January.

GSO, an affiliate of Blackstone Group LP, GSO acquired the
business in exchange for debt, the assumption of specified debt,
and $1.25 million in cash for curing payment defaults on contracts
going along with the sale.

Only the Internal Revenue Service objected to the confirmation of
the Plan.  To resolve the objection, the confirmation order
provides that it does not affect the ability of the IRS to pursue
any non-debtors to the extent allowed by non-bankruptcy law for
any liabilities that may be related to any federal tax
liabilities, or affect the rights of the IRS to assert setoff and
recoupment.

                          About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


VERTELLUS SPECIALTIES: Moody's Says Caa1 Rating Outlook Unchanged
-----------------------------------------------------------------
Moody's says that Vertellus Specialties Inc.'s (Vertellus, Caa1)
outlook remains positive following the termination of the sale of
the Biomaterials business.

Vertellus Specialties Inc., a private company controlled by
private equity firm Wind Point Partners, is a leading global
manufacturer of pyridine and picoline derivative chemicals and
producer of renewable chemistries for plastics and coatings, high
performance additives for medical and plastics applications, and
complex intermediates for pharmaceutical and agriculture
customers. Vertellus offers a broad array of products to a diverse
range of customers in seven target markets: agricultural,
nutrition, personal care, industrial specialties, polymers and
plastics, pharmaceutical and medical, and CASE (coatings,
adhesives, sealants and elastomers). Headquartered in
Indianapolis, Indiana, the company has operating facilities in the
U.S., the United Kingdom, Belgium, India and China. Revenues for
the fiscal year ending March 31, 2014 were $586 million.


WORLDWIDE MIXED MARTIAL: June 10 Hearing on Dismissal of Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey is set to
hold a hearing on June 10 to consider the dismissal of the Chapter
11 case of Worldwide Mixed Martial Arts Sports, Inc.

On Feb. 10, Luigi Agostini, Edward Daspin and Lawrence May, asked
the court to dismiss the involuntary Chapter 11 case they filed
against the Boonton, New Jersey-based company.

On March 26, Novuss Media Inc. filed an objection to the dismissal
of the case, arguing that the petitioners failed to notify
creditors of their motion to dismiss the case.  The company also
argued that the petitioners failed to lodge with the court a
schedule identifying the true creditors although they are well
known to the petitioners and are carried on WMMA's books and
records as creditors.

          About Worldwide Mixed Martial Arts Sports, Inc.

Lawrence C. May, Edward M. Daspin, and Luigi Agostini filed an
involuntary Chapter 11 case against Boonton, New Jersey-based
Worldwide Mixed Martial Arts Sports, Inc., aka Worldwide Mixed
Martial Arts Sports, Inc. and its subsidiary Worldwide MMA, USA,
Inc. and its parent WMMA Holdings, Inc. (Bankr. D. N.J. Case No.
13-35006) on Nov. 14, 2013.  The Hon. Rosemary Gambardella
presides over the case.


ZALE CORP: Andrew Barroway Reports 9% Equity Stake
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Andrew Barroway and his affiliates disclosed that as
of May 22, 2014, they beneficially owned 3,904,309 shares of
common stock of Zale Corporation representing 9 percent calculated
based upon 43,145,744 Shares outstanding, which reflects the
number of Shares outstanding as of April 30, 2014, as reported in
the Company's definitive proxy statement on Schedule 14A filed on
May 1, 2014.  A full-text copy of the regulatory filing is
available for free at http://is.gd/HfxRqL

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

As of April 30, 2014, Zale Corp had $1.26 billion in total assets,
$1.05 billion in total liabilities and $205.73 million in total
stockholders' investment.


ZALE CORP: Files 2013 Conflict Minerals Report
----------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission a specialized disclosure report on Form SD for the
reporting period from January 1 to Dec. 31, 2013.

The SEC, in August 2012, adopted a rule mandated by the Dodd-Frank
Wall Street Reform and Consumer Protection Act to require
companies to publicly disclose their use of conflict minerals that
originated in the Democratic Republic of the Congo (DRC) or an
adjoining country.

Conflict Minerals are defined as columbite-tantalite (coltan),
casserite, gold, wolframite, and derivatives initially limited to
tantalum, tin, and tungsten.

Adjoining countries are those that share an internationally
recognized border with the DRC, which presently includes Angola,
Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

"Based on a reasonable country of origin inquiry, Zale Corporation
(the "Company") has concluded that it is not required to file a
Conflict Minerals Report as an exhibit to this Form SD.  As
described further below, as part of the Company's reasonable
country of origin inquiry, the Company received representations
from its suppliers that the conflict minerals supplied to the
Company did not originate in the covered countries or that they
came from recycled or scrap sources.  Except as indicated below,
the Company's business generally does not involve ?manufacturing?
or "contracting to manufacture" a product within the meaning of
Form SD," the Company stated in the filing.

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

                         http://is.gd/vXUPMw

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

As of April 30, 2014, Zale Corp had $1.26 billion in total assets,
$1.05 billion in total liabilities and $205.73 million in total
stockholders' investment.


ZOGENIX INC: Files Conflict Minerals Report with SEC
----------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission a specialized disclosure report on Form SD for the
reporting period from January 1 to Dec. 31, 2013.

In 2012, the SEC adopted Rule 13p-1 under the Securities Exchange
Act of 1934 and the Specialized Disclosure Report on Form SD to
implement the conflict mineral provisions in Section 1502 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act.  The
Rule and Form SD require public reporting companies with Conflict
Minerals that are necessary to the functionality or production of
a product they manufacture, or contract to manufacture, to
disclose annually whether any of those Conflict Minerals
originated in the Democratic Republic of Congo or certain
countries that share an internationally-recognized border with the
DRC.  The term "Conflict Minerals" means cassiterite, columbite-
tantalite (coltan), gold, wolframite and their derivatives (which
are currently limited to tantalum, tin and tungsten).

"Based on its RCOI described above, Zogenix has determined that
the tungsten necessary to the functionality or production of its
SUMAVEL DosePro product did not originate in the DRC or an
adjoining country and it has no reason to believe the tungsten was
sourced in the DRC or an adjoining country," the Company said in
the Report.

A full-text copy of the Conflict Minerals Disclosure is also
available on the Company's Web site: www.zogenix.com

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.  The Company's balance
sheet at March 31, 2014, showed $99.98 million in total assets,
$97.56 million in total assets, $2.41 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* New York High Court Weighs Unfinished Business Rule
-----------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
New York's highest court weighed whether law firms that hire
partners from dissolving firms should be obligated to help repay
the dead firm's creditors by turning over profits earned on work
the new partners bring with them.

According to the report, law firm bankruptcy administrators have
long argued that the so-called unfinished business doctrine makes
profits from assignments that partners take to new firms a
legitimate asset of the defunct firm, which can then be used to
pay creditors.  But partners at the nation's top law firms say
client business isn't a commodity that can be bought and sold and
that they shouldn't be punished for sticking with clients when a
firm goes under, the report related.

The issue came before the New York Court of Appeals after dueling
appeals in federal court -- stemming from the bankruptcies of
Thelen LLP and Coudert Brothers LLP -- left case law in New York
unclear. Facing the two appeals, the Second U.S. Circuit Court of
Appeals asked the New York court to look at the issue from a state
law perspective.

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

Coudert has been succeeded by Development Specialists, Inc. in its
capacity as Plan Administrator under the confirmed chapter 11
plan.


* Delaware Art Museum's Planned Sale of Homer Work Draws Ire
------------------------------------------------------------
Scott Calvert and Kelly Crow, writing for The Wall Street Journal,
reported that the Delaware Art Museum is moving ahead with plans
to sell at least two paintings to pay off a debt, including a
popular piece by American master Winslow Homer. The rare move has
roiled the art world, where a collection is considered a public
trust, the report said.

According to the report, the museum says selling as many as four
works is the only way it can retire a $19.8 million debt and
replenish its endowment.  It says the alternative would be closing
the century-old Wilmington institution and its 12,500-object
collection, the report related.


* Bankruptcy Filings Decline 12% Year-to-Date
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 405,500 bankruptcy filings of all types so far
this year are down by 12 percent, compared with the first five
months of 2013.

May's 85,700 filings, the second most in any month this year, were
up 2 percent from April on a daily basis, although 11 percent
fewer than May 2013, the report related, citing data compiled from
court records by Epiq Systems Inc.  The 4,200 commercial
bankruptcies of all types in May came in 21 percent below May
2013, the report related.


* Robert Klyman Joins Gibson Dunn in Los Angeles
------------------------------------------------
Gibson, Dunn & Crutcher LLP said Robert Klyman is joining the firm
as a partner.  Klyman joins the firm's Business Restructuring and
Reorganization Practice Group.  He will be based in the Los
Angeles office and will spend substantial time in the New York
office.  He was formerly a partner with Latham & Watkins.

"We are pleased to welcome Robert to the firm," said Ken Doran,
Chairman and Managing Partner of Gibson Dunn. "He is a talented
lawyer, and his experience handling large debtor cases, bankruptcy
M&A matters and bankruptcy litigation makes him a strong addition
to the firm's reorganization practice in Los Angeles and
nationally."

"Robert is an excellent lawyer," said Jeffrey Krause, Co-Chair of
the firm's Business Restructuring and Reorganization Practice
Group.  "He has a very versatile skill set and a strong reputation
in the market.  We are delighted to have him on the team."

"I look forward to working with my new colleagues at Gibson Dunn,"
Klyman said.  "Gibson Dunn's collegial culture, entrepreneurial
spirit, and strong litigation and corporate platforms will assist
me in continuing to expand and build upon my practice."

Klyman focuses his practice on corporate bankruptcy, restructuring
and litigation, representing debtors, acquirers, lenders,
creditors and boards of directors.  He has extensive experience
representing debtors in chapter 11 cases and out-of-court
restructuring matters, including pre-packaged and pre-negotiated
bankruptcy cases.  He has represented clients in litigating
complex bankruptcy and commercial matters arising from chapter 11
cases, both at trial and on appeal.  He also regularly advises
strategic and financial acquirers of assets and companies through
the chapter 11 process, including with respect to strategic DIP
financing and takeover-related litigation and in chapter 9
bankruptcy cases.

Prior to joining Gibson Dunn, Klyman practiced at Latham & Watkins
since 1989.  He graduated cum laude from University of Michigan
Law School in 1989.

                        About Gibson Dunn

Gibson, Dunn & Crutcher LLP -- http://www.gibsondunn.com-- is a
leading international law firm.  Consistently ranking among the
world's top law firms in industry surveys and major publications,
Gibson Dunn is distinctively positioned in today's global
marketplace with more than 1,100 lawyers and 18 offices, including
Beijing, Brussels, Century City, Dallas, Denver, Dubai, Hong Kong,
London, Los Angeles, Munich, New York, Orange County, Palo Alto,
Paris, San Francisco, Sao Paulo, Singapore, and Washington, D.C.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Jeremy Dale Price and Gwen Renee Price
   Bankr. W.D. Mo. Case No. 14-41797
      Chapter 11 Petition filed May 21, 2014

In re Licking River Resources, Inc.
   Bankr. E.D. Ky. Case No. 14-10203
     Chapter 11 Petition filed May 23, 2014
         Filed Pro Se

In re Fox Knob Coal Co., Inc.
   Bankr. E.D. Ky. Case No. 14-60619
     Chapter 11 Petition filed May 23, 2014
         Filed Pro Se

In re Frank Paul Monceaux and Debra Badon Monceaux
   Bankr. W.D. La. Case No. 14-50627
      Chapter 11 Petition filed May 23, 2014

In re Kevin Jon Ketchum
   Bankr. D. Ariz. Case No. 14-08036
      Chapter 11 Petition filed May 27, 2014

In re Ada L. Brown
   Bankr. N.D. Ill. Case No. 14-19763
      Chapter 11 Petition filed May 27, 2014

In re Richard Corey Egner
   Bankr. D. Ore. Case No. 14-33024
      Chapter 11 Petition filed May 27, 2014

In re Asousa Partnership
   Bankr. E.D. Pa. Case No. 14-14230
     Chapter 11 Petition filed May 27, 2014
         See http://bankrupt.com/misc/paeb14-14230.pdf
         represented by: Jon M. Adelstein, Esq.
                         ADELSTEIN & KALINER, LLC
                         E-mail: jma@tradenet.net

In re Jeffrey S. Wick
   Bankr. D. Ariz. Case No. 14-08139
      Chapter 11 Petition filed May 28, 2014

In re Zowwa, Inc.
   Bankr. D. Ariz. Case No. 14-08177
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/azb14-08177.pdf
         represented by: Brian W. Hendrickson, Esq.
                         THE HENDRICKSON LAW FIRM, PLLC
                         E-mail: bwh@hendricksonlaw.net

In re Berta Margarita Rubio
   Bankr. C.D. Cal. Case No. 14-16987
      Chapter 11 Petition filed May 28, 2014

In re Scott Hirsch
   Bankr. C.D. Cal. Case No. 14-20449
      Chapter 11 Petition filed May 28, 2014

In re Manuel Torres
   Bankr. N.D. Cal. Case No. 14-52301
      Chapter 11 Petition filed May 28, 2014

In re David Chatkin
   Bankr. S.D. Fla. Case No. 14-22204
      Chapter 11 Petition filed May 28, 2014

In re New Jerusalem Holiness Church Inc.
   Bankr. N.D. Ga. Case No. 14-60316
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/ganb14-60316.pdf
         represented by: Kenneth Mitchell, Esq.
                         GIDDENS, MITCHELL & ASSOCIATES, P.C.
                         E-mail: gmapclaw1@gmail.com

In re Saed A. Nabi
   Bankr. N.D. Ga. Case No. 14-60320
      Chapter 11 Petition filed May 28, 2014

In re Debra A. Kaleta
   Bankr. N.D. Ill. Case No. 14-19869
      Chapter 11 Petition filed May 28, 2014

In re Earl William Washington, Jr.
   Bankr. D. Md. Case No. 14-18546
      Chapter 11 Petition filed May 28, 2014

In re David Warren Fairweather
   Bankr. D. Md. Case No. 14-18615
      Chapter 11 Petition filed May 28, 2014

In re Universal Investments Group, LLC
   Bankr. E.D. Mich. Case No. 14-49130
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/mieb14-49130.pdf
         represented by: Scott F. Smith, Esq.
                         SMITH LAW GROUP, PLLC
                         E-mail: ssmith3352@aol.com

In re CU29, Ltd.
   Bankr. E.D.N.Y. Case No. 14-42704
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/nyeb14-42704.pdf
         represented by: Michael A. King, Esq.
                         E-mail: Romeo1860@aol.com

In re JSM Pharmacy, Inc.
   Bankr. S.D.N.Y. Case No. 14-11603
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/nysb14-11603.pdf
         represented by: Neil H. Ackerman, Esq.
                         THE ACKERMAN LAW FIRM, LLC
                         E-mail: nackerman@acklaw.co

In re Kenneth Marvin Elliott and Sandra Joan MacFadden
   Bankr. D. Ore. Case No. 14-33053
      Chapter 11 Petition filed May 28, 2014

In re Alliance of Youth Mission Ministries, Inc.
   Bankr. E.D. Pa. Case No. 14-14323
     Chapter 11 Petition filed May 28, 2014
         Filed Pro Se

In re Juan Ruiz Valentin
   Bankr. D.P.R. Case No. 14-04242
      Chapter 11 Petition filed May 28, 2014

In re Wi Pet Store, Inc.
   Bankr. D.P.R. Case No. 14-04256
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/prb14-04256.pdf
         represented by: Modesto Bigas Mendez, Esq.
                         BIGAS & BIGAS
                         E-mail: modestobigas@yahoo.com

In re 500 East, LLC
   Bankr. D. Utah Case No. 14-25505
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/utb14-25505.pdf
         represented by: Eric C. Singleton, Esq.
                         THE ALTA LAW GROUP, PLLC
                         E-mail: eric@thealtalawgroup.com

In re GP 901, LLC
   Bankr. W.D. Wis. Case No. 14-12400
     Chapter 11 Petition filed May 28, 2014
         See http://bankrupt.com/misc/wiwb14-12400.pdf
         represented by: Craig E. Stevenson, Esq.
                         DEWITT ROSS & STEVENS, S.C.
                         E-mail: ces@dewittross.com

In re Jen M. Braffith
   Bankr. D. Ariz. Case No. 14-08222
      Chapter 11 Petition filed May 29, 2014

In re Walter Peczon
   Bankr. C.D. Cal. Case No. 14-13388
      Chapter 11 Petition filed May 29, 2014

In re Boris Gonzalez Lobo
   Bankr. S.D. Fla. Case No. 14-22341
      Chapter 11 Petition filed May 29, 2014

In re Prince Tucker Inc.
   Bankr. N.D. Ga. Case No. 14-60402
     Chapter 11 Petition filed May 29, 2014
         See http://bankrupt.com/misc/ganb14-60402.pdf
         represented by: Kenneth Mitchell, Esq.
                         GIDDENS, MITCHELL & ASSOCIATES, P.C.
                         E-mail: gmapclaw1@gmail.com

In re Broadway Chip and Pallet Corporation
   Bankr. W.D. La. Case No. 14-11221
     Chapter 11 Petition filed May 29, 2014
         See http://bankrupt.com/misc/lawb14-11221.pdf
         represented by: John W. Luster, Esq.
                         E-mail: luster_j@bellsouth.net

In re Rosa Lopez
   Bankr. N.D. Ill. Case No. 14-20174
      Chapter 11 Petition filed May 29, 2014

In re Teresa Jean Moore and Robert Garvin Moore
   Bankr. D. Nev. Case No. 14-13791
      Chapter 11 Petition filed May 29, 2014

In re Meridian Sheet Metal, Inc.
   Bankr. W.D. Okla. Case No. 14-12258
     Chapter 11 Petition filed May 29, 2014
         See http://bankrupt.com/misc/okwb14-12258.pdf
         represented by: Kenneth Lee Peacher, Esq.
                         E-mail: kpeacher@nashfirm.com

In re Rodger C. Jarrell Real Estate & Mortgages, Inc.
   Bankr. D. S.C. Case No. 14-03102
     Chapter 11 Petition filed May 29, 2014
         See http://bankrupt.com/misc/scb14-03102.pdf
         represented by: Robert H. Cooper, Esq.
                         THE COOPER LAW FIRM
                         E-mail: bknotice@thecooperlawfirm.com

In re Kevin Odell Dennis, Sr.
   Bankr. M.D. Tenn. Case No. 14-04292
      Chapter 11 Petition filed May 29, 2014

In re Michelle Annette Johnson
   Bankr. N.D. Tex. Case No. 14-42147
      Chapter 11 Petition filed May 29, 2014

In re Clint Justin Walker
   Bankr. D. Ariz. Case No. 14-08421
      Chapter 11 Petition filed May 30, 2014

In re Granite Plus, Inc.
   Bankr. D. Ariz. Case No. 14-08334
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/azb14-08334.pdf
         represented by: Charles R. Hyde, Esq.
                         LAW OFFICES OF C.R. HYDE
                         E-mail: crhyde@gmail.com

In re Harry D. Chandler, Jr. and Joy Chandler
   Bankr. D. Ariz. Case No. 14-08355
      Chapter 11 Petition filed May 30, 2014

In re Navid Abedian and Linda Kay Abedian Stevens
   Bankr. D. Ariz. Case No. 14-08422
      Chapter 11 Petition filed May 30, 2014

In re Diane Odessa Mandap
   Bankr. C.D. Cal. Case No. 14-20697
      Chapter 11 Petition filed May 30, 2014

In re El Camino ADHC, Inc.
   Bankr. C.D. Cal. Case No. 14-20727
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/cacb14-20727.pdf
         represented by: Vakhe Khodzhayan, Esq.
                         KG LAW
                         E-mail: vahe@lawyer.com

In re Frank Pena Gutierrez
   Bankr. C.D. Cal. Case No. 14-20590
      Chapter 11 Petition filed May 30, 2014

In re Fry's 57 Freeway Investment, LLC
        aka Fry's 57 Shell Station
   Bankr. C.D. Cal. Case No. 14-20574
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/cacb14-20574.pdf
         represented by: Dana M. Douglas, Esq.
                         E-mail: dmddouglas@hotmail.com

In re Renita McDowell
   Bankr. C.D. Cal. Case No. 14-20624
      Chapter 11 Petition filed May 30, 2014

In re Tara Capital, LLC
   Bankr. C.D. Cal. Case No. 14-13444
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/cacb14-13444.pdf
         represented by: Stanley D. Bowman, Esq.
                         E-mail: sb@stanleybowman.com

In re Yolanda L. Martinez
   Bankr. C.D. Cal. Case No. 14-20606
      Chapter 11 Petition filed May 30, 2014

In re The Bookhouse Group, Inc.
   Bankr. N.D. Ga. Case No. 14-60536
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/ganb14-60536.pdf
         represented by: Paul Reece Marr, Esq.
                         PAUL REECE MARR, P.C.
                         E-mail: paul@paulmarr.com

In re Hierz Scrap Service, Inc.
   Bankr. N.D. Ill. Case No. 14-20277
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/ilnb14-20277.pdf
         represented by: David P. Lloyd, Esq.
                         DAVID P. LLOYD, LTD.
                         E-mail: courtdocs@davidlloydlaw.com

In re Argonaut Restaurant & Diner, Inc.
        dba Argonaut Diner
   Bankr. S.D.N.Y. Case No. 14-22771
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/nysb14-22771.pdf
         represented by: Lawrence Morrison, Esq.
                         MORRISON TENEBAUM, PLLC
                         E-mail: morrlaw@aol.com

In re Leslie Rance
   Bankr. S.D. Fla. Case No. 14-22543
      Chapter 11 Petition filed May 30, 2014

In re TP & DL, LLC
        dba Top Of The Class Learning Center
   Bankr. D. Nev. Case No. 14-13895
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/nvb14-13895.pd
         represented by: Michael C. Van, Esq.
                         SHUMWAY VAN & HANSEN, CHTD
                         E-mail: michael@shumwayvan.com

In re New York Kali Mandir, Inc.
   Bankr. E.D.N.Y. Case No. 14-72525
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/nyeb14-72525.pdf
         represented by: Jonathan E. Kroll, Esq.
                         JONATHAN E. KROLL & ASSOCIATES, PPLC

In re James M. Glover
   Bankr. S.D.N.Y. Case No. 14-22769
      Chapter 11 Petition filed May 30, 2014

In re Monsey 26 Realty, LLC
   Bankr. S.D.N.Y. Case No. 14-22770
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/nysb14-22770.pdf
         represented by: Harvey S. Barr, Esq.
                         BARR, POST & ASSOCIATES
                         E-mail: info@bplegalteam.com


In re Peter F. Ricciardi and Madelyn D. Ricciardi
   Bankr. S.D.N.Y. Case No. 14-22772
      Chapter 11 Petition filed May 30, 2014

In re Palushi, Inc.
        dba Hollywood Coney Island
   Bankr. E.D. Mich, Case No. 14-49337
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/mieb14-49337.pdf
         represented by: Jeffrey H. Bigelman, Esq.
                         OSIPOV BIGELMAN, P.C.
                         E-mail: jhb_ecf@osbig.com

In re Holly Marie Lucyk
   Bankr. D.N.J. Case No. 14-21258
      Chapter 11 Petition filed May 30, 2014

In re Swissa Inc.
   Bankr. W.D. Wash. Case No. 14-14209
     Chapter 11 Petition filed May 30, 2014
         See http://bankrupt.com/misc/wawb14-14209.pdf
         represented by: Larry B. Feinstein, Esq.
                         VORTMAN & FEINSTEIN
                         E-mail: feinstein2010@gmail.com

In re Moti M Swissa and Mary Ann McDonald Swissa
   Bankr. W.D. Wash. Case No. 14-14215
      Chapter 11 Petition filed May 30, 2014

In re John J. Chihak, Jr. and Robyn A. Chihak
   Bankr. W.D. Wash. Case No. 14-14225
      Chapter 11 Petition filed May 30, 2014

In re Natural Pools and Gardens, Inc.
   Bankr. D. Ariz. Case No. 14-08442
     Chapter 11 Petition filed May 31, 2014
         See http://bankrupt.com/misc/azb14-08442.pdf
         represented by: Charles R. Hyde, Esq.
                         LAW OFFICES OF C.R. HYDE
                         E-mail: crhyde@gmail.com

In re Pamela R. Springer
   Bankr. D. Ariz. Case No. 14-08458
      Chapter 11 Petition filed May 31, 2014

In re Noah Enterprises, Inc.
   Bankr. M.D. Fla. Case No. 14-02709
     Chapter 11 Petition filed May 31, 2014
         See http://bankrupt.com/misc/flmb14-02709.pdf
         represented by: J. Russell Collins, Esq.
                         RUSTY LAW, LLC
                         E-mail: rusty@rustylaw.com

In re Keilly's Automotive, Inc.
   Bankr. M.D. Fla. Case No. 14-06440
     Chapter 11 Petition filed May 31, 2014
         See http://bankrupt.com/misc/flmb14-06440.pdf
         represented by: James D. Jackman, Esq.
                         JAMES D. JACKMAN, P.A.
                         E-mail: jackmanesq@aol.com

In re Mae T. White DDS, PC
   Bankr. N.D. Ga. Case No. 14-60706
     Chapter 11 Petition filed May 31, 2014
         See http://bankrupt.com/misc/ganb14-60706.pdf
         represented by: Diana McDonald, Esq.
                         LAW OFFICE OF DIANA MCDONALD, LLC
                         E-mail: dym@lawfirmmcdonald.com

In re Johnny Harper, Jr. and Patricia K. Harper
   Bankr. W.D. Ky. Case No. 14-32139
      Chapter 11 Petition filed May 31, 2014

In re John Michial Hemphill
   Bankr. W.D. La. Case No. 14-80588
      Chapter 11 Petition filed May 31, 2014

In re Paul Siles and Sharon Siles
   Bankr. E.D. Pa. Case No. 14-14466
      Chapter 11 Petition filed May 31, 2014

In re CJNB, INC
   Bankr. S.D. Fla. Case No. 14-22734
     Chapter 11 Petition filed June 2, 2014
         See http://bankrupt.com/misc/flsb14-22734.pdf
         represented by: Daniel R. Brinley, Esq.
                         LAW OFFICES OF DANIEL R. BRINLEY, P.A.
                         E-mail: drb@fcohenlaw.com

In re Kinan, Inc.
        dba Craft Tech Builders
   Bankr. N.D. Ga. Case No. 14-60919
     Chapter 11 Petition filed June 2, 2014
         See http://bankrupt.com/misc/ganb14-60919.pdf
         represented by: Rodney L. Eason, Esq.
                         THE EASON LAW FIRM
                         E-mail: reason@easonlawfirm.com

In re Force Cheerleading, Inc.
   Bankr. N.D. Ga. Case No. 14-60921
     Chapter 11 Petition filed June 2, 2014
         See http://bankrupt.com/misc/ganb14-60921.pdf
         represented by: Paul Reece Marr, Esq.
                         PAUL REECE MARR, P.C.
                         E-mail: paul@paulmarr.com

In re Horseblock 815, LLC
   Bankr. E.D.N.Y. Case No. 14-72545
     Chapter 11 Petition filed June 2, 2014
         See http://bankrupt.com/misc/nyeb14-72545.pdf
         represented by: Marc A. Pergament, Esq.
                         WEINBERG GROSS & PERGAMENT LLP
                         E-mail: mpergament@wgplaw.com

In re Nausheen Khan
   Bankr. E.D. Pa. Case No. 14-14506
      Chapter 11 Petition filed June 2, 2014

In re Alvaro J. Ramos and Maria Del Carmen Ramos
   Bankr. S.D. Tex. Case No. 14-20242
      Chapter 11 Petition filed June 2, 2014

In re Ashland Research Unit, LLC
   Bankr. S.D. Tex. Case No. 14-33123
     Chapter 11 Petition filed June 2, 2014
         See http://bankrupt.com/misc/txsb14-33123.pdf
         represented by: Marc Douglas Myers, Esq.
                         ADAIR MYERS PLLC
                         E-mail: mm@am-law.com



                             *********

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

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

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

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

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

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

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

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***