TCR_Public/140606.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 6, 2014, Vol. 18, No. 155

                            Headlines

22ND CENTURY: Amends $45 Million Securities Prospectus
AC I MANAHAWKIN: Voluntary Chapter 11 Case Summary
AEROGROW INTERNATIONAL: Files Conflict Minerals Report
ALLEN ACADEMY: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating
AMERICAN TIRE: Moody's Rates $420MM Add-on Senior Term Loan 'B2'

AMERISERV FINANCIAL: Fitch Affirms Then Withdraws 'BB' Rating
AUGUST CAYMAN: S&P Retains B Rating on $380MM First Lien Bank Loan
BANCO CRUZEIRO: Seeks U.S. Chapter 15 Court Protection
BANCO CRUZEIRO: Chapter 15 Case Summary
BIG ISLAND: Tiger Group to Auction Assets on June 17

BISHOP OF SPOKANE: Dist. Court Rejects Bid to Withdraw Reference
BROTHERS MATERIALS: Case Summary & 20 Largest Unsecured Creditors
BUCCANEER ENERGY: Files for Chapter 11 to Stop Suits
BUCCANEER ENERGY: Proposes Epiq as Claims Agent
BUCCANEER ENERGY: Proposes to Reject Glacier, Endeavour Leases

BUDD COMPANY: Court Approves Cleary Gottlieb as UAW Counsel
BUDD COMPANY: Millco Advisors Okayed as UAW's Financial Advisor
BUFFET PARTNERS: Files Proposed Final Budget for Cash Use
CAPITAL ONE: Moody's Assigns 'C' Bank Financial Strength Rating
CARROS FINANCE: Moody's Assigns 'B2' Corporate Family Rating

CASTLE GARDENS: Case Summary & 3 Largest Unsecured Creditors
CHATEAU VEGAS: Southern Wine Gets $5.46-Mil. Final Judgement
COUNTRY VILLA EAST: California Advocates Suit Remanded
DAVITA HEALTHCARE: S&P Raises CCR to 'BB'; Outlook Stable
DETROIT, MI: Fund Manager Sets Goats Grazing in Blighted City

DIGITAL DOMAIN: Can Access DIP Financing Until June 27
DVORKIN HOLDINGS: Ch.11 Trustee Authorized to Sell Properties
DYNEGY INC: Among Bidders for Duke Energy Midwestern Power Plants
ENERGY FUTURE: Wins Final Approval of $4.475 Billion Loan
FERRO CORP: Moody's Keeps Ba3 Rating Over Specialty Plastic Sale

FORTUNE NEST: Judgment Creditor Seeks Information
FREDERICK'S OF HOLLYWOOD: Completes "Going Private" Transaction
GENERAL MOTORS: Fires 15 Employees Over Recall Failures
GREEN FIELD: Carl Marks Advised in Sale of Equipment to Gordon
GSE ENVIRONMENTAL: Court Sets July 7 as Claims Bar Date

GSE ENVIRONMENTAL: Committee Asked Delay of Disclosures Hearing
GSE ENVIRONMENTAL: Gets Final Approval of $35-Mil. DIP Loan
GSE ENVIRONMENTAL: Files Schedules of Assets and Liabilities
HDOS ENTERPRISES: Has Until Aug. 4 to Exclusively File Plan
HDOS ENTERPRISES: Has Until Sept. 1 to Decide on Leases

HDOS ENTERPRISES: May Use Cash Collateral Until July 31
HDOS ENTERPRISES: Wants to Implement Key Employee Retention Plan
HIGH MAINTENANCE: Confirmation Hearing Reset Until June 13
INTERLEUKIN GENETICS: Extends SPA Expiration to December 31
IMPLANT SCIENCES: Files Conflict Minerals Report

INTERNATIONAL MANUFACTURING: Status Conference Slated for June 19
J.C. PENNEY: S&P Assigns 'B' Rating to $1.85BB ABL Credit Facility
JAMES RIVER: Win Final Approval of $110MM DIP Loan, Cash Use
JAMES RIVER: Gets Final Nod to Pay $$7.5MM Critical Vendor Claims
JAMESPORT DEVELOPMENT: July 21 Set as Governmental Units Bar Date

JAMESPORT DEVELOPMENT: Sole Shareholder Files Amended Schedules
JO-ANN STORES: Moody's Lowers CFR to 'B3'; Outlook Stable
LATEX FOAM: Proposes to Use Wells Fargo Cash Collateral
LATEX FOAM: Proposes Zeisler & Zeilser as Counsel
LAZARD GROUP: Moody's Puts 'Ba2' CFR on Review for Upgrade

LION COPOLYMER: Moody's Assigns 'B2' Corporate Family Rating
LION COPOLYMER: S&P Assigns 'B+' CCR; Outlook Stable
LMI AEROSPACE: Moody's Rates New $90MM Revolver Debt 'Ba2'
LMI AEROSPACE: S&P Assigns 'BB-' Rating to New $90MM Revolver Debt
LPATH INC: Presented at ASCO Meeting in Chicago

MERCURY COMPANIES: Comerica Entitled to $168,511 in Fees
METRO-GOLDWYN-MAYER: Moody's Assigns 'Ba2' Corp. Family Rating
METRO-GOLDWYN-MAYER: S&P Assigns 'B' Corp. Credit Rating
MI PUEBLO: Exits Chapter 11; Appoints Javier Ramirez as New CEO
MICHAEL FOODS: S&P Withdraws 'B' CCR After Acquisition by Post

MIPL HOLDINGS: S&P Raises ICR to 'BB+' on Improved Debt Leverage
MMODAL: Proposes July 15 Plan Confirmation Hearing
MOONLIGHT APARTMENTS: Receiver Wants Management Agreement Approved
MURRAY ENERGY: S&P Assigns 'B-' Rating to $400MM Secured Notes
NEW CENTURY FABRICATORS: Sent to Ch. 11; Receiver Balks

NEW HAMPSTEAD: Case Summary & 7 Largest Unsecured Creditors
NEW LIFE INTERNATIONAL: Disclosure Statement Hearing on June 17
NEXT 1 INTERACTIVE: President and Chief Operating Officer Quits
NOVA CHEMICALS: Fitch Affirms 'BB+' IDR; Outlook Revised to Pos.
OVERLAND STORAGE: Files Conflict Minerals Report with SEC

PHH CORPORATION: Fitch Lowers Issuer Default Rating to 'BB-'
PHI GROUP: Reports $5.1 Million Net Loss in Fiscal 2012
PITT PENN: Ch.11 Trustee Needs More Time to Serve Complaints
PITT PENN: Plan Confirmation Hearing Rescheduled to June 19
PRIME PROPERTIES: Plan Outline Hearing Rescheduled to July 10

PROTECTIVE LIFE: Fitch Puts 'BB+' Rating on Rating Watch Positive
RADIOSHACK CORP: Bets on Startups to Boost Store Traffic
ROGERS BANCSHARES: US Trustee Objects to Plan of Liquidation
SBARRO LLC: Joint Prepackaged Plan Declared Effective
SHILO INN: Bankruptcy Court Disapproves Plan Disclosure

SHILO INN: California Bank to Foreclose on Assets After Nov. 7
SHILO INN: Defends Hiring of Green & Markley Litigation Counsel
SIONIX CORP: Plans to Form Joint Venture with BR Investments
STOCKTON, CA: Trial Ends on Fairness of Bankruptcy Plan
TAYLOR, MI: Moody's Affirms 'Ba1' GOLT Rating

TEM ENTERPRISES: Section 341(a) Meeting Set on July 10
TEM ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
TRAVELPORT WORLDWIDE: Tries Again To Go Public
UNIVERSAL COOPERATIVES: Hearing Today on Premium Finance Deal
UPH HOLDINGS: Court Approves Settlement with RiverRock Systems

USEC INC: Hires Capital Recovery Group as Auctioneer
WEST TEXAS GAUR: Can Hire Bracewell & Giuliani as Attorneys
XTREME POWER: Sale of Assets to Younicos Approved
XTREME POWER: Hurdles Objections to Bonus Payments
YMCA OF MILWAUKEE: Files to Downsize and Reduce Debt

YMCA OF MILWAUKEE: Case Summary & 20 Top Unsecured Creditors

* Todd Slotkin Joins Alvarez & Marsal as A&M Global Head

* BOOK REVIEW: Risk, Uncertainty and Profit



                             *********

22ND CENTURY: Amends $45 Million Securities Prospectus
------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission an amended Form S-3 registration statement
relating to the Company's offer to sell up to $45 million of any
combination of its debt securities, common stock, preferred stock,
warrants, stock purchase contracts, and stock urchase units.

The Company amended the registration statement to delay its
effective date.

The Company's common stock is listed on the NYSE MKT under the
symbol "XXII."

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

                        http://is.gd/nTDWFC

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.  As of March 31, 2014, the Company had $11.93 million in
total assets, $1.77 million in total liabilities and $10.15 milion
in total shareholders' equity.


AC I MANAHAWKIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

         Debtor                                  Case No.
         ------                                  --------
         AC I Inv Manahawkin LLC                 14-22791
         909 Third Avenue, 28th Floor
         NEW YORK, NY 10022

         AC I Manahawkin Mezz LLC                14-22792
         909 Third Avenue, 28th Floor
         New York, NY 10022

         AC I Manahawkin LLC                     14-22793
         909 Third Avenue, 28th Floor
         New York, NY 10022

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 4, 2014

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

Judge: Hon. Robert D. Drain

Debtors' Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

                           Estimated       Estimated
                             Assets       Liabilities
                           ------------   -----------
AC I Inv Manahawkin LLC    $50MM-$100MM   $0-$50,000
AC I Manahawkin Mezz LLC   $50MM-$100MM   $1MM-$10MM
AC I Manahawkin LLC        $50MM-$100MM   $10MM-$50MM

The petitions were signed by David Goldwasser, GC Realty Advisors
LLC, managing member.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.


AEROGROW INTERNATIONAL: Files Conflict Minerals Report
------------------------------------------------------
Aerogrow International, Inc., filed with the U.S. Securities and
Exchange Commission a specialized disclosure on Form SD pursuant
to rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1)
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.

AeroGrow has determined that tantalum, tin, tungsten and gold,
collectively "Conflict Minerals," are necessary to the
functionality or production of its products.  In 2013, AeroGrow
contracted for the manufacture of products containing Conflict
Minerals but did not directly manufacture products containing
Conflict Minerals.

"We undertook due diligence measures, including surveying our
direct suppliers via an industry-standard survey template for
conflict minerals, to try to determine the sources of these
minerals, which we purchase through a complex supply chain."

"Currently, we do not have sufficient information from our
suppliers or other sources to determine the country of origin of
the conflict minerals used in our products or identify the
facilities used to process those conflict minerals.  Therefore, we
cannot exclude the possibility that some of these conflict
minerals may have originated in the Democratic Republic of the
Congo or an adjoining country and are not from recycled or scrap
sources," the Company said.

AeroGrow filed a copy of its Conflict Minerals Report which is
available for free at http://is.gd/H6bhNH

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

Aerogrow incurred a net loss of $8.25 million for the year ended
March 31, 2013, as compared with a net loss of $3.55 million
during the prior year.  For the nine months ended Dec. 31, 2013,
the Company incurred a net loss of $246,000.  As of Dec. 31, 2013,
the Company had $5.20 million in total assets, $2.54 million in
total liabilities and $2.65 million in total stockholders' equity.


ALLEN ACADEMY: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB+' long-term rating on Allen
Academy, Mich.'s $17 million series 2013 public school academy
revenue bonds.

"The negative outlook reflects our view of a drop in enrollment
for fiscal 2014, which will constrain the school's ability to meet
the 1x debt service coverage and 60 days' cash-on-hand covenants,
with a possible trigger of an event of default," said Standard &
Poor's credit analyst Duncan Manning.  "In our view, the financial
performance is highly dependent on the student headcount, so we
could lower the rating if the enrollment does not increase in fall
2015, if unanticipated operating pressures occur (such as state
funding cuts resulting in an inability of the school to generate
at least 1x coverage), or if cash declines," added Mr. Manning.

Allen Academy is a kindergarten through grade 12 large charter
school in Detroit, chartered by Ferris State University.  The $17
million fixed-rate series 2013 bond proceeds refunded all of the
school's certificates of participation, funded a debt reserve, and
paid issuance costs.  As a result, these bonds are the school's
only debt.  A pledge on the state aid and a mortgage on the new
facility secure the bonds.


AMERICAN TIRE: Moody's Rates $420MM Add-on Senior Term Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to American Tire
Distributors, Inc.'s ("ATD") proposed $420 million add-on senior
secured term loan, including a $80 million delayed draw portion.
Concurrently, Moody's affirmed the company's B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and B2 rating on the
existing senior secured term loan. The company's Speculative Grade
Liquidity Rating was affirmed at SGL-3. The ratings outlook
remains stable.

Proceeds will be used to repurchase ATD's $250 million senior
secured notes due 2017, reduce borrowings under its asset-based
revolving credit facility by approximately $150 million and pay
for transaction expenses.

Moody's views the transaction as leverage neutral and modestly
positive for the company's liquidity due to the anticipated
increase in available revolver borrowing capacity. However, the
company's Speculative Grade Liquidity Rating of SGL-3 remains
unchanged, as the improvement in the company' overall liquidity
profile is not material, given the increased working capital
requirements following the recent acquisitions.

Rating actions:

Issuer: American Tire Distributors, Inc.

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

Proposed $340 million senior secured term loan due 2018,
assigned B2 (LGD4, 53%)

Proposed $80 million senior secured delayed draw term loan due
2018, assigned B2 (LGD4, 53%)

$300 million senior secured term due 2018, affirmed at B2 (LGD4,
53%) from B2 (LGD4, 56%)

Speculative Grade Liquidity Rating, affirmed at SGL-3

Stable Outlook

The ratings are subject to the receipt and review of final
documentation. The rating on the existing senior secured notes due
2017 will be withdrawn following the closing of the transaction.

Ratings Rationale

The B2 corporate family rating reflects the company's weak credit
metrics, acquisitive growth strategy, and extensive revolver use
to finance acquisitions and capital expenditures for distribution
center openings. As a wholesale distribution business, the company
has characteristically low margins and high fixed costs, which
heighten its sensitivity to fluctuations in unit sales volumes. At
the same time, the rating also incorporates the long-term
stability of replacement tire demand, as well as ATD's good market
position, diverse customer base, adequate liquidity and track
record of deleveraging after acquisitions. Moody's expects that
the 2014 acquisitions of Hercules Tire Holdings (Hercules) and
Terry's Tire Town (Terry's) increased leverage initially to
approximately 7 times Moody's-adjusted debt/EBITDA as of December
2013 (pro-forma, excluding synergies) but the company will delever
to the mid-5 times range by year-end 2015 as a result of synergy
realization and modest organic growth.

The stable outlook reflects Moody's expectation that ATD will
successfully integrate Hercules and Terry's and delever through
earnings growth during 2014-2015, while maintaining adequate
liquidity.

The ratings could be downgraded if ATD fails to integrate its
recent acquisitions as planned, loses a major supplier
relationship, or experiences a significant deterioration in unit
volume, operating margins or liquidity. Additional debt incurrence
including meaningful debt-financed deals before synergies from
Hercules and Terry's are realized could result in a lower rating,
particularly if debt/EBITDA is sustained above 6.5 times or
(EBITDA - CapEx)/interest expense is maintained below 1.5 times.

A ratings upgrade would require the application of free cash flow
towards debt reduction, sustained improvement in credit metrics
and a strengthened liquidity profile. Quantitatively, debt/EBITDA
would need to decrease to near 5.0 times and interest coverage
(EBITDA-CapEx)/interest expense) would need to improve to over 2.0
times.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.

American Tire Distributors, Inc., ("ATD") headquartered in
Huntersville, NC, is a wholesale distributor of tires (over 95% of
sales), custom wheels, and related tools. It operates about 130
distribution centers in the US and Canada, and generated
approximately $4 billion in revenues for the twelve months ended
April 5, 2014. Private equity firm TPG Capital, L.P. (TPG) has
owned the company since May 2010.


AMERISERV FINANCIAL: Fitch Affirms Then Withdraws 'BB' Rating
-------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings and outlook
for AmeriServ Financial, Inc. (ASRV) and its principal banking
subsidiary AmeriServ Financial Bank at 'BB' with a Stable Rating
Outlook.  Fitch has decided to discontinue the ratings, which are
uncompensated.

Fitch notes that there has been no material change in ASRV's
credit risk profile since the bank's ratings were affirmed at the
Community Bank committee in September 2013.

KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT

The affirmation of AmeriServ Financial's (ASRV) ratings and
outlook reflect its stable asset quality and earnings metrics.
The bank has consistently reported above average credit quality
with non-performing assets totaling to 0.31% of total loans plus
OREO as of 1Q'14.  Regulatory capital ratios remain in excess of
well capitalized levels.  However, Fitch views these levels
necessary given the bank's geographic and commercial real estate
concentrations.  Non-owner occupied commercial real estate
represents 299% of total capital as of 1Q'14.

Ratings continue to be constrained by weaker profitability driven
primarily by the bank's higher cost, organized labor force and
lack of scale.  ASRV is the smallest bank in Fitch's community
bank peer group with assets totaling $1.1 billion at the end of
1Q'14.  With an efficiency ratio of over 89%, ASRV has the weakest
earnings profile of the community bank peer group.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

Rating sensitivities are no longer relevant given today's rating
withdrawal.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by ASRV, and its
subsidiaries are all notched down from ASRV's Viability Rating
(VR) of 'bb' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative Loss Severity
risk profiles, which vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

Rating sensitivities are no longer relevant given today's rating
withdrawal.

KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY

AmeriServ Financial Bank is a wholly owned subsidiary of ASRV.
AmeriServ Financial Bank's ratings are aligned with ASRV
reflecting Fitch's view that the bank subsidiary is core to the
franchise.

KEY RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY

ASRV's IDR and VR are equalized with those of ASRVB, reflecting
its role as the bank holding company, which is mandated in the
U.S. to act as a source of strength for its bank subsidiaries.
Rating sensitivities are no longer relevant given today's rating
withdrawal.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

ASRV's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

Rating sensitivities are no longer relevant given today's rating
withdrawal.

KEY RATING DRIVERS AND SENSITIVITIES - LONG- AND SHORT-TERM
DEPOSIT RATINGS

ASRV's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference.  U.S. depositor
preference gives deposit liabilities superior recovery prospects
in the event of default.  Rating sensitivities are no longer
relevant given today's rating withdrawal.

Fitch has affirmed and withdrawn the following ratings:

Ameriserv Financial, Inc.

  --Long-Term IDR at 'BB';
  --Short-Term IDR at 'B';
  --Viability Rating at 'bb';
  --Support Rating at '5';
  --Support Floor at 'NF'.

Ameriserv Financial Bank

  --Long-Term IDR at 'BB';
  --Long-Term deposits at 'BB+';
  --Short-Term IDR at 'B';
  --Short-Term deposits at 'B';
  --Viability Rating at 'bb';
  --Support Rating at '5';
  --Support Floor at 'NF'.

Ameriserv Capital Trust I

  --Preferred at 'B-'.


AUGUST CAYMAN: S&P Retains B Rating on $380MM First Lien Bank Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue and
recovery ratings on August Cayman Intermediate Holdco Inc.'s
(Schrader's) first-lien and second-lien debt are unchanged
following the company's upsizing of its first-lien term loan due
2018 by $80 million ($336.2 million is outstanding pro forma for
the transaction).  The borrowers on the debt are August LuxUK
Holding Co. and August US Holding Co. Inc.

"We expect the company to use the proceeds to fully repay the $75
million outstanding on its second-lien term loan, and we will
withdraw the ratings on the second-lien loan at the close of the
transaction.  We expect cash interest to decrease by about $4
million following the refinancing.  Concurrently, the company is
also upsizing its existing revolving credit facility by $5 million
to $40 million," S&P said.

"Our corporate credit rating on Schrader reflects multiple
industry risks that automotive suppliers face, including volatile
demand, high fixed costs, intense competition, and severe pricing
pressures.  These risks more than offset Schrader's prospects for
EBITDA margin improvement amidst legislation-related growth over
the next two years.  We believe that any meaningful positive free
operating cash flow (FOCF) in 2014 would be limited by potentially
sluggish growth in certain end markets, product segments, and
capital expenditure requirements for new capacity in preparation
for additional tire pressure monitoring systems-related business,"
S&P added.

The stable rating outlook on Schrader reflects S&P's expectation
that the company's debt to EBITDA will remain steady at about 5.0x
over the next 12 months with FOCF approaching about $10 million in
2014.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario assumes a payment default
      in 2017, with the company experiencing intense competition
      from a Tier 1 auto supplier that has entered into or
      increased its participation in this business to provide a
      second-source alternative to Schrader's tire-pressure-
      monitoring technology.

   -- As EBITDA begins to decline, Madison Dearborn Partners
      contributes capital to support EBITDA calculations under the
      revolving credit facility as permitted by the credit
      agreement.  Ultimately, EBITDA declines to $41 million, at
      which point the company reorganizes.

Simulated default assumptions

   -- Year of default: 2017
   -- EBITDA at emergence: $45 million
   -- Implied enterprise value multiple: 5x
   -- The revolving credit facility: Fully drawn at default
   -- LIBOR: Increases to 225 basis points (bps)
   -- First-lien debt credit margins: Increase by 100 bps prior to
      default

Simplified waterfall

   -- Net enterprise value at emergence: $214 million
   -- Valuation split (obligors/nonobligors): 85%/15%
   -- Collateral value available to creditors after priority
      claims: $182 million
   -- Secured debt claims: $378 million
   -- Recovery expectations on first-lien debt: 50%-70%

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

RATINGS LIST

August Cayman Intermediate Holdco Inc.
Corporate Credit Rating                              B/Stable/--

Ratings Unchanged

August LuxUK Holding Co.
August US Holding Co. Inc.
$40 mil. senior secured first-lien revolver bank loan      B
  Recovery Rating                                           3
$340 mil. senior secured first-lien term bank loan         B
  Recovery Rating                                           3
$75 mil. senior secured second-lien term bank loan         B-
  Recovery Rating                                           5


BANCO CRUZEIRO: Seeks U.S. Chapter 15 Court Protection
------------------------------------------------------
Banco Cruzeiro do Sul SA, a failed Brazilian bank, sought
protection in a U.S. bankruptcy court as part of a larger
liquidation process launched by Brazilian authorities, the Daily
Bankruptcy Review reported.

Law360 reported that the Brazilian bank sought Chapter 15 relief
in Miami, where a liquidator suspects some of its assets are
located, after a Brazilian regulator took over its operations.
The bank's liquidator and foreign representative, Eduardo Felix
Bianchini, is asking a Florida bankruptcy judge to recognize the
liquidation pending before the Central Bank of Brazil as the
foreign main proceeding, the Law360 report related.  The Central
Bank seized Banco Cruzeiro's and its affiliates' assets in June
2012, Law360 added.


BANCO CRUZEIRO: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Eduardo Relix Bianchini

Chapter 15 Debtor: Banco Cruzeiro Do Sul S.A.
                   c/o Gregory S. Grossman
                   Astigarraga Davis Mullins & Grossman, PA
                   1001 Brickell Bay Drive, 9th Floor
                   Miami, FL 33131

Chapter 15 Case No.: 14-22974

Type of Business: Bank

Chapter 15 Petition Date: June 4, 2014

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

Judge: Hon. Laurel M Isicoff

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

Total Assets: $3.47 billion as of March 31, 2014

Total Liabilities: $4.63 billion as of March 31, 2014


BIG ISLAND: Tiger Group to Auction Assets on June 17
----------------------------------------------------
By order of the U.S. Bankruptcy Court, Tiger Group's Remarketing
Services Division and Aaron Equipment Company Inc. will be
conducting a live webcast auction at 10:30 a.m. (HST) on June 17
for the assets of an activated carbon processing facility and a
biomass power plant here formerly owned by Big Island Carbon LLC
and its affiliates.  Assets being sold include process, plant
support, laboratory/testing, maintenance/shop, and electrical
equipment; several pre-engineered metal buildings; and office
furniture and equipment.  The sale is being conducted under the
direction of bankruptcy trustee Charles A. Stanziale of McCarter &
English, LLP.

Previews will be held at the site, 61-3277 Maluokalani St., Waimea
(Kamuela), from June 14-16, from 9:00 a.m. to 4:00 p.m.  The
auction will take place live and via webcast from the Waikoloa
Beach Marriott on June 17 starting at 10:30 am.  The webcast will
take place through bidspotter.com, where a photo catalog of the
auction lots can be found.

"With its diverse range of assets, this auction represents a
unique opportunity for companies involved in a wide range of
processing and energy operations, or in the activated carbon
industry, and virtually any industrial operation," said
Jeff Tanenbaum, President of Tiger Remarketing Services.  "Most of
the equipment was installed new between 2009 and 2011 and has
extremely low usage."

The Big Island plant was built to crush, size and char locally-
grown macadamia nut shells, and then activate the charred products
in a 'green,' non-chemical manner.  The on-site biomass power
plant is equipped to support the facility with energy generated
from pyrolysis oil synthesized by the process.  More than $40
million was invested in the facility, developed by Denham Capital
Management, but funding was cut off before the plant could begin
full production.  The company filed for Chapter 7 bankruptcy on
November 5, 2012 in the Delaware Bankruptcy Court (case number
1:12-bk-13023).  According to former management, the facility
initially produced and tested a high grade of activated carbon.
During that preliminary phase, the company also identified the
steps and costs necessary to ready the operation for full
production, said Mr. Tanenbaum.

Mr. Stanziale added: "The previous investment in the plant and the
cutting edge technology makes this a great opportunity for a
turnkey buyer, the opportunity for which will be available up
until the auction date."

The auction will feature the following individual assets:

Process Equipment -- Bartlett-Snow Alstom indirect electrically
heated rotary calciner; Bartlett-Snow Alstom indirect cooled
rotary cooler; Alstom power char converter reactor; G.C. Broach
direct fired superheater; Ambassador heat-transfer steam-surface
condenser package; U.S. Air Filtration pulse-jet dust collector;
Komline-Sanderson rotary drum vacuum filter; Elliott multi-stage
steam turbine, and more.

Plant Support Equipment -- Cleaver Brooks water tube boiler;
Cummins diesel generator; three Kaeser rotary screw air
compressors; Cain Industries exhaust steam generator; three Gas
Systems nitrogen generators; three Silvan Industries nitrogen
receiver tanks; two Evapco cooling towers; Marley crossflow
cooling tower; Industrial Steam spray-tray deaerator; Donaldson
GDS static air filter; self- dumping Hoppers, high-pressure
blowers, a 1,040-gallon air receiver tank, air dryers, air
conditioners, pallet racking, and more.

Buildings -- three R&M Steel Butler-type structures: a 4,000-
square-foot-plus office building, offering 17-foot heights at its
peak; a 4,000-square-foot warehouse building, with 25-foot ceiling
heights at its peak; and a 1,300-square-foot-plus generator
building with 20-foot heights at its peak.

Maintenance and shop equipment -- Miller welder; Ridgid pipe
stands; Westward 12-inch drill press; Dewalt 14-inch chopsaw;
corded and cordless drills and angle grinders; tube benders;
impact guns; tool chests; sanders; work tables; ladders; shop
vacs; and more.

Lab and test equipment -- Ametek polarized energy dispersive X-ray
fluorescent benchtop analyzer with monitor and APC power backups;
Micrometrics accelerated surface area and porosimetry analyzer
with computer, monitor, and printer; Retsch centrifugal mill;
Fluke documenting process calibrator; two Setra lab scales;
Crystal digital test gauge; Enerac portable combustion emissions
analyzer; and more.

Electrical equipment -- Cutler-Hammer 75-45 kVA transformers;
Allen-Bradley panelview control panels; Cutler-Hammer panelboards;
21 sections of Square D motor control centers; Ametek 15kVA
inverter panel; and more.

Office furniture and equipment: Compaq laptops; Dell computers and
monitors; desks, rolling pneumatic task chairs; file cabinets,
shredders; whiteboards; and more.

For a full description of the offering and details on how to
schedule a site visit and bid, go to: www.SoldTiger.com

                       About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.  Tiger operates main
offices in Boston, Los Angeles and New York.

                   About Big Island Carbon LLC

Big Island Carbon LLC, the developer of a process to make
activated charcoal from macadamia nut shells, filed a petition for
Chapter 7 liquidation (Bankr. D. Del. Case No. 12-13023) on
Nov. 5, 2012.

Based in Kailua-Kona, Hawaii, the company didn't file at home.
Instead, Big Island filed the liquidating bankruptcy in
Delaware.

The company disclosed assets of $23.5 million and liabilities
totaling $16.8 million, mostly secured.


BISHOP OF SPOKANE: Dist. Court Rejects Bid to Withdraw Reference
----------------------------------------------------------------
District Judge Thomas O. Rice denied the defendants' motion to
withdraw the reference of the adversary proceeding captioned, THE
CATHOLIC BISHOP OF SPOKANE, a/k/a THE CATHOLIC DIOCESE OF SPOKANE,
a Washington Corporation Sole, Plaintiff, v. PAINE HAMBLEN, LLP, a
Washington Limited Liability Partnership f/k/a PAINE, HAMBLEN,
COFFIN, BROOKE & MILLER, LLP; GREGORY JOHN ARPIN, individually,
and the martial community composed of GREGORY JOHN ARPIN and JANE
DOE ARPIN, SHAUN McKEE CROSS, individually and the marital
community composed of SHAUN McKEE CROSS and JANE DOE CROSS,
Defendants, Case No. 2:14-CV-0159-TOR (E.D. Wash.).

The case involves allegations by the Catholic Diocese of Spokane
that the law firm of Paine Hamblen LLP and related entities
mishandled its chapter 11 bankruptcy case.  Spokane originally
asserted its claims in Spokane County Superior Court in October
2012.  The Defendants subsequently removed the case to the
District Court on the theory that Plaintiff's claims "arose in" a
case under chapter 11 of the Bankruptcy Code.  The District Court
dismissed the case without prejudice on May 15, 2013, ruling that
it lacked subject matter jurisdiction under the Barton doctrine.
Following the dismissal, the Plaintiff filed the adversary
proceeding in the U.S. Bankruptcy Court for the Eastern District
of Washington on Jan. 10, 2014. The claims asserted in the
bankruptcy case are similar to the claims raised in the initial
action.  Specifically, the Plaintiff asserts claims seeking (1)
disgorgement of attorney's fees awarded to the Defendants at the
conclusion of the Plaintiff's chapter 11 bankruptcy case; and (2)
additional monetary damages stemming from the Defendants' alleged
legal malpractice.

At a scheduling conference held on March 4, 2014, the Bankruptcy
Court bifurcated the case into disgorgement and malpractice
components and scheduled a bench trial on the disgorgement
component for Oct. 27, 2014.  The reason for this bifurcation was
that the Bankruptcy Court was uncertain about its jurisdiction to
decide issues relating to the malpractice aspect of the case. The
Defendants subsequently filed the motion to withdraw the reference
and hold all further proceedings in the District Court.

According to Judge Rice, since the Bankruptcy Court has set the
disgorgement component of the case for a bench trial in October
2014, if the reference was to be withdrawn, the case would not
proceed to trial in the District Court until mid-2015 at the
earliest. Further, it does not appear that proceeding in the
manner contemplated by the Bankruptcy Court will result in
appreciably higher costs to the parties than proceeding in this
Court.

A copy of the Court's June 2, 2014 Order is available at
http://is.gd/cH2rlmfrom Leagle.com.

Catholic Bishop of Spokane is represented by:

     Robert B. Gould, Esq.
     THE LAW OFFICE OF ROBERT B. GOULD
     Sparling Technological Center
     4100 194th Street S.W., Suite 215
     Tel: 206-633-4442
     http://www.nwlegalmal.com/

          - and -

     Robert Jonathan Wayne
     ROBERT J. WAYNE, P.S.
     200 2nd Ave. W.
     Seattle, WA 98119
     Telephone: 206-331-4256
     Fax: 206-299-9736
     Toll Free: 877-629-5934
     http://www.trialsnorthwest.com
     http://www.trialsnw.com

Paine Hamblen LLP is represented by:

     Hugh McCullough, Esq.
     Ragan Lewis Powers, Esq.
     DAVIS WRIGHT TREMAINE LLP
     1201 Third Avenue, Suite 2200
     Seattle, WA 98101-3045
     Tel: 206-622-3150
     Fax: 206-757-7700
     E-mail: hughmccullough@dwt.com
             raganpowers@dwt.com

          - and -

     Ralph E Cromwell, Jr, Esq.
     BYRNES & KELLER
     1000 2nd Ave # 3800
     Seattle, WA 98104
     Tel: (206) 622-2000
     Fax: (206) 622-2522
     E-mail: rcromwell@byrneskeller.com

Those firms also represent individual defendants Gregory John
Arpin, Jane Doe Arpin, Shaun McKee Cross, and Jane Doe Cross.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan became effective May 31, 2007.


BROTHERS MATERIALS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brothers Materials, Ltd.
        A Texas Limited Partnership
        8114 U.S. Hwy
        Laredo, TX 78045

Case No.: 14-50121

Chapter 11 Petition Date: June 3, 2014

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

Judge: Hon. David R Jones

Debtor's Counsel: Carl Michael Barto, Esq.
                  LAW OFFICE OF CARL M. BARTO
                  817 Guadalupe St.
                  Laredo, TX 78040
                  Tel: 956-725-7500
                  Fax: 956-722-6739
                  Email: cmblaw@netscorp.net

Total Assets: $4.66 million

Total Liabilities: $4.40 million

The petition was signed by Rogelio Solis Jr., manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb14-50121.pdf


BUCCANEER ENERGY: Files for Chapter 11 to Stop Suits
----------------------------------------------------
Buccaneer Energy, Ltd., an Australian company that's into
exploring and producing oil and natural gas in North America, has
sought bankruptcy protection due to its liquidity woes.

Buccaneer Energy and its affiliates say they have undertaken
extensive efforts pre-petition to reach out to parties-in-
interest in order to minimize the disruption of their operations
and cash flow, as well as the time in which they hope to achieve
confirmation of a plan of reorganization.  In that regard, the
Debtors have met with representatives of its principal secured
lender, AIX Energy LLC.  Negotiations with AIX have been positive,
and have resulted in the exchange of a draft term sheet outlining
a potential Chapter 11 plan structure.  The Debtors are optimistic
that an agreement will ultimately be reached with AIX concerning
an agreed path forward in the Chapter 11 cases that will maximize
value for all of the Debtors' estates.

AIX is owed $57.5 million on a credit facility that matures June
30, 2014.  In addition, there is a $1.495 million letter of credit
outstanding with Macquarie Bank Limited, and another $2.472
million letter of credit with Wells Fargo Bank, N.A.

                        Road to Bankruptcy

The Debtors cited significant and ongoing litigation among the
reasons for their bankruptcy filing.

A $6 million lawsuit filed by Archer Drilling LLC, which was
contracted to repair the Debtors' Endeavour rig, was slated for
trial in October 2014.  In addition, the Alaska Oil and Gas
Conservation Commission issued an unfavorable decision in the
Debtors' dispute with Cook Inlet Region Inc. ("CIRI") that
required the Debtors to escrow their production revenue beginning
June 10, 2014 in connection with the Kenai Loop project at Kenai,
Alaska.  In addition, the Supreme Court of New South Wales was
slated to convene a hearing June 23, 2014 in connection with a
lawsuit filed by former financial advisor Chrystal Capital
Partners LLP seeking $2.66 million in success fees.  Finally, the
Debtors are defendant in a $2.6 million wrongful-termination
lawsuit filed by Curtis Burton, who served as CEO since the
company's founding in 2006 until his termination in May 12, 2014.

On Feb. 17, 2014, BCC requested and was granted a trading halt
pursuant to ASX Listing Rule 17.1 due to BCC's ongoing discussions
with its secured financier at the time regarding the impact of
BCC's unsuccessful drilling of West Eagle #1 through its operating
subsidiary.  On Feb. 19, 2014, BCC requested and was granted a
voluntary suspension, and the voluntary suspension remains in
place.

Moreover, due to various issues associated with mobilization and
related issued tied to Archer, the Endeavour, a rig for oil and
gas drilling operations offshore in Alaska,  has not been fully
utilized, and day rate charges have continued to accrue while the
rig remains docked.  As a result, on May 8, 2014, Kenai Drilling
received notice from Kenai Offshore Ventures, LLC of its payment
default, demanding that $6,520,289 be paid immediately.  Kenai
Drilling is unable to pay this amount, and is unable to pay the
day rate charges on a go-forward basis without ongoing drilling
operations to utilize the rig.  The inability of Kenai Drilling to
place into operation the Endeavour rig has led to additional
defaults and accruing obligations.

                      First Day Motions

The Debtors on the Petition Date filed motions which they say are
necessary to effectively continue their operations with a minimum
of disruption in order to protect the value of their assets until
completion of a Sec. 363 sale and/or a plan of reorganization.

Among other things, the Debtors have filed requests to pay
prepetition wages and benefits of employees, maintain their
existing cash management system, and use cash collateral to pay
expenses.  The Debtors are also seeking to reject executory
contracts and leases concerning onshore drilling rig Glacier and
the Endeavour.

                     About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May
31, 2014.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Epiq Systems is the
claims and notice agent.

A meeting of creditors pursuant to Section 341 of the Bankruptcy
Code will be held on July 1, 2014 at 10:00 a.m. (CST) in Houston,
Texas.

The deadline for the filing of proofs of claim against Buccaneer
has been established by the Bankruptcy Court as Sept. 29, 2014 for
the general claims bar date and Nov. 27, 2014 for the governmental
bar date.


BUCCANEER ENERGY: Proposes Epiq as Claims Agent
-----------------------------------------------
Buccaneer Energy, Ltd., and its debtor-affiliates seek approval
from the bankruptcy court to employ Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent, nunc pro tunc to their Petition
Date.

The Debtors anticipate that there will be more than 2,500 entities
to be noticed.  In view of the number of anticipated claimants and
the complexity of the Debtors' businesses, the Debtors submit that
the appointment of Epiq as claims and noticing agent is both
necessary and in the best interests of the Debtors' estates and
their creditors.

As claims agent, Epiq will charge the Debtor at rates comparable
to those charged by other providers of similar services:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $30 to $45
Case Manager                                 $60 to $95
IT/ Programming                              $70 to $130
Senior Case Manager                          $85 to $130
Director of Case Management                 $145 to $195
Consultant/ Senior Consultant               $145 to $190
Director/ Vice President Consulting             $225
Communications Counselor                        $250
Executive Vice President                        $265

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month.  For
on-line claim filing services, the firm will charge $3 per claim.

Prior to the Petition Date, the Debtors provided Epiq a retainer
in the amount of $15,000.

Epiq can be reached at:

         Kate Mailloux
         Director of Consulting Services
         EPIQ SYSTEMS
         757 Third Avenue, Third Floor
         New York, NY 10017
         Attn: Lorenzo Mendizabal

                     About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May
31, 2014.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

As of the bankruptcy filing, AIX Energy LLC is owed $57.5 million
on a credit facility that matures June 30, 2014.  In addition,
there is a $1.495 million letter of credit outstanding with
Macquarie Bank Limited, and another $2.472 million letter of
credit with Wells Fargo Bank, N.A.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Epiq Systems is the
claims and notice agent.

A meeting of creditors pursuant to Section 341 of the Bankruptcy
Code will be held on July 1, 2014 at 10:00 a.m. (CST) in Houston,
Texas.

The deadline for the filing of proofs of claim against Buccaneer
has been established by the Bankruptcy Court as Sept. 29, 2014 for
the general claims bar date and Nov. 27, 2014 for the governmental
bar date.


BUCCANEER ENERGY: Proposes to Reject Glacier, Endeavour Leases
--------------------------------------------------------------
Buccaneer Energy, Ltd., and its debtor-affiliates filed their
first omnibus motion to reject executory contracts and unexpired
leases of nonresidential real property.  The Debtors specifically
seek to reject several executory contracts and leases concerning
an onshore drilling rig named the Glacier Drilling Rig # 1 and an
offshore jack up drilling rig named the Endeavour-Spirit of
Independence.

William R. Greendyke, Esq., at Fulbright & Jaworski LLP, says that
the rigs provide a revenue source only if the rigs are deployed in
active drilling either by full sublease to third parties or in
conjunction with a joint venture including participation by the
Debtors.  However, the rigs are presently inactive and accordingly
represent significant liabilities without providing any offsetting
benefits.

The costs related to the right contracts are: (1) direct lease
payment obligations of $2.4 million per month, (2) crew costs of
$250 thousand per month, (3) insurance and property taxes
exceeding $2 million annually, and (4) certain costs for
miscellaneous repairs.

Absent immediate rejection of the rig contracts, the burden on the
Debtors for these category four ancillary services during a 21-day
notice period is estimated to range between $30,000 to $75,000.

The Debtors request that the deadline to file a proof of claim
with respect to any claim for damages arising from the rejection
be on the date that is 30 days following entry of the order
approving the rejection.

                     About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May
31, 2014.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

As of the bankruptcy filing, AIX Energy LLC is owed $57.5 million
on a credit facility that matures June 30, 2014.  In addition,
there is a $1.495 million letter of credit outstanding with
Macquarie Bank Limited, and another $2.472 million letter of
credit with Wells Fargo Bank, N.A.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Epiq Systems is the
claims and notice agent.

A meeting of creditors pursuant to Section 341 of the Bankruptcy
Code will be held on July 1, 2014 at 10:00 a.m. (CST) in Houston,
Texas.

The deadline for the filing of proofs of claim against Buccaneer
has been established by the Bankruptcy Court as Sept. 29, 2014 for
the general claims bar date and Nov. 27, 2014 for the governmental
bar date.


BUDD COMPANY: Court Approves Cleary Gottlieb as UAW Counsel
-----------------------------------------------------------
In The Budd Company, Inc.'s Chapter 11 case, the International
Union, United Automobile, Aerospace and Agricultural Implement
Workers of America sought and obtained permission from the Hon.
Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern
District of Illinois to retain Cleary Gottlieb Steen & Hamilton
LLP as counsel, nunc pro tunc to Apr. 9, 2014.

Cleary Gottlieb is authorized to provide the UAW with the
professional services described in the Application, specifically
including but not limited to:

   (a) investigating and providing advice with regard to the
       potential settlement between the Debtor and its affiliates,
       as contemplated by the Debtor's motion to approve an
       affiliate settlement agreement pursuant to Section 105 of
       the Bankruptcy Code and Rule 9019 of the Federal Rules of
       Bankruptcy Procedure or otherwise;

   (b) providing advice to the UAW with respect to its powers,
       duties and responsibilities as the section 1114 authorized
       representative for the UAW Retirees in the Debtor's chapter
       11 case;

   (c) attending meetings and negotiating with representatives of
       the Debtor, the Debtor's affiliates, the Non-UAW Retiree
       Committee, government agencies, other creditors and other
       parties in interest;

   (d) preparing, on behalf of the UAW, applications, motions,
       answers, orders, reports, memoranda of law and other papers
       in connection with the Debtor's chapter 11 case;

   (e) representing the UAW in proceedings and hearing in the U.S.
       Bankruptcy Court for the Northern District of Illinois;

   (f) reviewing and advising on any proposed plan or disclosure
       statement and the solicitations, approvals and
       confirmations related thereto;

   (g) providing assistance, advice and representation concerning
       any investigation of the assets, liabilities and financial
       condition of the Debtor;

   (h) rendering advice with respect to general corporate and
       litigation issues relating to the Debtor's chapter 11 case,
       including but not limited to employment and retirement
       benefits; and

   (i) performing legal services as necessary and appropriate for
       the efficient and economical fulfillment of the UAW's role
       as the section 1114 authorized representative for the UAW
       Retirees in the Debtor's chapter 11 case.

Cleary Gottlieb will be paid at these hourly rates:

       James L. Bromley           $1,165
       Lindsee P. Granfield       $1,165
       Mark A. Lightner             $735
       Partners                     $850-$1,165
       Counsel                      $785-$965
       Senior Attorneys             $765-$895
       Associates                   $445-$755
       Project/Staff Attorneys      $380
       Paralegals                   $245-$330

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

Cleary Gottlieb will charge for legal services on an hourly basis
at a 10% discount to its ordinary and customary rates in effect on
the date such services are rendered.

Niraj R. Ganatra of the UAW and Lindsee P. Granfield, partner of
Cleary Gottlieb, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Cleary Gottlieb can be reached at:

       Lindsee P. Granfield, Esq.
       CLEARY GOTTLIEB STEEN & HAMILTON LLP
       One Liberty Plaza
       New York, NY 10016
       Tel: (212) 225-2525
       Fax: (212) 225-3999

                   About The Budd Company

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

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

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

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

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is the section 1114
authorized representative for the UAW Retirees in the Debtor's
chapter 11 case.


BUDD COMPANY: Millco Advisors Okayed as UAW's Financial Advisor
---------------------------------------------------------------
In The Budd Company, Inc.'s Chapter 11 case, the International
Union, United Automobile, Aerospace and Agricultural Implement
Workers of America sought and obtained permission from the Hon.
Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern
District of Illinois to retain Millco Advisors, LP as financial
advisor, nunc pro tunc to Apr. 30, 2014.

The UAW requires Millco Advisors to:

   (a) review and analyze financial statements and other documents
       and information provided by the Debtor and the Debtor's
       professionals, and other information and data pursuant to
       the UAW's request;

   (b) review the Debtor's support information relating to any
       proposed modifications to the Existing Benefits, including
       historical financial information, financial projections and
       underlying assumptions, retiree-related proposed
       modifications for each retiree class, underlying retiree
       plan assumptions, and any other relevant information deemed
       appropriate;

   (c) advise and assist the UAW in its examination and analysis
       of the Proposed Settlement and any proposed modifications
       to the Existing Benefits by the Debtor that impact the UAW
       and its constituents;

   (d) participate in meetings and negotiations with the Debtor,
       its advisors and counsel regarding the Proposed Settlement
       and proposed modifications to the Existing Benefits,
       underlying assumptions, and support information; and
       provide testimony on related matters, as appropriate and as
       directed and requested by the UAW;

   (e) review any motion filed by the Debtor to approve the
       Proposed Settlement and advise the UAW and its counsel in
       connection therewith; and

   (f) provide the UAW with other financial advice relating to the
       Proposed Settlement and Existing Benefits and proposed
       modifications thereto as may be specifically agreed upon in
       writing by the UAW and Millco Advisors.

Millco Advisors and the UAW have agreed that Millco Advisors will
be paid a flat monthly amount, which is typical for Millco
Advisors's engagements including outside of the bankruptcy
context, of $175,000.

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

James E. Millstein, chairman and chief executive officer of Millco
Advisors, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

Millco Advisors can be reached at:

       James E. Millstein
       MILLCO ADVISORS, LP
       1717 Pennsylvania Ave., N.W.
       Washington, DC 20006
       Tel: (202) 800-2860

                   About The Budd Company

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

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

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

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

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is the section 1114
authorized representative for the UAW Retirees in the Debtor's
chapter 11 case.


BUFFET PARTNERS: Files Proposed Final Budget for Cash Use
---------------------------------------------------------
Buffet Partners, L.P., et al., filed on May 2, 2014, a proposed
final budget and order authorizing the Debtors' use of cash
collateral.

A copy of the proposed final budget is available for free at:

      http://bankrupt.com/misc/BUFFETPARTNERS_351_budget.pdf

A copy of the proposed final order is available for free at:

http://bankrupt.com/misc/BUFFETPARTNERS_351_proposedfinalord.pdf

On April 30, 2014, the U.S. Bankruptcy Court for the Northern
District of Texas authorized the Debtors' cash collateral use
subject to the protections and provisions of this Court's fifth
interim order authorizing use of cash collateral and in accordance
with the budget authorized therein, through and including May 6,
2014.

The Court entered on April 23, 2014, the fifth interim order
allowing the Debtors to use cash collateral for a period of 20
days, up to April 30, 2014.  As adequate protection solely for any
diminution in value resulting from the use of cash collateral,
Chatham Credit Management III, LLC, as administrative agent for
the lenders, was granted a lien in all of the Debtors' assets
acquired post-petition, including the DIP bank accounts and their
balances.  The post-petition lien was subject and junior in
priority to: (i) any non-avoidable, perfected pre-petition liens
in in the collateral of any other party that are superior in
priority to the pre-petition liens of Chatham in the collateral;
(ii) any valid and unpaid pre-petition and post-petition claims of
the objecting PACA Trust Claimants under the trust provisions of
PACA; and (iii) any pre-petition liens of Chatham against the
collateral which are subsequently avoided and preserved for the
benefit of the Debtors' estate.  In addition to the liens and
security interests granted, Chatham was entitled to an
administrative priority claim for the amount, if any, by which the
protections afforded to Chatham for the Debtors' use of the
collateral proves to be inadequate.  An interim hearing on the
cash collateral use was set for April 29, 2014, at 2:00 p.m. CST.

As of Feb. 4, 2014, Chatham asserts that the principal amount of
the indebtedness owed by the Debtor under the loan documents is
approximately $39,528,229, exclusive of interest and fees.

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net/-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.

The Committee retained Bradford J. Sandler of Pachulski Stang
Ziehl & Jones LLP and Munsch Hardt Kopf & Harr, P.C., as attorneys
for the Committee.  Mesirow Financial Consulting, LLC, serves as
the Committee's financial advisor.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.

                           *     *     *

On May 5, 2014, the U.S. Trustee for Region 6 asked the Court to
convert the Debtors' Chapter 11 case to Chapter 7, saying the
Court has already approved bidding procedures to sell
substantially all of the Debtors' assets, including Chapter 5
causes of action.  The U.S. Trustee said that immediate
conversion of the case to Chapter 7 would permit the distribution
of assets while maintaining the checks and balances of Title 11.


CAPITAL ONE: Moody's Assigns 'C' Bank Financial Strength Rating
---------------------------------------------------------------
Moody's Investors Service assigned prospective ratings to Capital
One, N.A.'s and Capital One Bank (USA), N.A.'s new bank note
program. The program was rated (P)A3/(P)Prime-2 for senior
obligations and (P)Baa1 for subordinated obligations. Moody's also
assigned an A3 rating to the senior unsecured debt issued from the
bank note program by Capital One Bank (USA), N.A. The senior
unsecured debt rating has a stable outlook.

Rating Rationale

The assigned ratings follow Moody's normal notching practices.
Capital One, N.A. and Capital One Bank (USA), N.A. have a
standalone bank financial strength rating (BFSR) of C and a
baseline credit assessment (BCA) of a3. The banks are rated A3 and
Prime-2 for long- and short-term deposits.

The principal methodology used in this rating was Global Banks
published in May 2013.


CARROS FINANCE: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 CFR and B2-PD PDR to
Carros Finance Luxembourg S.a.r.l a parent holding company that
indirectly owns Custom Sensors and Technologies, Inc. (CST).
Moody's also assigned a B1 to the company's proposed $545 million
first lien senior credit facility comprised of a $75 million
revolver and a $470 million term loan and a Caa1 to the company's
proposed $120 million second lien term loan. The financing, along
with over $300 million in equity, will help fund the a majority
purchase of Custom Sensors & Technologies by Carlyle and PAI
Partners with Schneider Electric maintaining a 29% stake. The
rating outlook is stable.

Ratings Rationale

The assignment of a B2 CFR to Carros Finance Luxembourg S.a.r.l
reflects high initial leverage with debt to EBITDA estimated to be
over 5 times for 2014, low single digit revenue growth and limited
margin expansion possibilities. Moreover, the company is highly
cyclical as evidenced by the meaningful volatility during the last
downturn. These negative factors are balanced against good free
cash flow anticipated to be in the mid single digits.
Additionally, end market diversity is believed to be extensive
with the company's sensors used across multiple end markets
including aerospace and defense, transportation, and general
manufacturing. The company's ratings also benefit from relatively
diversified geographical distribution with over half of its
revenues in North America.

Assignments:

Issuer: Carros Finance Luxembourg S.a.r.l

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

Senior Secured Revolver, Assigned B1, LGD3, 37 %

Senior Secured Bank Credit Facility, Assigned B1, LGD3, 37 %

Senior Secured Bank Second Lien Credit Facility, Assigned Caa1,
LGD5, 84 %

The B1 rating on the company's first lien facility, one notch
above the CFR, reflects its first lien priority of claim on the
company's domestic assets and the benefits of a stock pledge for
the international business that are a party to the credit
agreement. The first lien debt also benefits from meaningful
junior debt in the capital structure, primarily the $120 million
second lien term loan rated Caa1. The rated debt instruments will
be co-issued by Carros Finance Luxembourg S.a.r.l and Carros US
LLC. There is a $25 million vendor note (not rated) that has
equity like characteristics and would likely experience
significant losses in the event of default.

Although Moody's has not assigned a speculative grade liquidity
rating, Moody's note that liquidity is anticipated to be adequate
due to the $75 million revolver that is expected to be unused at
close, and positive cash flow generation. Liquidity also benefits
from meaningful foreign assets that are not guaranteeing the
facilities and that could be sold to aid in the generation of
alternative forms of liquidity. The company's covenants include
financial covenants that provide lenders with some protection in
the event of a meaningful deterioration in the company's
performance.

Although a ratings upgrade is not expected over the intermediate
term, a positive ratings traction, including a positive outlook
could be supported by debt to EBITDA below 4.0x, sustained free
cash flow to debt above 8%, and if EBITA to interest expense is
above 3.5x.

The rating or outlook could come under pressure if debt to EBITDA
increased to over 5.5x and was anticipated to deteriorate further.
The rating could also come under pressure if EBITA to interest
fell below 2x, or if the company exhibited sustained negative free
cash flow. The rating could also come under pressure if liquidity
weakened materially.

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

Carros Finance Luxembourg S.a.r.l is an indirect owner of Custom
Sensors & Technologies ("CST") is a leading manufacturing provider
of customizable, sensing and control components for 'mission-
critical' systems in the most demanding markets. Created as a
separate business unit in May 2006, CST was a 100% owned
subsidiary of Schneider Electric ("Schneider") who will now own
29% post the sale to Carlyle and PAI. Annual revenues are
anticipated to be over $600 million for 2014. The company does
business as Custom Sensors & Technologies and is headquartered in
Moorpark, California.


CASTLE GARDENS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Castle Gardens Shopping Center, LLC
        5169 N. Elkhart Ave.
        Whitefish Bay, WI 53217

Case No.: 14-27156

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 3, 2014

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Hon. Susan V. Kelley

Debtor's Counsel: Evan Schmit, Esq.
                  Laura D. Steele, Esq.
                  Michael P. Dunn, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202
                  Tel: 414-277-8200
                  Email: eschmit@kerkmandunn.com
                         lsteele@kerkmandunn.com
                         michaeldunnlaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William E. Eiseman, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/wieb14-27156.pdf


CHATEAU VEGAS: Southern Wine Gets $5.46-Mil. Final Judgement
------------------------------------------------------------
Southern Wine & Spirits of Nevada (SWS-NV) -- a division of
Southern Wine & Spirits of America, Inc. (Southern), a wine and
spirits distributor -- and Maisons Marques & Domaines USA Inc.
(MM&D) -- the U.S. sales and marketing arm for Champagne Louis
Roederer and its California winery, Roederer Estate ? announced
that they recently achieved a substantial additional legal victory
related to their fight against luxury product gray marketing in
Nevada.

In addition to MM&D's $2.1 million Nevada jury award from last
June punishing the illegal distribution of wine and champagne, a
new court order requires the defendants to pay MM&D and Southern
approximately $3 million in attorney's fees and court costs.

On June 2, 2014, the trial court entered final judgment in the
case in the amount of $5,463,071.21 for favor of both plaintiffs.

MM&D and Southern sued gray marketeers Chateau Vegas Wines Inc., a
Nevada distributor, and Transat Trade, Inc., a California-based
U.S. importer and supplier of wine and spirits.  The lawsuit
sought damages for sales of luxury-level gray market French
champagnes and Bordeaux wines, as well as a permanent injunction
to prohibit Chateau Vegas and Transat Trade from continuing future
illegal sales in the State of Nevada.

Following a bench trial in 2008, a Las Vegas court issued MM&D and
Southern a permanent injunction, which the Nevada Supreme Court
unanimously upheld in 2011.  In June 2013, a trial by jury was
held to determine the amount of damages to be awarded to MM&D and
Southern.  The jury awarded MM&D and Southern both economic-loss
and punitive damages.  In all, the total jury award was
$2,160,321.26.

On March 24, 2014, the Nevada trial court -- for the first time
ever -- ordered the defendants to pay a multi-million dollar
attorneys' fees award for infringement of distribution rights.
MM&D and Southern were also awarded more than $600,000 in court
costs incurred throughout the case.  In accordance with the
Court's March order, MM&D and Southern have now obtained Judgments
against the defendants in excess of $5.4 million in economic-loss
damages, punitive damages, attorneys' fees, costs and interest.

Nevada employs the Three-Tier System for liquor distribution and
enforces a strict primary source law to prevent counterfeit and
gray market products from entering the marketplace.  Commenting on
the outcome of the lawsuit, MM&D President/Chief Executive Officer
Gregory Balogh said, "We see this case as a huge victory in the
fight against gray market wine and spirits sales.  We take
tremendous measures to ensure the quality of our products and to
build equity for each of our individual brands.  Companies like
Chateau Vegas and Transat Trade threaten this by choosing to sell
potentially flawed signature products with no regard for the other
brands in the line or the quality and integrity of the products
that end up in consumer hands.  It is important to MM&D that our
product is fresh, not damaged and sold to our customers the way
the product was created on the estate. The decision in this case
sends a clear message that this activity will not be tolerated."

Larry Ruvo, Senior Managing Director, SWS-NV, added, "We're
pleased with the decision in this case and the damages awarded to
Southern and MM&D.  The defendants' approach was detrimental to
the integrity of the brands, industry and the end consumer."

On the importance of the MM&D relationship with Southern,
Mr. Balogh commented, "We have carefully selected and built long-
lasting alliances with our distributors.  Our relationship with
Southern in Nevada, and numerous other states throughout the U.S.,
is no exception.  We picked the right distributor -- and Southern
protected our brand image across the Nevada marketplace.  This
lawsuit is but one example of Southern protecting the integrity of
all of our brands in the line as it also protects the interests of
all tiers of the wine and spirits industry."

This relationship, and its impact on the quality and integrity of
product sold in the state of Nevada, was discussed by the Nevada
Supreme Court in its 2011 decision affirming the issuance of the
permanent injunction against Chateau Vegas and Transat Trade:

The record shows that Southern Wine invested heavily in the
continued value of the Bordeaux wines [and French champagnes].  It
built an expensive modernized facility in Las Vegas to properly
store its products.  Over the course of several years, Southern
Wine partnered with the [suppliers] to build and strengthen the
value of the brands.  It protected the reputation of the brands by
making certain that counterfeited products were not sold in
Nevada.  It also equipped its shipping trucks with specialized
equipment to ensure that the wines would be transported at proper
temperatures, thus preserving the flavor and quality of the wines.

On the other hand, the record reveals that Transat Trade shipped
the wines without adequate quality control measures.  In fact,
Transat Trade had shipped the wines in question into Nevada on
vegetable trucks.

This case exemplifies the importance of the relationship between
supplier and distributor and serves as an important warning to
wine and spirits suppliers and distributors who choose to threaten
the integrity and quality of beverage alcohol products sold in
this country by operating in violation of state liquor laws.

Following the jury verdict, the defendants filed bankruptcy in
order to avoid paying the judgment against them, but collection
efforts are proceeding in bankruptcy court.

                     About Chateau Vegas Wines

Chateau Vegas Wines, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 13-bk-27059) on July 1, 2013.  The
company estimated less than $500,000 in assets and debt of $1
million to $10 million. Judge Ernest M. Robles is assigned to the
case.

The Debtor is represented by:

         David B Golubchik, Esq.
         LEVENE NEALE BENDER RANKIN & BRILL LLP
         10250 Constellation Blvd Ste 1700
         Los Angeles, CA 90067
         Tel: 310-229-1234
         E-mail: dbg@lnbrb.com


COUNTRY VILLA EAST: California Advocates Suit Remanded
------------------------------------------------------
In the case, CALIFORNIA ADVOCATES FOR NURSING HOME REFORM, INC.,
et al., Plaintiffs, v. RON CHAPMAN, et al., Defendants, CASE NO.
12-CV-06408-JST (N.D. Calif.), California Advocates for Nursing
Home Reform, Inc. and Gail Dawson move the Court for an order (1)
vacating its prior Order of dismissal with prejudice of the First
Amended Complaint, and (2) permitting Plaintiffs to file their
proposed Second Amended Complaint.  The Plaintiffs also seek, in
the alternative, amendment of the court's Order of dismissal such
that the Plaintiffs' claims against the Country Villa Defendants
are remanded to state court rather than dismissed.

As an initial matter, the action was automatically stayed as to
Defendants Country Villa East, LP and Country Villa Westwood by
virtue of the Chapter 11 bankruptcy petitions they filed.
Defendants Country Villa Service Corp. and Steven Reissman are not
subject to the bankruptcy stay.

On Monday, District Judge Jon S. Tigar ruled that:

     -- the Plaintiffs' motion for relief from the Court's Order
        of dismissal on the grounds of the Plaintiffs' counsel's
        mistake, inadvertence, or excusable neglect is denied;

     -- the Plaintiffs' request for amendment of the Court's
        Order to provide for remand instead of dismissal is
        granted;

     -- the Court's prior Order of dismissal is amended as
        follows: The sentence which states, "The action is
        DISMISSED with prejudice," is deleted. In its place,
        the Court substitutes the following sentence: "This
        action is remanded to the Alameda County Superior Court."

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

Plaza Healthcare Center LLC and Plaza Convalescent Center LP each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 14-11335) in Santa Ana on March 4,
2014.  The following day, 17 of their affiliates filed for
bankruptcy protection, namely Belmont Heights Healthcare Center,
dba Country Villa Belmont Heights Healthcare Center; Claremont
Healthcare Center Inc., dba Country Villa Claremont Healthcare
Center; Country Villa East LP; Country Villa Imperial LLC dba
Healthcare Center of Bella Vista; Country Villa Nursing Center
Inc., Country Villa Southbay LLC, East Healthcare Center LLC, Los
Feliz Healthcare Center LLC, Mountainside Operating Company, North
Healthcare Center LLC, North Point Health & Wellness Center, RRT
Enterprises LP, Sheraton Healthcare Center LLC, South Healthcare
Center LLC, Westwood Healthcare Center LLC, Westwood Healthcare
Center LP dba Country Villa Westwood LP; and Wilshire Healthcare
Center LLC dba Country Villa Westwood Convalescent Center.

The Debtors provide assisted living, skilled nursing,
rehabilitation, and other health-care related services.

Judge Catherine E. Bauer presides over the case.  Ron Bender,
Esq., Monica Y Kim, Esq., Krikor J Meshefejian, Esq., and Lindsey
L Smith, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, serve as
the Debtors' counsel.

The Debtors disclosed these assets:

                                  Estimated     Estimated
                                    Assets     Liabilities
                                 ------------  -----------
Plaza Healthcare Center LLC       $1MM-$10MM    $1MM-$10MM
Belmont Heights Healthcare        $1MM-$10MM    $1MM-$10MM
Westwood Healthcare Center LLC    $1MM-$10MM    $1MM-$10MM
Country Villa Imperial            $1MM-$10MM    $1MM-$10MM
Country Villa East LP             $10MM-$50MM   $10MM-$50MM
Claremont Healthcare Center       $1MM-$10MM    $1MM-$10MM
Westwood Healthcare Center LP     $1MM-$10MM    $1MM-$10MM

The petitions were signed by Stephen Reissman, CEO.


DAVITA HEALTHCARE: S&P Raises CCR to 'BB'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver-based DaVita HealthCare Partners Inc. to 'BB'
from 'BB-'.  The outlook is stable.

S&P also raised its credit rating on the company's senior secured
debt to 'BB' from 'BB-', and on its senior unsecured debt to 'B+'
from 'B'.  S&P's '3' recovery rating on the senior secured debt,
indicating its expectation for meaningful (50% to 70%) recovery of
principal in the event of a payment default, is unchanged.  S&P's
'6' recovery rating on the senior unsecured debt, indicating its
expectation for negligible (0% to 10%) recovery of principal in
the event of a payment default, is also unchanged.

At the same time, S&P assigned its 'BB' credit rating to DaVita's
$1 billion revolving credit facility, $1 billion term loan A, and
$3.5 billion term loan B.  S&P's recovery rating on this debt is
'3'.

S&P's rating actions reflect the company's recent financial
performance that has exceeded its prior expectation, and S&P's
revised expectation that leverage (adjusted debt to EBITDA less
net income attributable to noncontrolling interests) will remain
below 4x.  As of March 31, 2014, adjusted leverage was 3.9x.

"We have revised our financial risk assessment to "significant"
from "aggressive".  We continue to view the company's business
risk profile as "fair", primarily reflecting its narrow business
focus and reimbursement risk as well as its large size and wide
geographic footprint.  The company operates two businesses: kidney
dialysis services, and an integrated health care delivery and
management business (HCP)," S&P said.

S&P's ratings consider DaVita's large size and geographic
advantage over smaller competitors.  "These attributes help
somewhat mitigate its narrow focus and dependence on one disease,"
said Standard & Poor's credit analyst David Peknay.  "The company
also benefits from some diversification provided by HCP."

S&P's stable outlook reflects its view of the relatively
predictable reimbursement environment for the next few years and
expectation that the company will operate with a financial policy
that sustains its significant financial risk profile over the long
term.


DETROIT, MI: Fund Manager Sets Goats Grazing in Blighted City
-------------------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that Mark Spitznagel, the founder of the $6 billion hedge
fund Universa Investments, brought 20 billy goats to graze among
abandoned homes and general detritus in Brightmoor, one of
Detroit's most blighted neighborhoods, a project the hedge fund
manager says contributes directly to the community.

According to the report, Mr. Spitznagel, who also owns a goat-
rearing and cheese-making company named Idyll Farms, said his
project is an urban farming experiment that will involve
previously unemployed adults and local youths.  The project,
however, need approval from the City, who has ordinances that
prohibit grazing by goats on public property.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DIGITAL DOMAIN: Can Access DIP Financing Until June 27
------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved a 14th amendment to the final order
authorizing DDMG Estate fka as Digital Domain Media Group Inc. and
its debtor affiliates, to obtain postpetition financing and use
cash collateral.  The amendment authorizes the Debtor to access
financing and cash until June 27, 2014, pursuant to a budget.
A full-text copy of the approved budget is available for free at
http://is.gd/KWiyGp

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DVORKIN HOLDINGS: Ch.11 Trustee Authorized to Sell Properties
-------------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer authorized Gus A. Paloian, as
Chapter 11 trustee for Dvorkin Holdings, LLC to sell certain real
estate located at 925 E. St. Charles Road, Lombard, Illinois, to
Bette Lynn LaVere, as trustee of the Bette Lynn LaVere Revocable
Trust dated April 19, 1999, pursuant to a real estate purchase and
sale contract.

The buyer offered to purchase the property for $340,000.  The
offer was deemed the highest and best offer for the property.

In a separate order, Judge Schmetterer authorized the Trustee to
consummate the sale of real property located at 1941 Selmarten
Road, Aurora, Illinois, to David Mihalik for $790,000, pursuant to
a Real estate purchase and sale contract and the first amendment
to real estate purchase and sale contract.  The buyer submitted
the highest and best offer for the property after sufficient
marketing with a commercial real estate broker.

                    About Dvorkin Holdings, LLC

Dvorkin Holdings, LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69,894,843 in assets and $9,296,750 in liabilities as
of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the case.  Michael J. Davis, Esq., at Archer Bay, P.A.,
in Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.
Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.


DYNEGY INC: Among Bidders for Duke Energy Midwestern Power Plants
-----------------------------------------------------------------
Gillian Tan, writing for The Wall Street Journal, reported that
power company Dynegy Inc. is bidding on a Duke Energy Corp.
portfolio of 11 power plants in the Midwest, according to a person
familiar with the matter, less than two years after Dynegy emerged
from bankruptcy protection.

According to the report, the Houston-based power company is
competing against several private-equity firms that have submitted
first-round bids for the gas-and coal-fueled plants in Ohio,
Illinois and Pennsylvania.  The Journal noted that Duke Energy
portfolio would be a significant acquisition for Dynegy, which
produces and sells electricity to municipalities and other energy
companies.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


ENERGY FUTURE: Wins Final Approval of $4.475 Billion Loan
---------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Energy Future Holdings Corp. launched a crucial hearing on
financing its $42 billion bankruptcy by announcing it had reached
an accord with some key critics and by winning final approval of a
$4.475 billion loan.  A related cash collateral order also won
provisional approval over the protests of creditors who said
Energy Future had agreed to pay approximately $100 million a month
in unnecessary fees to get authority to use its cash while
operating in Chapter 11, the report said.

To recall, objections to the financing piled up from creditors,
complaining that Energy Future is planning to throw away hundreds
of millions of dollars to push through a balance-sheet revamp
engineered by lawyers and advisers who rang up $130 million in
fees before the company even filed for Chapter 11 protection.

At the hearing, Energy Future defended its proposals for borrowing
about $9.9 billion under two loans to finance separate parts of
the company, although the more problematic loan is the $4.48
billion loan for Texas Competitive Electric Holdings, the unit
that owns the Dallas-based company's unregulated power-generation
assets, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, said.  The TCEH loan is beneficial in part because it has no
so-called milestones and doesn't require a sale to the lenders or
anyone else, Energy Future said, according to Mr. Rochelle.

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


FERRO CORP: Moody's Keeps Ba3 Rating Over Specialty Plastic Sale
----------------------------------------------------------------
Moody's says that Ferro Corporation's (Ferro, Ba3) announced sale
of its Specialty Plastics business assets to A. Schulman, Inc. for
$91 million is a modest credit positive, but does not impact the
Ba3 rating or stable outlook.

Ferro Corporation, (Ferro) headquartered in Cleveland, Ohio, is a
global producer of an array of specialty materials and chemicals
including coatings, enamels, pigments, plastic compounds, and
specialty chemicals for use in industries ranging from
construction to automotive to telecommunications. Ferro operates
through two business groups; Performance Materials and Performance
Chemicals which contribute 69% and 31% to revenues, respectively.
Revenues were $1.6 billion for the LTM ended March 31, 2014.


FORTUNE NEST: Judgment Creditor Seeks Information
-------------------------------------------------
The U.S. District Court for the Western District of Washington on
Nov. 18, 2013, entered judgment against Mohammad F.A. Abdel-Haq in
the amount of US$15,539,930 against Bana M. Abdel-Haq and Fortune
Nest Corporation (a Nevada corporation) in the amount of
US$4,809,930 and against Fortune Nest Limited in the amount of
US$14,809,930.

The judgment creditor is seeking information on the assets,
liabilities and business dealings of the judgment debtors, which
may be located in Bahrain, Canada, China, England, Spain,
Switzerland or the United States.  The judgment creditor requests
that anyone who has had, or continues to have a business
relationship with Mohammad Abdel-Haq, Bana Abdel-Haq, Fortune Nest
Corporation or Fortune Nest Limited, contact the judgment
creditor's counsel to assist with its efforts.

The judgment creditor's counsel may be reached at:

     Stoel Rives LLP
     c/o SHG
     900 SW Fifth Avenue, Suite 2600
     Portland, OR 97204
     Tel: 503-224-3380
     Fax: 503-220-2480
     E-mail: fncinfo@stoel.com


FREDERICK'S OF HOLLYWOOD: Completes "Going Private" Transaction
---------------------------------------------------------------
Frederick's of Hollywood Group Inc. announced the completion of
its acquisition led by a group consisting of HGI Funding LLC, a
wholly owned subsidiary of Harbinger Group Inc., and certain of
the Company's other common and preferred shareholders.

Frederick's shareholders approved, at a special meeting of
shareholders held on May 28, 2014, the previously disclosed merger
agreement that provides for the acquisition of the Company by a
group consisting of HGI Funding LLC, a wholly owned subsidiary of
Harbinger Group Inc., and certain of the Company's other common
and preferred shareholders (the "Rollover Shareholders").  The
Rollover Shareholders as a group beneficially own approximately
88.9 percent of the Company's common stock.  The acquisition will
be accomplished through FOHG Holdings, LLC, an entity controlled
by the Rollover Shareholders that was formed for the purpose of
the transaction.

The merger was approved by over two-thirds of the aggregate voting
power of the Company's common stock outstanding at the close of
business on the record date for the special meeting.  The total
transaction is valued at approximately $24.8 million.

The Company's common stock will cease to be quoted on the OTCQB.
Letters of transmittal allowing Company shareholders of record to
deliver their shares to the paying agent in exchange for payment
of the merger consideration will be distributed shortly.

"We look forward to entering this new phase of the Company's
history and having access to the capital resources needed to
implement a turnaround strategy that can take full advantage of
the Frederick's of Hollywood brand.  This is going to be an
exciting period for the Company and we thank all of our employees,
suppliers and customers for standing with us and believing in our
brand," stated Thomas Lynch, the Company's Chairman and chief
executive officer.

In connection with the Merger, on May 30, 2014, the Company
received an advance in the amount of $6,000,000 under its existing
credit facility with Salus CLO 2012-1, Ltd., and Salus Capital
Partners, LLC, in order to finance the payment of the merger
consideration and for other fees, expenses, costs and obligations
incurred by the Company in connection with the Merger.

Also in connection with the Merger, Thomas J. Lynch, John L. Eisel
and Milton J. Walters resigned as directors of the Company and
Philip A. Falcone, Phillip J. Gass, Kostas Cheliotis and Thomas
Williams were appointed as directors of the Company, in each case
as of the effective time of the Merger.  Peter Cole and William F.
Harley III continued as directors of the Company.

Additional information is available for free at:

                        http://is.gd/Rzd2BP

In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, FOHG Holdings, LLC, Harbinger Group Inc. and
Philip A. Falcone disclosed that as of May 30, 2014, they
beneficially owned 100 shares of common stock of Frederick's of
Hollywood representing 100 percent of the shares outstanding.

As a result of the Merger, Frederick's of Hollywood is now wholly
owned by FOHG Holdings.  FOHG Holdings is indirectly beneficially
owned by HGI and Mr. Falcone through HGI Funding.

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

                         http://is.gd/LXW7pf

                      Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.
As of Jan. 25, 2014, the Company had $39.79 million in total
assets, $69.01 million in total liabilities and a $29.22 million
total shareholders' deficiency.


GENERAL MOTORS: Fires 15 Employees Over Recall Failures
-------------------------------------------------------
Jeff Bennett and Mike Ramsey, writing for The Wall Street Journal,
reported that General Motors Co. Chief Executive Mary Barra has
dismissed 15 employees in the wake of what she called a "brutally
tough and deeply troubling" report that chronicled why it took the
auto maker 11 years to recall cars equipped with a defective
ignition switch.

According to the report, Ms. Barra said the company reprimanded
five other employees in conjunction with the probe by former U.S.
Attorney Anton Valukas.  Mr. Valukas, hired by GM management in
March, found there was no coverup in delaying the ignition switch
recall, but employees who should have taken action failed to do so
in a timely manner, Ms. Barra said, the report related.

"What [the report] found was a pattern of incompetence and
neglect," the Journal cited Ms. Barra as saying during a meeting
with about 1,000 employees at the company's Warren, Mich.,
technical center.

                       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.


GREEN FIELD: Carl Marks Advised in Sale of Equipment to Gordon
--------------------------------------------------------------
Carl Marks Advisors acted as the investment banker to Green Field
Energy Services, Inc. in the sale of the its entire portfolio of
equipment and inventory assets, including over 3,500 pieces of
state-of-the-art well services and hydraulic fracturing equipment,
to Gordon Brothers Group.  In addition, Carl Marks assisted Green
Field in raising debtor-in-possession financing from ICON Capital,
LLC and GB Credit Partners, LLC, as well as the sale of Green
Field's membership interest in its Joint Venture, Turbine Powered
Technology, LLC, to the existing holders of the Company's 13%
Senior Secured Notes.  Carl Marks also assisted in the negotiation
and confirmation of the liquidation plan.

Headquartered in Lafayette, LA, Green Field operated as an
independent oilfield service company providing a wide range of
services to oil and gas drilling and production companies,
including hydraulic fracturing and cementing, coiled tubing,
pressure pumping, acidizing, and other pumping services.
Throughout 2011 and 2012, Green Field ramped up its fracturing
segment in response to a perceived competitive advantage
associated with its unique turbine-powered hydraulic fracturing
equipment.  In 2013, a market downturn and the loss of its largest
customer led to liquidity constraints and necessitated a
restructuring of Green Field's balance sheet, including over $400
million of secured and unsecured debt obligations.  Subsequently,
Green Field filed for Chapter 11 bankruptcy in the U.S. Bankruptcy
Court for the District of Delaware.

Carl Marks Advisors was retained in October 2013 as the Company's
investment banker to explore available strategic alternatives,
including a sale of all of the Company's assets.  The Carl Marks
team's initial task was to secure the necessary liquidity to run
an orderly process, which was achieved through a $30 million
debtor-in-possession financing.  Once in place, Carl Marks
conducted an extensive marketing process, which resulted in a wide
range of interest in the Company's assets from both strategic and
financial acquirers.  Carl Marks' expertise in structuring and
executing Chapter 11 sales processes under difficult circumstances
enabled the Company to maximize the value of the assets and
achieve its goals in an efficient and timely manner.

The Carl Marks team on this engagement included partner,
Christopher Wu, director, Scott Webb, and associate, Dave Endo.

               About Carl Marks Advisory Group LLC

Carl Marks Advisory Group LLC -- http://www.carlmarks.com-- is a
New York-based consulting and investment banking advisory firm
serving middle-market companies, provides an array of financial
and operational services, including mergers and acquisitions
advice, sourcing of capital, financial restructuring plans,
strategic business assessments, improvement plans and interim
management.

The award-winning firm was the recipient of the 2013 M&A Advisor's
Sector Financing Deal of the Year (Real Estate); the Turnaround
Atlas Awards' Healthcare Services Turnaround of the Year, Mid
Markets Restructuring Investment Bank of the Year, and
Restructuring Investment Banker of the Year (Boutique).

Securities are offered through Carl Marks Securities LLC, member
FINRA and SIPC.

                     About Green Field Energy

Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons.  The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

Roberta A. DeAngelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.

The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.  He
has retained The Hogan Firm as his counsel.


GSE ENVIRONMENTAL: Court Sets July 7 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
July 7, 2014, at 5:00 p.m., as the deadline for creditors of GSE
Environmental Inc. and its debtor-affiliates to file proofs of
claim.  All governmental units have until Oct. 31, 2014, at 5:00
p.m., to file their claims.

All claims must be mailed to:

         GSE Environmental Inc. Claim Processing
         c/o Prime Clerk LLC
         830 Third Avenue, 9th Floor
         New York, New York 10022

                     About GSE Environmental

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

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

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

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

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

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


GSE ENVIRONMENTAL: Committee Asked Delay of Disclosures Hearing
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of GSE Environmental, Inc., et al., asked the
U.S. Bankruptcy Court for the District of Delaware to continue the
hearing on June 11, 2014, of their motion for entry of an order
approving the Disclosure Statement.  The hearing was originally
set for June 2, 2014.

As reported in the Troubled Company Reporter on June 3, 2014,
the Committee sought a continuance of the Hearing because
the Disclosure Statement contains no meaningful information
regarding the amount of Class 4 or Class 5 unsecured claims or
the unencumbered property available for distribution on those
claims.

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

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

                     About GSE Environmental

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

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

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

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

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

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


GSE ENVIRONMENTAL: Gets Final Approval of $35-Mil. DIP Loan
-----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave GSE Environmental, Inc., et al., final
authority to obtain postpetition financing up to an aggregate
amount of $35 million from Cantor Fitzgerald Securities as agent
for a consortium of lenders and use cash collateral securing their
prepetition indebtedness.

As reported in the Troubled Company Reporter on May 19, 2014,
the Debtors said in court papers that they have an immediate and
critical need to obtain the financing and to use cash collateral
as well as other collateral to continue the operation of their
business.  The Debtors add that without the funds, they will not
be able to meet their payroll obligations or to pay operating and
other expenses during their critical period.

A full-text copy of the Interim DIP Order is available at
http://bankrupt.com/misc/GSEdipord0506.pdf

The Debtors are represented by Patrick J. Nash, Jr., Esq., Jeffrey
D. Pawlitz, Esq., and Bradley T. Giordano, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois; and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware.

The DIP Lenders are represented by Scott K. Charles, Esq. --
SKCharles@wlrk.com -- Emily D. Johnson, Esq. -- EDJohnson@wlrk.com
-- and and Neil K. Chatani, Esq. -- NKChatani@wlrk.com -- at
Wachtell, Lipton, Rosen & Katz, in New York.  The local Delaware
counsel to the DIP Lenders and the DIP Agent is Russell C.
Silberglied, Esq. -- silberglied@rlf.com -- at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  Counsel to the DIP Agent
is Nathan Z. Plotkin, Esq. -- NPlotkin@goodwin.com -- at Shipman &
Goodwin LLP, in Hartford, Connecticut.

                     About GSE Environmental

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

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

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

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

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

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


GSE ENVIRONMENTAL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
GSE Environmental Inc. and three of its debtor-affiliates filed
separate schedules of assets and liabilities in the U.S.
Bankruptcy Court for the District of Delaware, disclosing:

  Debtor                    Total Assets    Total Liabilities
  ------                    ------------    -----------------
  GSE Environmental LLC     $121,618,643       $183,590,211
  GSE Holding Inc.           $86,846,813       $173,877,686
  GSE Environmental Inc.         $68,831       $173,877,686
  SynTec LLC                          $0       $173,877,686

A copy of the schedules of GSE Environmental LLC is available for
free at http://is.gd/MwK1Uw

A copy of the schedules of GSE Holding is available for free at
http://is.gd/3RCcCr

A copy of the schedules of GSE Environmental Inc. is available for
free at http://is.gd/LGFbrt

A copy of the schedules of SynTec is available for free at
http://is.gd/gFZv04

                     About GSE Environmental

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

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

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

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

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

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


HDOS ENTERPRISES: Has Until Aug. 4 to Exclusively File Plan
-----------------------------------------------------------
The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of HDOS
Enterprises, the Debtor's exclusive right to file a plan of
reorganization to Aug. 4, 2014, and the exclusive right to solicit
acceptances of the Plan to Oct. 3, 2014.

In a filing dated May 6, 2014, the Debtor says that it believes
that the requested extension of the exclusivity periods will allow
the Debtor a full and fair opportunity to propose a confirmable
plan with creditor support.

The Debtor states in its court filing that its case is large and
complex, warranting an extension of the Exclusive Periods.  The
Debtor has 79 store locations and 12 domestic and international
franchise locations.  Among these stores, the Debtor has more than
700 employees, with an additional 17 employees in its corporate
office.  As of the Petition Date, the Debtor estimates that it has
more than 300 creditors, totaling over $3 million in liabilities.
The Debtor is also party to more than 70 leases in nine different
states as well as numerous agreements with trade vendors.

The Debtor is wholly owned by its employees through the HDOS
Enterprises Employee Stock Ownership Plan a qualified ERISA plan.
According to the Debtor, the ESOP creates complex legal and
financial issues for the Debtor, especially in the context of
exiting bankruptcy.  The Debtor says that it needs time to assess
the feasibility of potential restructuring transactions involving
the ESOP and must take precautions with respect to certain
liabilities, including tax issues that may arise in the context of
a transaction involving an ESOP owned entity.  Failure to take
these precautionary measures could expose the Debtor to
substantial liability and endanger its ability to successfully
restructure.

As reported by the Troubled Company Reporter on May 26, 2014, the
Debtor said that it continues to pursue a sale of its assets, and
its financial consultants began the process of marketing the
company and generating interest from potential buyers.  The Debtor
added that it is currently in the process of finalizing lease
amendments for 44 store locations, which are projected to save
them approximately $1,088,000 in rent annually.  The Debtor
further said ownership by an employee stock-ownership plan creates
tax and other problems that complicate an emergence from
bankruptcy, especially in the context of a sale.

The hearing to consider the extension of the Exclusivity Periods
was set for May 27, 2014, at 11:00 a.m.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HDOS ENTERPRISES: Has Until Sept. 1 to Decide on Leases
-------------------------------------------------------
The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the
Central District of California has granted HDOS Enterprises'
request to extend until Sept. 1, 2014, the period within which it
must assume or reject its nonresidential real property leases.

The Debtor was required to assume or reject the Leases by June 3,
2014.  A hearing was held on May 27, 2014, to consider the motion
to extend the deadline to assume or reject unexpired leases.

The Debtor currently operates its retail food business out of 79
store locations, all of which are governed by written commercial
leases.  The Leases are a fundamental component of the Debtor's
business and are necessary for an effective reorganization, the
Debtor said in its May 6, 2014 court filing.  The Debtor is
currently marketing its business for either a sale or a strategic
partner.  The Leases are a primary asset of the Debtor's business
that will be considered in any transaction involving the business.
Due to the size and complexity of the case, the Debtor needs the
additional time to determine whether to assume or reject the
Leases as they relate to a possible sale of the business.

As of the Petition Date, the Debtor had 92 store locations which
were designed and utilized to sell a narrow range of food products
with a distinctive flair.  In the first month and a half of the
case, 17 of the Leases were rejected.  The Debtor said it was the
first step toward streamlining the Debtor's operations and moving
toward the formulation of a plan.

The Debtor's real estate advisor has been negotiating with the
Debtor's landlords to seek rental concessions and has obtained
landlord consent to lease modifications at 44 store locations.
The Debtor says that its counsel and landlords are in the process
of memorializing the modifications and until this process is
completed, the Debtor cannot determine with finality whether to
assume or reject each of the Leases.

The Court held a hearing on March 20, 2014, to consider the
Debtor's motion for order approving the rejection of unexpired
leases.  On April 2, 2014, the Court authorized the Debtor to
reject these unexpired leases: (a) lease # 59 for the store in
Casper, Wyoming; (b) lease # 182 for the store in Stonewood Center
in Downey, California; and (c) lease # 206 on Bear Valley Road, in
Hesperia, California.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HDOS ENTERPRISES: May Use Cash Collateral Until July 31
-------------------------------------------------------
HDOS Enterprises obtained authorization from the Hon. Neil W.
Bason of the U.S. Bankruptcy Court for the Central District of
California to continue using cash collateral through July 31,
2014, to operate its business and to pay necessary and ordinary
business expenses, including payroll and other related items only
for the ordinary and regular operation of Debtor's business, and
professional fees.

TPB is the present owner and holder of a promissory note dated
March 11, 2013, executed by the Debtor in the principal amount of
$600,000 plus interest thereon at the annual percentage rate of
7%.  The Term Note is secured by a Commercial Security Agreement
dated March 11, 2013, granting the bank a first priority security
interest in the Debtor's inventory, chattel paper, accounts,
equipment, deposit accounts and general intangibles, specifically
including trademarks, trade secrets and copyrights and all
proceeds thereof.

TPB is also the present owner and holder of a promissory note
dated Sept. 17, 2013, as subsequently amended, executed by the
Debtor evidencing a revolving line of credit in the maximum amount
of $1 million plus interest thereon.  The Revolving Note is
secured by a Commercial Security Agreement dated Sept. 17, 2013,
granting the bank a security interest in the pre-petition
collateral.

TPB holds a perfected security interest in cash on hand because it
is the bank at which Debtor currently maintains the general
checking account, payroll account, and tax account.  The combined
balance of the DIP Bank Accounts is $1,842,037 as of May 15, 2014.
TPB alleges that, as of the Petition Date, its secured claim under
the Term Note was $446,689.96 in principal and interest; and
$803,145.90 in principal and interest under the
Revolving Note.  The Debtor and TPB stipulate and agree that TPB's
Secured Claim is oversecured.

The Debtor acknowledges that the cash balances in the DIP Bank
Accounts and all cash proceeds of the pre-petition collateral that
will be received by Debtor after the Petition Date are the cash
collateral of TPB.

On Feb. 4, 2014, the Debtor and TPB entered into the first
Stipulation allowing cash collateral use until March 31, 2014.  It
was approved by the Court on Feb. 5, 2014.  The Second Stipulation
was entered into by the Debtor and TPB on March 19, 2014, allowing
cash collateral use until May 31, 2014.  It was approved by the
Court on March 27, 2014.

An expedited hearing was held May 21, 2014, to consider the
Debtor's third stipulation for interim order authorizing use Of
cash collateral entered into by the Debtor and Torrey Pines Bank,
a division of Western Alliance Bank.  The Court approved the
Stipulation.

As adequate protection, TBT (i) will be paid its regular debt
service with interest at the non-default rate during the cash
collateral period; (ii) will be be entitled to all of the rights
and benefits of section 552(b) of the Bankruptcy Code effective
nunc pro tunc to the Petition Date, and the "equities of
the case" exception won't apply with respect to the TPB's security
interest; and (iii) is granted valid and perfected security
interests and liens in all of Debtor's post-petition assets.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HDOS ENTERPRISES: Wants to Implement Key Employee Retention Plan
----------------------------------------------------------------
HDOS Enterprises asks the Hon. Neil W. Bason of the U.S.
Bankruptcy Court for the Central District of California to
authorize the implementation of key employee retention plan for
approximately 15 of the Debtor's non-insider corporate-level
employees that the Debtor has determined are critical to the
Debtor's business and reorganization, and payment of any
obligations arising thereunder as administrative expenses.

A hearing on the motion is set for June 10, 2014, at 11:00 a.m.

Since the commencement of the case, the Debtor has had difficulty
retaining employees and anticipates that this problem will grow
worse in the coming months.  The Debtor says in a court filing
dated May 9, 2014, that the prepetition downsizing in the Debtor's
corporate office and the subsequent Chapter 11 filing, couple with
discussions of possible sales of the Debtor, have raised
substantial concerns for the Debtor's employees.  After the
Petition Date, one of the Debtor's key remaining corporate
employees left the office and the Debtor fears that this trend
will continue if proper measures are not taken.

Recognizing that further employee losses will damage the Debtor's
Chapter 11 estate, the Debtor has formulated the KERP to ensure
that the Debtor's corporate management team is appropriately
incentivized to maximize the opportunities in the Debtor's
reorganization.  None of the employees who may be entitled to
bonuses under the KERP are insiders of the Debtor.  The list of
the remaining 15 non-insider employees is available for free at:
http://is.gd/mCAZBV

The Debtor has concluded that the Critical Employees are talented
individuals who have substantial experience with the company,
averaging 17 years of service.  The Critical Employees lead and
execute the Debtor's day-to-day business operations and it would
be difficult, if not impossible to replace them given the Debtor's
present circumstances.  The KERP has been tailored to provide
incentives to the Critical Employees to remain with the Debtor and
to help achieve a successful emergence from Chapter 11.  Dan
Smith, the Debtor's CEO, said in a filing dated May 15, 2014, that
the proposed bonuses are equal to approximately 30% of each
Critical Employee's base salary and would be made on the date that
is 30 days after either (i) the effective date of a plan of
reorganization, or (ii) the closing of a going concern sale.  The
Debtor estimates that the total aggregate payout under the KERP
will be approximately $412,000.

Each Critical Employee will qualify for a KERP bonus if the
Critical Employee (a) continues in the Debtor's employ through the
date the Debtor requires his or her services and is not terminated
for "cause," and (b) executes a written release of all claims
against the Debtor's estate.

              Payment of Critical Vendors' Claims

On May 9, 2014, the Court authorized the Debtor to pay pre-
petition claims of certain critical vendors necessary for its
continued operations.  As reported by the Troubled Company
Reporter on April 14, 2014, the Bankruptcy Court continued until
May 6, 2014, at 11:00 a.m., the hearing to consider the Debtor's
motion to pay prepetition claims of certain critical vendors
necessary for its continued operations.  The Debtor sought
authority to pay its main supplier, Shamrock Foods Company, for 20
days' worth of its prepetition claim, which the Debtor estimates
to be approximately $200,000.  The Debtor also sought authority to
pay all credit card processing fees and chargebacks owed
prepetition to its credit card processors.  The Debtor estimates
the prepetition processing fees to be $31,200 and expects the
chargebacks to be de minimus, especially in comparison
to the value to the Chapter 11 estate of continuing to accept
payment by credit card in an uninterrupted fashion.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HIGH MAINTENANCE: Confirmation Hearing Reset Until June 13
----------------------------------------------------------
The Bankruptcy Court signed off on an agreed order resetting the
hearing to June 13, 2014, at 10:00 a.m., to consider the
confirmation of the Plan of Reorganization proposed by High
Maintenance Broadcasting LLC and GH Broadcasting Inc.

The agreed order also extended until July 13, the Debtors'
exclusivity period provided in Section 1121(c)(3) of the
Bankruptcy Code.

The stipulation was entered among the Debtors, Rober Behar,
Estrella Behar, Jay Fours, LLC, Joseph Kavana, Lermont Trading
Ltd., Pan Atlantic Bank & Truste Ltd., Benjamin J. Jesselson
12/18/80 Trust,  Jesselson Grandchildren 12/18/80 Trust, Leibowits
Family Broadcasting, LLC, Moris Baily , Pedro Dupouy, Solomnon
Kassin, Sumit Enterprises, LLC, Jose Rodriguez, Saby Behar
Rivocable Trust dated 2/15/99, Sawicki Family Limited Partnership,
Shpilberg Management Associates, LLC, Leon Perez, and Latin
Capital Ventures, LLC -- the noteholders -- and Fred Hoffman.

The Debtors, in their motion, related that they cannot confirm the
Plan without the noteholders' supporting votes.  The Debtors
decided to delay the confirmation scheduled for May 12 until after
the claim objection trial in order to facilitate a consensual
resolution of their dispute with the noteholders, or, if
necessary, to enforce the terms of the MTS (mediated term sheet).

As reported in the Troubled Company Reporter, the Bankruptcy Court
approved the First Amended Disclosure Statement explaining the
Debtors' First Amended Joint Plan in an order dated Jan. 29.

Neligan Foley LLP, the Debtors' counsel, was authorized to act as
balloting agent.

The Plan, originally filed on Jan. 6, was the product of mediation
held in October 2013 among the Debtors; their noteholders, which
serve as the largest creditor constituency; and their equity
owners.  The mediation resulted in a mediated term sheet that set
forth the framework for a consensual plan.

The Debtors' Plan provided for the substantive consolidation of
the estates, and all classes of Claims will be paid as if the
Debtors were a single enterprise.

On Feb. 13, the noteholders filed a limited objection to the Plan,
saying the Debtors should not be substantively consolidated.  The
noteholders said the mediated term sheet does not provide for
substantive consolidation and that consolidation would be unfair
to creditors.

On Feb. 14, the Debtors filed papers seeking continuation of the
Confirmation hearing date to "a date convenient to the Court" to
allow the parties to reach a consensual resolution of the
Noteholders' objection or, if necessary, to prepare for a
contested confirmation hearing.  At the same time, the Debtors
asked the Court to move the exclusivity period to file a Plan,
which was slated to expire March 7.  In their request, the Debtors
sought a 30-day continuance of the confirmation hearing date and
the exclusive plan filing period.

                     Summary & Outline of Plan

The Plan contemplates that in exchange for the exit capital
contribution of $250,000, ownership and control of the Debtors
will be transferred to Corpus 18 LLC on the plan effective date.
Within three years from the effective date, the Debtors will
market and sell their assets and distribute the sale proceeds to
creditors and interest holders.  The Debtors believe the sale
proceeds will be sufficient to pay all claims infull but there are
no guarantees or assurances as to the price at which the Debtors
will be able to sell their assets.

The Debtors will fund the Plan using cash on hand, cash arising
from operation and sale of assets, the exit capital contribution,
and $250,000 in exit loans, and any cash generated on or after the
effective date, including recoveries from prosecution of causes of
action.

The noteholders will finance the exit loans.

Under the Plan, General Unsecured Claims Against HMB, estimated to
total $13.52 million, and General Unsecured Claims Against GHB,
estimated to total $11.06 million, will initially be paid
interests until the sale of the Debtors' assets are consummated.
Upon the closing of the sale, holders of General Unsecured claims
will receive, in full satisfaction of the Claim, a pro rata share
of the so-called General Unsecured Sale proceeds.  Equity
interests in the Debtors will be cancelled and the equity holders
will receive their pro rata share of the sale proceeds after other
claims are paid.

Prior to the bankruptcy filing, the Debtors attempted to sell
their assets and in March 2012 struck a sale agreement for $8.5
million with affiliates of London Broadcasting Company Inc.  The
buyers failed to close the sale.  The Debtors have sued the buyers
for breach.

The Debtors are also embroiled in pre-bankruptcy litigation with
the noteholders, for alleged "fraudulent inducement" in connection
with HMB's purchase of KUQI-TV.  The noteholders have sued the
Debtors' guarantors to recover the full amount due under the
amended senior notes.  Corpus 38 financed HMB's purchase of KUQI-
TV under the terms of an original note in the face amount of $6.3
million.  The noteholders declared the Debtors in default under
the Note.

A copy of the First Amended Disclosure Statement explaining the
Plan is available at no extra charge at:

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

              About High Maintenance Broadcasting and
                          GH Broadcasting

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

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

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

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

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

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


INTERLEUKIN GENETICS: Extends SPA Expiration to December 31
-----------------------------------------------------------
Interleukin Genetics, Inc., on May 17, 2013, entered into a Common
Stock Purchase Agreement with various accredited investors
pursuant to which Interleukin sold securities to the Purchasers in
a private placement transaction.

Under the terms of the Purchase Agreement, each Purchaser has the
right, at any time and from time to time on or before June 30,
2014, to purchase at one or more subsequent closings its pro rata
share of up to an aggregate of $5,000,000 of additional shares of
common stock and warrants on the same terms and conditions as in
the Private Placement.  The Board of Directors of the Company has
determined that it is in the best interests of the Company and its
stockholders to extend the Expiration Date until Dec. 31, 2014.

Accordingly, on May 30, 2014, the Company and certain Purchasers
holding a majority of the shares of common stock purchased in the
Private Placement entered into the Second Amendment to the
Purchase Agreement to change the Expiration Date from June 30,
2014, to Dec. 31, 2014.  A copy of the Amendment is available for
free at http://is.gd/xbru74

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics incurred a net loss of $7.05 million on $2.42
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $5.12 million on $2.23 million of
total revenue in 2012.

Grant Thornton LLP, in  Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 3, 2013.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has an accumulated deficit that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $7.83
million in total assets, $4.11 million in total liabilities, all
current, and $3.72 million in total stockholders' equity.

                         Bankruptcy Warning

"The amount of cash we generate from operations is currently not
sufficient to continue to fund operations and grow our business.
We expect that our current and anticipated financial resources,
including the proceeds from the May 2013 Private Placement and
assuming the receipt of an additional $5 million in gross proceeds
from the second tranche of the May 2013 Private Placement will be
adequate to maintain our current and planned operations at least
through the next twelve months.  If we do not receive the
additional $5 million from our current investors we will be forced
to seek additional funding sources.  If we are unable to obtain
such funding, we may have to end our operations and seek
protection under bankruptcy laws," the Comany said in the
Quarterly Report for the period ended March 31, 2014.


IMPLANT SCIENCES: Files Conflict Minerals Report
------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission a specialized disclosure report on Form SD
pursuant to rule 13p-1 under the Security Exchange Act (17 CFR
240-13p-1) 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.

Implant Sciences said it has evaluated its products and has
determined that tantalum, tin, tungsten and gold, collectively
"Conflict Minerals" are necessary to the functionality or
production of its products.  During the calendar year 2013, the
Company contracted for the manufacture of products and component
parts used in the manufacture of the Company's products which
contain conflict minerals.

"We undertook a reasonable country of origin inquiry in 2013
regarding conflict minerals used in our products.  That reasonable
country of origin inquiry was designed to determine whether those
conflict minerals contained in our products originated in the
Democratic Republic of the Congo or an adjoining country,
collectively "DRC" or arose from scrap or recycled sources that
may have originated in the DRC," the Company stated in the Report.

A copy of the Company's Conflict Minerals Report is available for
free at http://is.gd/I0CR41

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013.  The independent auditors noted the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 23, 2013, the
Company's principal obligation to its primary lender was
approximately $42,297,000 and accrued interest of approximately
$6,562,000.  The Company is required to repay all borrowings and
accrued interest to this lender on March 31, 2014.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

The Company's balance sheet at March 31, 2014, showed $5.84
million in total assets, $62.12 million in total liabilities and a
$56.28 million total stockholders' deficit.

                         Bankruptcy Warning

"Our ability to comply with our debt covenants in the future
depends on our ability to generate sufficient sales and to control
expenses, and will require that we seek additional capital through
private financing sources.  There can be no assurances that we
will achieve our forecasted financial results or that we will be
able to raise additional capital to operate our business.  Any
such failure would have a material adverse impact on our liquidity
and financial condition and could force us to curtail or
discontinue operations entirely.  Further, upon the occurrence of
an event of default under certain provisions of our agreements
with DMRJ and BAM, we could be required to pay default rate
interest equal to the lesser of 2.5% per month and the maximum
applicable legal rate per annum on the outstanding principal
balance outstanding.  The failure to refinance or otherwise
negotiate further extensions of our obligations to DMRJ and under
the senior secured promissory notes for which BAM is the agent
would have a material adverse impact on our liquidity and
financial condition and could force us to curtail or discontinue
operations entirely and/or file for protection under bankruptcy
laws," the Company said in the Quarterly Report for the period
ended March 31, 2014.


INTERNATIONAL MANUFACTURING: Status Conference Slated for June 19
-----------------------------------------------------------------
A status conference in the Chapter 11 case of International
Manufacturing Group, Inc., is scheduled for June 19, 2014 at 10:30
a.m.

The Debtor is required to file and serve as status report by June
12, 2014.  The status report will contain, among other things, an
overview of the case, the steps taken by the Debtor to effectuate
the reorganization, and when the Debtor intends to file a plan.

               About International Manufacturing

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.

International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014.

The case is assigned to Judge Robert S. Bardwil.

According to the docket, governmental entities have until Nov. 26,
2014, to file claims.

The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel.


J.C. PENNEY: S&P Assigns 'B' Rating to $1.85BB ABL Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned a 'B'
issue level rating to J.C. Penney Corp. Inc.'s $1.85 billion ABL
revolving credit facility and $500 million senior secured first-in
last-out term loan with a '1' recovery rating, indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  Concurrently, S&P is affirming all other
ratings, including the 'CCC+' corporate credit rating on parent
company J.C. Penney Co. Inc.  The outlook is stable.

According to the company, proceeds from the new $500 million
senior secured first-in last-out term loan will be used to repay
borrowings outstanding under the revolving credit facility.

The ratings on Penney reflect Standard & Poor's assessment that
the company's business risk profile is "vulnerable" and its
financial risk profile is "highly leveraged".  S&P's business risk
assessment incorporates its analysis that the department store
industry is highly competitive, with large, well-established
participants.  Based on this environment, S&P believes further
performance difficulties may lose the company market share to
other players, such as Macy's, Kohl's Corp., other department
stores, or off-price retailers.

Performance trends continue to improve from very weak levels,
commensurate with S&P's expectations.  The company reported same-
store sales of 6.2% in the first quarter of 2014 and a gross
margin increase of 230 basis points (bps).  S&P believes the
company will demonstrate further gains over the next few quarters,
resulting in same-store sales growth in the mid-single digits.
S&P forecasts enhanced merchandise, stronger traction from
private-label products, the reintroduction of promotions and
coupons, and good expense controls will result in EBITDA margins
in the mid-single digits in the next year--a substantial
turnaround from last year.  S&P's forecast over the next year
includes the following assumptions:

   -- U.S. GDP and consumer spending to increase in the low-single
      digits;

   -- Same-store sales to be in the mid-single digits;

   -- EBITDA margins to be around 4% as a result of gross margin
      recovery and good expense controls; and

   -- Capital expenditures to be substantially lower than recent
      years and in the $250 million range

"We assess Penney's financial risk profile as "highly leveraged",
given the very weak credit protection measures and our view of an
unsustainable capital structure.  Although we project some
improvement in credit measures because of EBITDA growth, we
believe credit protection measures will remain very thin over the
next year.  Even with significant improvements in EBITDA, we
forecast leverage will remain in the double digits, interest
coverage will be around 1.0x, and funds from operations (FFO)-to-
total debt to be under 5% over the next 12 months," S&P said.

"The stable outlook reflects our view that liquidity will be
"adequate" over the next year and that sources of cash will exceed
uses by at least 1.2x.  However, we believe the company's capital
structure is unsustainable in the longer term, but it does not
have any meaningful maturities over the next 12 months and so we
do not see a clear path to default.  It incorporates our opinion
that the company will also realize modest, sequential performance
gains because of the recent strategy changes, which include
merchandise repositioning and the reintroduction of sales and
promotions," S&P added.

S&P could consider lowering its rating if the company experienced
a reversal of its performance gains because of merchandise
missteps or an erosion of consumer spending.  At that time, S&P
believes the company could likely default within the next 12
months.  In such a scenario, the company is unable to stabilize
operations, leading to a cash burn of around $750 million, which
is meaningfully higher than S&P's forecast.  Under this scenario,
vendors would tighten terms leading to a substantial decline in
cash on hand.

Although S&P considers the possibility for an upgrade to be remote
because EBITDA would have to be around $1 billion versus its
forecast of about $500 million, drivers would include performance
recovery much earlier than S&P currently expects as the company
implements its revised strategy.  Another important component
would be sustained cash flow from operations that covers ongoing
working capital needs and capital expenditures.  Additionally, S&P
would look for indications that the company has taken steps to
reduce its funded debt, which, in S&P's opinion, result in a
sustainable capital structure.  Any consideration for an upgrade
would require sustained leverage below 7.0x and interest coverage
above 1.5x.


JAMES RIVER: Win Final Approval of $110MM DIP Loan, Cash Use
------------------------------------------------------------
The Bankruptcy Court authorized, in a final order, James River
Coal Company, et al., to

   i) obtain postpetition financing of up to the aggregate
principal amount of $110 million, in which Cantor Fitzgerald
Securities will act as sole administrative agent and collateral
agent for a syndicate of banks, financial institutions and other
institutional lenders party to the DIP facility from time to time,
and arranged by Deutsche Bank Securities Inc., as sole lead
arranger; and

  ii) utilize cash collateral.

As reported in the Troubled Company Reporter on April 24, 2014,
the Debtors intended to preserve and enhance their businesses and
continue to explore various strategic alternatives, including a
possible sale of some or substantially all of their assets and/or
a reorganization pursuant to a third-party sponsored plan of
reorganization, through the use of a postpetition credit facility
consisting of a $110 million superpriority senior secured debtor
in possession term facility.

Approximately $4.4 million of the DIP facility will be used to pay
all accrued and unpaid fees, expenses and other charges payable
under the prepetition credit facility with General Electric
Capital Corporation, and the amounts outstanding under a Master
Lease Agreement between GECC, as lessor, and James River Coal, as
lessee, dated as of September 19, 2006, and approximately $29.9
million will be used to cash collateralize the existing letters of
credit issued under the prepetition credit facility, thereby
providing the Debtors with $48.1 million of aggregate incremental
liquidity and the ability to maintain their existing letters of
credit.

The salient terms of the DIP facility are:

     Borrower:       James River Coal Company

     Guarantors:     All of JRCC's debtor subsidiaries.

     DIP Lenders:    A syndicate of financial institutions,
                     arranged by Deutsche Bank Securities Inc., as
                     sole arranger and bookrunner.

     Administrative
     Agent:          Cantor Fitzgerald Securities

     Maturity Date:  The date that is the nine-month anniversary
                     of the closing date.

     Fees:           Agency Fee: The fee payable to the DIP Agent
                     in the amount of $40,000 payable on the date
                     on which the Court enters the Interim DIP
                     Order.

                     Funding Fee: The fee payable to the DIP Agent
                     in the amount of approximately $155,636 for
                     its own account as a Lender under the DIP
                     Credit Agreement.

                     Arranger Fees: The fee payable to the
                     Arranger in the amount of approximately 2.43%
                     of the principal amount of the Loans as set
                     forth in a fee letter between the Arranger
                     and the Debtors, which will be subject to
                     further court approval.

                     OID: The Loans will be issued at a price of
                     96.5% of the principal amount thereof (with
                     the OID on the entire amount of the DIP
                     Financing Facility paid at the Initial
                     Borrowing).

     Interest
     Rates:          The applicable interest is (a) with respect
                     to LIBOR Rate Loans, LIBOR plus 8.50%, with a
                     LIBOR floor of 1.00% and (b) with respect to
                     Base Rate Loans, the Base Rate plus 7.50%.
                     In an event of default, the interest rate
                     will be increased by 2.00% per annum above
                     the interest rate.

     Mandatory
     Prepayments
     Amortization:   JRCC will prepay the Loans in an amount equal
                     to (i) $15,000,000 upon the earlier of (x)
                     August 15, 2014 and (y) the date on which the
                     Credit Parties file a plan of reorganization
                     and (ii) $5,000,000 on September 30, 2014
                     unless, in the case of this clause (ii), the
                     Court shall have entered a confirmation order
                     in respect of an Acceptable Plan of
                     Reorganization on or prior to such date.

     Collateral,
     Priority and
     Adequate
     Protection:     The DIP Financing Facility is secured by a
                     first-priority, fully perfected lien on the
                     collateral.  The collateral for the DIP
                     facility will exclude the Debtors' claims and
                     causes of action under Sections 502(d), 544,
                     545, 547, 548, 549 and 550 of the Bankruptcy
                     Code, but, subject only to and effective upon
                     entry of the final order, will include any
                     proceeds or property recovered, unencumbered
                     or otherwise the subject of successful
                     avoidance actions, whether by judgment,
                     settlement or otherwise.

                     The Debtors will provide adequate protection
                     to the prepetition secured creditors in the
                     form of Section 507(b) claims and replacement
                     liens, and payments to the prepetition agent
                     of the small amounts owed under the
                     Prepetition Credit Agreement.

The Debtors' counsel can be reached at:

         Marshall S. Huebner, Esq.
         Brian M. Resnick, Esq.
         Michelle M. McGreal, Esq.
         DAVIS POLK & WARDWELL LLP
         450 Lexington Avenue
         New York, NY 10017
         Tel: (212) 450-4000
         Fax: (212) 607-7973

The local counsel can be reached at:

         Tyler P. Brown, Esq.
         Henry P. (Toby) Long, III, Esq.
         Justin F. Paget, Esq.
         HUNTON & WILLIAMS LLP
         Riverfront Plaza, East Tower
         951 East Byrd Street
         Richmond, VA 23219
         Tel: (804) 788-8200
         Fax: (804) 788-8218

                        About James River

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

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

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

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

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.  Blackstone Advisory Partners L.P. as its investment
banker.  The Garden City Group Inc., serves as its information
agent to provide communication services.

The Debtors intend to hold an auction in July 8, 2014 for
substantially all of the assets.


JAMES RIVER: Gets Final Nod to Pay $$7.5MM Critical Vendor Claims
-----------------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens authorized, in a final order,
James River Coal Company, et al., to (i) pay certain prepetition
claims of critical vendors in an amount not to exceed $7.5
million, and (ii) pay claims pursuant to 11 U.S.C. Sec. 503(b)(9)
to certain critical vendors.

Judge Huennekens also authorized financial institutions to honor
and process related checks and transfers.

As reported in the Troubled Company Reporter on May 13, 2014,
according to the Debtors, the critical vendors are so essential
to their businesses that the lack of any of their particular
goods and services, even for a short duration, could disrupt the
Debtors' operations and cause irreparable harm to the Debtors'
businesses, goodwill, employees, customer base and market share.
This irreparable harm to the Debtors and to the recovery of all
of the Debtors' creditors will far outweigh the cost of payment
of the critical vendor claims.

A full-text copy of the vendor agreement is available for free
at http://is.gd/yp4pXF

                        About James River

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

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

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

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

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.  Blackstone Advisory Partners L.P. as its investment
banker.  The Garden City Group Inc., serves as its information
agent to provide communication services.

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


JAMESPORT DEVELOPMENT: July 21 Set as Governmental Units Bar Date
-----------------------------------------------------------------
Bankruptcy Judge Robert E. Grossman established July 21, 2014, as
the deadline for any governmental units to file proofs of claim
against Jamesport Development LLC.

Proofs of claim must be submitted by mailing or delivering the
original proof of claim to:

         U.S. Bankruptcy Court
         Eastern District of New York
         Alfonse M. D'Amato Federal Courthouse
         290 Federal Plaza
         Central Islip, NY 11722

The Court set April 25, 2014, as general claims bar date.

The Debtor is represented by:

         Adam P. Wofse, Esq.
         Rachel P. Stoian, Esq.
         LAMONICA HERBST & MANISCALCO, LLP
         3305 Jerusalem Avenue, Suite 201
         Wantagh, NY 11793
         Tel: (516) 826-6500

                    About Jamesport Development

Calverton, New York-based Jamesport Development LLC filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202)
on Jan. 21, 2014, in Central Islip, New York.

The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  GA Keen Realty
Advisors serves as the Debtor's real estate brokers. The Hon.
Robert E. Grossman oversees the case.

The Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.  In its schedules of assets
and liabilities filed with the Court, the Debtor disclosed $10.98
in total assets and $9,290,615 in liabilities.


JAMESPORT DEVELOPMENT: Sole Shareholder Files Amended Schedules
---------------------------------------------------------------
Julies F. Klein, president and sole shareholder of Jul-Bet
Enterprises, which is the managing member of Jamesport Development
LLC notified the Bankruptcy Court of the amendment to the Debtor's
schedules:

   1. Schedule D reflects the disputed secured claim of Nicholas
Yanello & Kimberly K. Lee, which at the time of the bankruptcy
filing was initially reflected on Schedule F, and to properly
reflect the secured claim of the Town of Riverhead, which at the
time of filing was initially reflected on Schedule E.

   2. Schedule E properly reflects the amount owed to Internal
Revenue Service, and NYS Department of Taxation & Finance.

   3. Schedule F properly reflects the unsecured claims of Dollaer
Storage LLC, Eric Bressler, Esq., Jul-Bet Enterprises, Inc., Jul-
Bet Enterprises, LLC, Julius Klein, Sharon Klos, and Town of
Riverhead.

   4. Four creditors were added to the creditor matrix.

As reported in the Troubled Company Reporter on Feb. 17, 2014, the
Debtor disclosed $10.98 in assets and $9,290,615 in liabilities.

A copy of the amended schedules is available for free at
http://bankrupt.com/misc/Jamesport_amendedschedules.pdf

                    About Jamesport Development

Calverton, New York-based Jamesport Development LLC filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202)
on Jan. 21, 2014, in Central Islip, New York.

The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  GA Keen Realty
Advisors serves as the Debtor's real estate brokers. The Hon.
Robert E. Grossman oversees the case.

The Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.  In its schedules of assets
and liabilities filed with the Court, the Debtor disclosed $10.98
in total assets and $9,290,615 in liabilities.


JO-ANN STORES: Moody's Lowers CFR to 'B3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Jo-Ann Stores Holdings Inc.'s
Corporate Family Rating to B3 from B2, Probability of Default
rating to B3-PD from B2-PD, and senior unsecured notes to Caa2
from Caa1. Moody's also affirmed the ratings on Jo-Ann Stores,
LLC's secured term loan and unsecured notes and updated the loss
given default point estimates to reflect the current debt mix. The
rating outlook is stable.

Ratings Downgraded:

Jo-Ann Stores Holdings Inc.

Corporate Family Rating to B3 from B2

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

9.75% unsecured notes due 2019 to Caa2/LGD6-93% from Caa1/
LGD6-93%

Ratings Affirmed:

Jo-Ann Stores, LLC

Sr. Secured Term Loan due 2018 at B1/LGD2-29% (updated from
LGD3-32%)

8.125% unsecured notes due 2019 at Caa1/LGD4-69% (updated from
LGD5-77%)

Ratings Rationale

The downgrade reflects Moody's expectation that Jo-Ann's lease
adjusted leverage will remain in excess of 6.5 times, as a
continuation of soft operating performance trends experienced
since the company's October 2012 leveraged dividend are expected
to continue to weigh on credit metrics. Moody's expects
EBITA/interest expense to remain weak at roughly 1.2 times over
the next 12-18 months; nearly half a turn worse than prior to the
dividend and more in line with a B3 credit profile. Moody's
expects Jo-Ann's competitive environment to remain tough, limiting
the prospect for credit metric improvement through a material
earnings jump or margin improvement. Further, with an interest
burden that consumes nearly one-half of EBITDA, and capital
expenditures allocated to store growth and remodels, the capacity
for debt reduction remains limited.

Jo-Ann's B3 CFR reflects its weak overall quantitative credit
profile, with debt/EBITDA of 7.1x, EBITA/interest expense of 1.2x,
and free cash flow to funded debt under 1%. Jo-Ann's credit
profile is supported by the positive characteristics of the craft
and hobby category, which has a loyal customer base, positive
demographic trends, and a lower level of cyclicality relative to
other areas of specialty retail. Jo-Ann's good liquidity remains a
key support at the B3 rating level, as Moody's expects operating
cash flow to remain sufficient to cover interest and capital
expenditures, and the company's $375 million ABL provides ample
liquidity to fund seasonal working capital needs.

The stable rating outlook reflects Moody's expectation that
quantitative credit metrics will remain near current levels as the
company undertakes initiatives to improve store productivity and
turnaround five consecutive quarters of negative same store sales.

Given the downgrade, and Jo-Ann's substantial debt and interest
burden, a ratings upgrade is unlikely in the near term.
Quantitatively, a ratings upgrade could occur if improved
operating performance results in a sustained reduction in
debt/EBITDA below 6.5 times, and a sustained increase in
EBITA/interest expense above 1.5 times. Moody's believes this
could take time, and Jo-Ann would need to maintain a comfortable
liquidity position to be considered for an upgrade including a
clear path to addressing its approaching debt maturities
that begin in March 2018.

Ratings could be downgraded if cash interest coverage was to fall
below 1 time, or if liquidity were to weaken. A continuation of
soft operating trends for a protracted period of time could
pressure the rating outlook.

The principal methodology used in these ratings was the 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.

Through its operating subsidiaries, Jo-Ann Stores Holdings Inc. is
a leading retailer of fabrics and craft supplies offering a wide
range of products for quilting, apparel, craft and home d'cor
sewing. Jo-Ann operates over 839 stores in 49 states. LTM revenues
are in excess of $2.3 billion.


LATEX FOAM: Proposes to Use Wells Fargo Cash Collateral
-------------------------------------------------------
Latex Foam International, LLC, sought bankruptcy protection and
immediately filed a motion to use cash collateral of Wells Fargo
Bank, N.A.

Wells Fargo asserts secured claims of approximately $16,500,000
against the Debtor's assets including cash collateral as provided
under Section 361 and 363 of the Bankruptcy Code.

James Berman, Esq., at Zeisler & Zeisler, P.C., explains that the
Debtors will be required to use and disburse cash collateral
during the preliminary period ending June 30, 2014, following the
Petition Date, to avoid immediate and irreparable harm to the
Debtors.  The Debtors have submitted a proposed budget reflecting
the necessary disbursements.

As adequate protection against any postpetition date erosion of
Wells Fargo's cash collateral within the meaning of Section 361
and 363 of the Bankruptcy Code, the Debtors propose to grant to
Wells Fargo a replacement lien in all after acquired cash
collateral.

The Debtors request a final hearing for the authority to use cash
collateral on or before June 30, 2014.

                         About Latex Foam

Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses.  The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.

LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014.  The Debtors are seeking joint
administration of their cases.

LFI estimated $10 million to $50 million in assets and debt.

Judge Alan H.W. Shiff is assigned to the case.

According to the docket, the 11 U.S.C. Sec. 341(a) meeting of
creditors is scheduled for June 30, 2014.  The deadline to file
claims is Sept. 29, 2014.

The Debtors have tapped James Berman, Esq., and Craig I. Lifland,
Esq., at Zeisler and Zeisler, as counsel.


LATEX FOAM: Proposes Zeisler & Zeilser as Counsel
-------------------------------------------------
Latex Foam International, LLC, seeks approval from the bankruptcy
court to employ Zeisler & Zeisler, P.C. as its counsel.

The Debtor contemplates that Z&Z will render general legal
services to the Debtor as needed throughout the course of this
Chapter 11 case, including litigation and bankruptcy assistance
and advice.

Z&Z will charge the Debtor for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date services are rendered. The Debtor has
provided Z&Z with a $75,000 retainer.

James Berman, Esq., a principal at the firm, attests that Z&Z
represents no interest adverse to the Debtor or to its estate in
the matters for which it is proposed to be retained.

                         About Latex Foam

Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses.  The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.

LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014.  The Debtors are seeking joint
administration of their cases.

LFI estimated $10 million to $50 million in assets and debt.

Judge Alan H.W. Shiff is assigned to the case.

According to the docket, the 11 U.S.C. Sec. 341(a) meeting of
creditors is scheduled for June 30, 2014.  The deadline to file
claims is Sept. 29, 2014.

The Debtors have tapped James Berman, Esq., and Craig I. Lifland,
Esq., at Zeisler and Zeisler, as counsel.


LAZARD GROUP: Moody's Puts 'Ba2' CFR on Review for Upgrade
----------------------------------------------------------
Moody's Investors Service placed Lazard Group LLC's Ba2 corporate
family rating and Ba2 senior unsecured debt rating on review for
upgrade.

Ratings Rationale

Lazard has reported improved credit metrics as its financial
advisory and asset management businesses have continued to perform
well, particularly following the implementation of a renewed
effort to control costs. Moody's measure of Lazard's debt to
EBITDA in 2013 was 3.2x, an improvement over 4.8x in 2012.

Moody's review will focus on the changing balance of earnings
generated by Lazard's asset management and financial advisory
businesses; and the respective capacity of each business to
generate improved retained earnings that would enhance the
company's overall creditworthiness. The latter will include an
evaluation of the sustainability of the cost containment measures
in the financial advisory business in particular.

Lazard's asset management business has grown to approximately 50%
of total net revenue in recent years and has generated a
significant majority of its consolidated operating income. During
its review, Moody's will evaluate the sustainability of the
improved results of this business, focusing on its comparative
franchise value, resilience and financial profile.

Lazard's global financial advisory business is a highly regarded
agency-focused blue-chip franchise capable of generating
additional operating leverage. However, its creditworthiness has
historically been constrained by its inability to successfully
control its bankers' compensation throughout the M&A cycle. Its
renewed efforts to control these and other costs included
significant personnel reductions and resulted in $168 million of
restructuring charges being expensed during 2012 and 2013, which
adversely affected the reported profitability of the business
during these periods. Importantly, these changes did not harm the
firm's revenue generation. Further, these efforts may provide
management with an opportunity to restrain the excessive growth of
compensation costs in future periods. Moody's review will focus on
management's intent and ability to maintain control of its
financial advisory costs on a sustained basis.

Moody's review will also consider the company's financial policies
with respect to balance sheet management, including the level of
financial flexibility provided by its sizeable cash reserves, and
its distribution commitments to Lazard Ltd, its publicly-held
parent.

The last rating action on Lazard was on November 6, 2013, when its
$500 million 2020 senior unsecured notes were rated Ba2.

Lazard reported net revenue of $1,984 million and net income of
$187 million for the year ended December 31, 2013.

The principal methodology used in this rating was Global
Securities Industry Methodology published in May 2013.


LION COPOLYMER: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Lion
Copolymer Holdings LLC, including a B2 Corporate Family Rating
("CFR") and a B2 rating to the company's proposed $300 million
senior secured term loan. Proceeds will be used to refinance
existing unrated credit facilities and pay transaction-related
fees and expenses. The rating outlook is stable.

"The rating balances expectations for solid cash flow generation
through the cycle with single site risk and reliance on a
commoditized industry with new capacity slated to come on stream
over the next few years," said Ben Nelson, Moody's Assistant Vice
President and lead analyst for Lion Copolymer Holdings LLC.

The actions:

Issuer: Lion Copolymer Holdings LLC;

Corporate Family Rating, Assigned B2;

Probability of Default Rating, Assigned B2-PD;

$300 million Senior Secured Term Loan B, Assigned B2 (LGD4 54%);

Outlook, Stable

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.

Ratings Rationale

The B2 CFR is constrained by operating risk, product
concentration, cyclical business characteristics, existence of
larger and vertically-integrated competitors, and uncertainty
related to announced capacity additions in the industry. Credit
metrics have exhibited significant volatility over the past
several years, but are strong for the rating category for the
twelve months ended March 31, 2014. The rating also benefits from
long-term customer relationships, reasonably strong market
positions, good liquidity, and structural competitive advantages
related to low-cost natural gas and petrochemical feedstocks
available in the Gulf Coast region.

Private equity sponsor Goradia Group acquired majority control of
the business in a carve-out deal from Chemtura in 2007. Lion
produces a value-added synthetic rubber, ethylene-propylene-diene-
monomer ("EPDM"), from a single manufacturing complex located in
Geismar, Louisiana. The facility has four production lines using
the Ziegler-Natta ("ZN") technology with total nameplate annual
production capacity of 290 million pounds. Operating rates have
averaged in the low 90% range over the past few years. Key inputs
include ethylene and propylene which are shipped primarily by
pipeline. ZN is an older technology that uses more natural gas
than the newer Metallocene technology, but management believes the
technology enables Lion to compete in more specialized
applications. Automotive components and roofing materials are the
company's most significant end markets at present.

Moody's is concerned that significant capacity additions could
weaken the supply/demand balance of the industry and weigh on
earnings over the next few years. Several competitors have
announced significant projects slated to come on stream by the end
of 2017. More recently, some competitors have announced that
certain projects have been delayed. Even in a scenario involving
moderate weakening in industry conditions, particularly in Asia,
Moody's expects Lion would remain reasonably-positioned on the
cost curve globally. The company's ZN technology will see only
modest cost disadvantages compared to Metallocene producers with
natural gas prices expected to remain low through the intermediate
term. Domestic pricing for ethylene is expected to remain
favorable as pricing will be at levels that will allow the export
of lower value commodities (e.g. polyethylene, PVC, etc.). These
conditions will benefit domestic EPDM producers over international
producers with the exception of the few located in the Middle
East.

The rating assumes that Lion will maintain relatively strong mid-
cycle credit metrics for the rating category and generate solid
free cash flow through the cycle. Moody's estimates initial
adjusted leverage near 4 times (Debt/EBITDA) and owing to low-cost
bank debt, interest coverage over 4 times (EBITDA/Interest).
EBITDA has ranged from less than $50 million to almost $200
million over the past five years (2009-2013), but the company has
been very cash generative with almost $400 million of free cash
flow excluding dividends. Fixed charges will be modest going
forward with cash interest and maintenance capital spending
requirements below $25 million. Even with some weakening in
leverage and coverage metrics expected, this should enable the
company to maintain strong cash flow metrics including retained
cash flow-to-debt exceeding 10% (RCF/Debt). The current rating
assumes that the company will maintain a prudent dividend policy
that leaves the company with enough liquidity to withstand a
cyclical downturn and maintain adjusted financial leverage below 6
times.

The stable rating outlook assumes that the company will generate
positive free cash flow and maintain a good liquidity position.
Moody's could downgrade the rating with expectations for trough-
cycle leverage in excess of 6 times, sustained negative free cash
flow, deterioration in liquidity, adverse structural shift in
natural gas or petrochemical feedstock pricing, or if it becomes
apparent that the supply/demand balance in the EPDM industry will
loosen meaningfully. An anticipated covenant breach would also
have negative rating implications. Moody's could consider an
upgrade if Lion's reduces absolute debt by at least $100 million
and builds up a substantial liquidity cushion to help offset the
operating risk associated with the single site profile.

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

Lion Copolymer Holdings LLC produces ethylene-propylene-diene-
monomer ("EPDM") used in a variety of end markets. Privately-owned
by Goradia Capital and headquartered in Baton Rouge, Louisiana,
the company generated revenues of $357 million for the twelve
months ended March 31, 2014.


LION COPOLYMER: S&P Assigns 'B+' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B+'
corporate credit rating to Lion Copolymer Holdings LLC (LCH).  The
outlook is stable.

At the same time, based on preliminary terms and conditions, S&P
assigned a rating of 'BB' (two notches above the corporate credit
rating) and a recovery rating of '1' to LCH's proposed $50 million
asset-based loan (ABL).  S&P also assigned a 'B+' issue rating
(the same as the corporate credit rating) and a recovery rating of
'3' to the proposed $300 million term loan.

S&P's 'B+' rating on LCH has been derived from its anchor of 'b+',
based on its assessments of the company's "weak" business risk and
"aggressive" financial risk profiles, as defined in S&P's
criteria.  The modifiers have no effect on the ratings.

The "weak" business risk profile reflects the company's position
as having the third-largest domestic capacity for the niche
chemical product EPDM (used in products such as door and window
seals for cars and houses), advantaged feedstock costs for LCH and
other domestic players relative to competitors in most other
countries, and high EBITDA margins, but also the company's
dependence on a single product, concentration of manufacturing in
a single location, and supplier and customer concentration.

"The stable outlook reflects our expectation for a weakening in
2014 EBITDA relative to 2013," said Standard & Poor's credit
analyst Paul Kurias.  However, S&P anticipates at least $65
million in 2014 EBITDA and a steady improvement in EBITDA beyond
2014, based on the company's plan to increase value addition in
its product range, focus on cost reduction, and the resumption of
raw material supply from a key raw material supplier following a
temporary disruption in 2013.  S&P do not anticipate any
significant increase in debt beyond the proposed borrowings.  In
addition, S&P assumes positive discretionary cash flow.  S&P's
expectation at the rating is for a total debt to EBITDA ratio of
between 4.5x and 5x.

S&P will lower ratings if EBITDA for 2014 is lower than $65
million and the ratio of total debt to EBITDA exceeds 5x, with no
immediate prospects for an improvement below 5x.  S&P could also
lower ratings if liquidity weakens for reasons including dividend
payments so that discretionary cash flow turns negative and S&P
expects no future improvement, or if sources of liquidity for 2014
and 2015 do not equal or exceed uses by 1.2x.

S&P currently do not envision raising the ratings within the next
12 months, given its expectations for weakening EBITDA in 2014
relative to the previous year.  Any upside scenario would
incorporate unexpected strength in EBITDA so that the ratio of
total debt to EBITDA improves to levels below 4x on a sustainable
basis.  In such a scenario S&P would expect management to support
credit metrics appropriate for a higher rating including a total
debt to EBITDA ratio below 4x.


LMI AEROSPACE: Moody's Rates New $90MM Revolver Debt 'Ba2'
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings, including the
B2 Corporate Family Rating and the B2-PD Probability of Default
rating of LMI Aerospace, Inc. ("LMI"). Concurrently, Moody's
assigned a Ba2 to the company's proposed $90 million senior
secured revolving credit facility due 2019 and assigned a B3 to
the new $250 million senior secured second lien notes due 2019.
Proceeds from the transaction will be used to refinance LMI's
existing indebtedness. Ratings on the existing $125 million
revolver due 2017 and the existing term loan due 2018 are expected
to be withdrawn upon completion of the transaction. The rating
outlook remains stable.

Assignments:

Issuer: LMI Aerospace, Inc.

Senior Secured Bank Credit Facility, Assigned Ba2

Senior Secured Bank Credit Facility, Assigned a range of LGD2,
13 %

Senior Secured Second Lien Notes, Assigned B3

Senior Secured Second Lien Notes, Assigned a range of LGD4, 67 %

Outlook Actions:

Issuer: LMI Aerospace, Inc.

Outlook, Remains Stable

Affirmations:

Issuer: LMI Aerospace, Inc.

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed B2

Ratings Rationale

The Corporate Family Rating of B2 reflects LMI's high degree of
financial leverage and on-going integration and execution
challenges associated with the Valent aerostructures business.
Moody's estimates debt to EBITDA modestly above 6.0x times as of
December 2013 with potential for gradual improvement in leverage
and cash flow metrics during 2014 driven by cost saving
initiatives, collection of milestone payments, and reduced capital
expenditures. LMI's operating results during 2013 were
considerably below expectations as a result of lower than expected
performance on several of Valent's long-term contracts (737 and
787) coupled with weakness in LMI's legacy engineering business
with engineering revenues declining approximately 20% in FY 2013
(and by a comparable amount in Q1 '14) primarily due to the near
maturation of several design programs. Moody's expects that the
new management team's focus on accelerating the integration of the
aerostructures business while implementing a targeted cost savings
program (projected at approximately $10 million) will result in a
stabilization and gradual improvement in LMI's operating results
over the next few quarters.

The ratings favorably reflect LMI's long-term agreements and sole
source supplier status for many of its platforms which provide
revenue and earnings visibility as well as the growth
opportunities stemming from Boeing and Airbus's historically high
production backlog.

The stable rating outlook reflects the transaction closing as
proposed as well as expectations of a stabilizing and gradually
improving operating performance accompanied by expectations of a
meaningful improvement in cash flow generation over the next few
quarters. The stable outlook also incorporates expectations that
LMI will benefit from growing production rates by aircraft
manufacturers, particularly Boeing, Gulfstream and Bombardier.

The Speculative Grade Liquidity rating of SGL-3, denoting an
adequate profile, has been affirmed. Free cash flow which was
negative in 2013 (outflow of $32 million) is expected to improve
over the coming quarters driven by payments for design and tooling
programs, reductions in inventory, and reduced capital
expenditures. For fiscal 2014, free cash flow as a percentage of
debt is expected to range from the low-to-high single digits. The
new $90 million revolver is anticipated to have a maximum total
net first lien leverage covenant of 2.50x which should provide a
comfortable cushion with regard to covenant compliance at close of
the transaction. The liquidity profile is also supported by an
absence of near-term maturity obligations. Substantially all of
the company's domestic material assets are pledged to its secured
lenders.

Ratings could be downgraded if debt/EBITDA were to remain at or
above 6x times, if free cash flow were to remain negative during
FY 2014, if there were continued declines in the engineering
segment, or with a weakening of LMI's liquidity profile.

Ratings could be upgraded with the expectation of debt/EBITDA
closer to 4x, free cash flow to debt in the double digit
percentage range, and a good liquidity profile. An expectation of
continuity and appropriate breadth within the management team, in
light of the company's enlarged size since the Valent acquisition,
would accompany an upgrade.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry published in April 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

LMI Aerospace, Inc., headquartered in St. Charles, Mo., is a
supplier of structural assemblies, kits, and components and a
provider of design engineering services to aerospace and defense
markets. On December 28, 2012, LMI completed the acquisition of
Valent Aerostructures, LLC (Valent) for roughly $246 million,
including assumed debt. LMI's revenues for the twelve months ended
March 31, 2014 were $402 million.


LMI AEROSPACE: S&P Assigns 'BB-' Rating to New $90MM Revolver Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to LMI Aerospace Inc.'s proposed
$90 million first-lien revolving credit facility due 2019.  The
'1' recovery rating indicates S&P's expectation for very high
recovery (90%-100%) in a payment default scenario.

S&P also assigned its 'B' issue-level rating and '4' recovery
rating to the company's proposed $250 million second-lien notes
due 2019.  The '4' recovery rating indicates S&P's expectation for
average recovery (30%-50%) in a payment default scenario.  The
company plans to use the proceeds from the new notes to redeem its
existing 2018 term loan and outstanding revolver borrowings.  The
transaction will be leverage neutral.  The proposed transaction
will improve liquidity by pushing out maturities, but does not
change S&P's "adequate" liquidity assessment.  The revolver will
be subject to a first-lien leverage ratio of 2.5x.

S&P's rating on LMI reflects the company's position as a Tier 2
aerostructures supplier to the cyclical and competitive commercial
aerospace and business jet markets, some customer concentration,
and recent operational challenges.  S&P views the company's
business risk profile as "weak" and its financial risk profile as
"highly leveraged," based on its criteria.

RECOVERY ANALYSIS

S&P completed a recovery analysis and has assigned recovery
ratings of '1' and '4' on LMI Aerospace Inc.'s new $90 million ABL
revolver and $250 million senior secured second-lien notes,
respectively.  Pro forma for the refinancing transaction, the
company's capital structure will comprise primarily the ABL
revolver and senior secured second-lien notes.  The company also
has capital leases and several notes payable related to the
financing of a corporate aircraft, a building, and office
furnishings, which are all considered priority debt for the
purposes of our analysis.

Standard & Poor's simulated default scenario assumes a default
year in 2017, reflecting low or negative cash flows for an
extended period because of cost overruns on new projects,
unexpected fluctuations in raw material prices, further delays
affecting demand for LMI's products and services, as well as the
inability to achieve the projected synergies associated with the
Valent acquisition.  This would weaken margins and significantly
increase working capital requirements, further straining the
company's liquidity position and leading to a payment default.

S&P believes that if the company were to default, it would
continue to have a viable business because of its long-term supply
agreements with major original equipment manufacturers and Tier 1
suppliers.  Furthermore, S&P believes its debtholders would
achieve a higher recovery value through reorganization rather than
liquidation of the business.

Other key default assumptions include LIBOR of 225 basis point
(bps); the ABL revolver is approximately 70% drawn at default
based on current borrowing base availability levels; a 125 bps
increase in the costs of borrowing on the revolver due to credit
deterioration; and all debt has six months of interest outstanding
at the point of default.

Simulated default and valuation assumptions

   -- Simulated year of default: 2017
   -- EBITDA at emergence: $40 million
   -- EBITDA multiple: 5.0x

Simplified waterfall

   -- Net enterprise value (after administrative costs): $190
      million
   -- Valuation split (obligors/non-obligors): 100%/0%
   -- Priority claims: $32 million
   -- Collateral value available to secured creditors: $158
      million
   -- Secured first-lien debt: $65 million
   -- Recovery expectations: 90%-100%
   -- Secured second-lien debt: $259 million
   -- Recovery expectations: 30%-50%

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

RATINGS LIST

LMI Aerospace Inc.
Corporate credit rating                  B/Stable/--

New Ratings
LMI Aerospace Inc.
Senior secured
  $90 mil. 1st lien revolver due 2019     BB-
    Recovery rating                       1
  $250 mil. 2nd lien notes due 2019       B
    Recovery rating                       4


LPATH INC: Presented at ASCO Meeting in Chicago
-----------------------------------------------
Lpath, Inc., will present a Trial-in-Progress poster at the
American Society of Clinical Oncology (ASCO) meeting in Chicago.
The poster, "A Multi-Center, Open Label, Single-Arm, Phase 2 Study
of the S1P Inhibitor Sonepcizumab (ASONEP) in Patients with
Previously Treated Metastatic Renal Cell Carcinoma (mRCC)," was
presented on June 2, 2014, between 1:15 p.m. and 5:00 p.m. CDT in
the genitourinary (non-prostate) cancer session.  The primary
author is Rupal Bhatt, M.D., Ph.D. from Beth Israel Deaconess
Medical Center in Boston.

The ongoing proof-of-concept Phase 2 trial follows the successful
completion of the ASONEPTM Phase 1 safety study, conducted in
subjects with solid tumors, which showed that ASONEP was well
tolerated across all doses, including the highest dose of 24
mg/kg.

ASONEP is a humanized antibody that binds to and neutralizes
sphingosine-1-phosphate (S1P).  S1P is a bioactive lipid that has
been shown to contribute to progression of several cancer types.
Many scientific publications have concluded that S1P is a
tumorigenic and angiogenic bioactive lipid that cancer cells use
to escape therapy.  In collaboration with Dr. Bhatt, Lpath
demonstrated that levels of S1P are upregulated in blood of
subjects with mRCC.  Moreover, Dr. Bhatt demonstrated efficacy of
Lpath's anti-S1P antibodies in mice with human RCC tumors after
they failed treatment with Sutent, a market-leading anti-VEGF
agent.

The Phase 1 and Phase 2a clinical trials of ASONEP are partially
funded by a $3.0 million grant from the National Cancer Institute
(NCI) under its Small Business Innovation Research (SBIR) Program.

Lpath also held an investor-update webcast and conference call on
Wednesday, June 4, 2014.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.

The Company's balance sheet at March 31, 2014, showed $21.63
million in total assets, $6.25 million in total liabilities and
$15.37 million in total stockholders' equity.


MERCURY COMPANIES: Comerica Entitled to $168,511 in Fees
--------------------------------------------------------
Comerica Bank filed a motion for award of attorneys' fees and
expenses seeking $168,511.83 for legal services in obtaining the
dismissal of a civil action launched by Mercury Copanies Inc.
Mercury acknowledges an entitlement to an award under the terms of
the parties' Credit Agreement but argues that Comerica cannot now
recover it because it failed to file a contingent claim in the
bankruptcy proceeding and the debt is thus discharged.

Senior District Judge Richard P. Matsch rejects Mercury's
argument, noting that Mercury voluntarily pursued the action after
confirmation of its Chapter 11 Plan which failed to preserve the
claims asserted.  This, then, creates a post petition debt
incurred by Mercury.

Mercury also challenges the reasonableness of the fees, arguing
that much of the work done by counsel was not necessary because of
the briefing done in the related case, Mer, LLC v. Comerica Bank,
12-cv-02116-RPM.  That case was dismissed without consideration of
the merits of the claims made.  In this case, according to Judge
Matsch, those merits were considered in addition to the
determination that the claims had not been retained.

The 40-page complaint contained detailed factual allegations to
support claims for breach of contract and implied covenant of good
faith and fair dealing, requiring extensive briefing. The damages
sought were $15 million and the briefing of the legal issues was
extensive.

Judge Matsch also held: "The award of fees in this case is
pursuant to a contract. This differs from requests made under a
fee-shifting statute. The defendant is entitled to recover what it
actually paid for legal services so long as the amounts paid are
reasonable. This does not require a lodestar analysis. Upon
consideration of the affidavits and billing information provided,
this Court finds and concludes that the amount requested,
$168,511.83, is reasonable.

"Comerica also seeks payment for services not yet billed in filing
its motion for reconsideration of this Court's order deferring
determination of the fee request pending appeal. That request was
made because of the defendant's concern that it may not recover
its fees because Mercury's assets will be distributed pursuant to
the Chapter 11 liquidating plan before the appeal is determined.
That request is denied. These services are much like efforts to
collect on a judgment and do not come within the terms of the
Credit Agreement."

The case is, MERCURY COMPANIES, INC., Plaintiff, v. COMERICA BANK,
Defendant, CIVIL ACTION NO. 13-CV-01921-RPM (D. Colo.).  A copy of
the Court's June 2, 2014 Order is available at http://is.gd/Xe8i4a
from Leagle.com.

Mercury Companies, Inc., is represented by:

     Bruce E. Rohde, Esq.
     EASONROHDE, LLC
     1129 Cherokee Street
     Denver, CO 80204
     Tel: 303-381-3404
     Fax: 303-381-3401

Comerica Bank is represented by:

     Julian William Mack, Esq.
     Peter Gerard Bertrand, Esq.
     BUCHALTER NEMER
     55 Second Street, Suite 1700
     San Francisco, CA 94105-3493
     Tel: (415) 227-0900
     E-mail: pmack@buchalter.com
             pbertrand@buchalter.com

          - and -

     Duncan Eugene Barber, Esq.
     BIEGING, SHAPIRO & BARBER, LLP
     4582 South Ulster Street Parkway, Suite 1650
     Denver, CO 80237
     Tel: 720-488-0220

                   About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq., served as the Debtors' bankruptcy
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, served as the
official committee of unsecured creditors' counsel.

Mercury Companies disclosed $21.8 million in assets and
$63.6 million in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended, on Dec. 13, 2010, after objections by the Texas
Comptroller of Public Accounts and the former employee creditors
were withdrawn.  Under the Plan, Mercury would set $25 million
cash aside in a fund for distribution to general unsecured
creditors.  Mercury estimated that at the conclusion of the claims
resolution process the total allowed general unsecured claims
would be $35 million.  The initial $25 million must be sufficient
to pay unsecured creditors roughly 70% of their claims (although
it will not be paid all at once because of the need to reserve for
disputed claims).  Mercury's remaining activities would generate
more cash so that eventually creditors must receive greater
distributions.


METRO-GOLDWYN-MAYER: Moody's Assigns 'Ba2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Metro-Goldwyn-Mayer Inc.
("MGM") a Ba2 Corporate Family rating ("CFR") and a Ba2-PD
Probability of Default rating. Moody's also assigned a Ba3 rating
to the company's proposed $200 million second lien senior secured
term loan. Proceeds from the term loan will be used by MGM for
general corporate purposes. The rating outlook is stable. The
assigned ratings are subject to review of final documentation and
successful close of the transaction.

Below is a summary of the rating actions:

Assigned:

Issuer: Metro-Goldwyn-Mayer Inc.

Corporate Family Rating: Assigned Ba2

Probability of Default Rating: Assigned Ba2-PD

$200 million Second Lien Senior Secured Term Loan: Assigned Ba3,
LGD5 - 78%

Outlook Actions:

Issuer: Metro-Goldwyn-Mayer Inc.

Outlook is Stable

Ratings Rationale

MGM's Ba2 CFR reflects the strong asset value of the company's
deep library consisting of approximately 4000 feature films and
10,500 episodes of television programming. In Moody's opinion, the
company's rich and extensive vault of legendary films and
television programming distinguishes it from other independent
film studios who are solely reliant on the feature film business
for revenues and cash flows. MGM's vast collection of intellectual
property allows it flexibility to leverage and monetize content
across multiple global distribution platforms and generate profit-
producing streams of revenue, in addition to the company's film
business. The rating also reflects risks associated with the new
film production business, resulting from uncertainty surrounding
theatrical performances of films and substantial upfront costs
involved in producing, marketing and distributing films. This risk
is partially mitigated by MGM's strategic co-production agreements
which spread the risk among a larger film slate and strong
expected near term cash flow from proven film brands like James
Bond and The Hobbit over the next two to three years. Moody's
recognizes steps taken by MGM's now proven management team in
turning around the library's historical declining revenue trends
by executing new content licensing deals and rejuvenating the
company's feature film and television series pipeline with great
focus on expense discipline. MGM's ratings are supported by
Moody's expectation that on average, debt-to-EBITDA leverage
(incorporating Moody's standard adjustments) will float under 1.0x
and liquidity will remain strong through business investment
cycles. Moody's standard adjustments for MGM include capitalized
operating leases, under-funded pension obligations and an
adjustment for multi employer pension plan to record plan
contribution as debt. These adjustments together add about $110
million to total outstanding debt. Moody's remains cautious about
volatility inherent in the motion picture industry and notes that
expectation of modest leverage levels in the 1.0x or lower range
is key to the Ba2 rating, given the potential for steep
deterioration in profitability and cash flows from lackluster
theatrical performances of feature films.

The stable outlook reflects Moody's expectation that MGM will
generate meaningful cash flows from its large film and television
library, sequels to proven franchises and its ancillary
businesses. Moody's  views are balanced by long-term risks
associated with the need to make significant higher risk
investments in new film productions that are not sequel based,
which along with film and television rights acquisitions should
help to keep the library content fresh. The outlook also reflects
Moody's  assumption that MGM will manage acquisitions, investments
and share buybacks within parameters outlined for the Ba2 rating.

As the company's credit metrics are extremely strong and leave
little room for further improvement, the Ba2 CFR is heavily
constrained from upward potential unless it achieves greater scale
and reduces its dependence on the film and TV production business.
In Moody's  view, new production lacks predictability of the
economic success unless it is a sequel to a successful franchise.
New films often fail to recoup significant costs when they fail to
achieve box office success. Significant growth in revenues and
profits, diversification and contractual revenue streams that
further reduce volatility in operating metrics will be important
factors when considering a rating upgrade.

A rating downgrade could occur if the company's liquidity position
becomes pressured and revenue and EBITDA generation is
significantly below expectations resulting in leverage being
sustained above 2.5x. Ratings pressure could also be prompted by a
radical shift towards more aggressive financial policies or new
unproven management team.

Metro-Goldwyn-Mayer Inc., based in Beverly Hills, California,
produces and distributes motion pictures, television programming,
home videos, interactive media, music, and licensed merchandise.
It owns a library of films and television programs and holds
ownership interests in domestic and international television
channels. Revenue for LTM 3/31/2014 were approximately $1.4
billion.

Metro-Goldwyn-Mayer Inc.'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
Metro-Goldwyn-Mayer Inc.'s core industry and believes Metro-
Goldwyn-Mayer Inc.'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.


METRO-GOLDWYN-MAYER: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue level rating to Metro-Goldwyn-Mayer Inc.'s (MGM) proposed
$200 million second lien term loan due 2019.  The recovery rating
on this debt is '2', indicating S&P's expectation of substantial
(70%-90%) recovery in the event of a default.  S&P expects the use
of proceeds to be for general corporate purposes.

At the same time, S&P affirmed its 'B+' corporate credit rating on
the company.

The 'B+' corporate credit rating reflects MGM's "weak" business
risk profile and "significant" financial risk profile.  A negative
comparable rating analysis modifier has a one-notch impact on the
corporate credit rating, reflecting the high level of volatility
in the film business and uncertainty regarding the long-term
financial policy of MGM.

The positive outlook reflects S&P's view that the ratio of
discretionary cash flow to debt will remain above 20% through
2015, based on the relative dependability the "James Bond" and
"Hobbit" films offer through 2016.  S&P expects quarterly earnings
and cash flow to still fluctuate widely, depending on the timing
and success of new releases.


MI PUEBLO: Exits Chapter 11; Appoints Javier Ramirez as New CEO
---------------------------------------------------------------
Mi Pueblo Foods, the San Jose-based family-grown Hispanic grocery
chain, on June 4 announced its formal emergence from Chapter 11
reorganization after having completed a necessary financial
restructuring.  As part of this announcement, the company also
shared new leadership changes with Javier Ramirez being appointed
to the position of President and CEO.  Mr. Ramirez will succeed
Mi Pueblo founder Juvenal Chavez, who will be named Chairman of
the Board.

Mr. Ramirez is a seasoned CEO in the Hispanic food and grocery
sector, with a proven track record of leading operational
improvement strategies, developing strategic expansion
initiatives, and accelerating growth in profitability.  With
nearly 20 years of experience, he will lead Mi Pueblo as it
repositions its business and renews its commitment to the local
Hispanic community.

"We have been a part of our communities since 1991, and thanks to
the loyalty and support of our colaboradores, vendors and
customers during this difficult period, we can say that
[Wednes]day marks the beginning of a bright, new chapter for Mi
Pueblo," said Javier Ramirez, Mi Pueblo's new CEO.  "The road
ahead will not be easy and we know that there is much work to be
done, but we have already started to implement aggressive
initiatives designed to reposition Mi Pueblo as a profitable
entity and as a strong contributor to our local Hispanic
communities.  We are confidently looking forward to this new stage
in the company's history and I personally am honored to join and
support Mi Pueblo's incredible team of professionals."

As part of Mr. Ramirez's post-Bankruptcy plan, he will be focusing
his efforts towards enhancing the company's authentic Hispanic
product offering, improving customer service levels within Mi
Pueblo's stores and ensuring Mi Pueblo's products are sold at fair
and competitive prices in the marketplace.

"We also plan to share in our future successes by reinvesting in
the communities we are fortunate enough to serve," continued
Mr. Ramirez.  "In the near future, we will be introducing several
new employee benefit programs for our colaboradores as well as
several new initiatives focused on supporting our local
communities."

Since filing for Chapter 11 in July 2013, Mi Pueblo has sustained
its business operations in Northern California by continuing to
provide the community with authentic Hispanic grocery products,
fresh produce and high-quality meats.  The company has worked
closely with its vendors and creditors during this time to reach
mutually-beneficial agreements that will best position Mi Pueblo
for a successful reorganization.

Mi Pueblo also received $56 million in financing from Chicago-
based investment firm Victory Park Capital (VPC) as part of the
financial restructuring.  With deep experience investing in the
consumer and retail sectors, as well as companies that serve the
Hispanic marketplace, VPC will provide Mi Pueblo with the
financial strength and strategic guidance required to rapidly
improve its operations and navigate the competitive grocery
landscape.

                     About Mi Pueblo San Jose

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

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

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

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

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

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


MICHAEL FOODS: S&P Withdraws 'B' CCR After Acquisition by Post
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Minnetonka, Minn.-based Michael Foods Group Inc.  This includes
the 'B' corporate credit rating, the 'B+' issue-level rating and
'2' recovery rating on the company's senior secured credit
facilities, and the 'CCC+' issue-level rating and '6' recovery
rating on the company's senior unsecured debt.  The withdrawal
follows the completion of Post Holdings Inc.'s (B/Stable/--)
acquisition of Michael Foods effective June 2, 2014, and the
redemption of Michael Foods' outstanding debt.


MIPL HOLDINGS: S&P Raises ICR to 'BB+' on Improved Debt Leverage
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
issuer credit rating on U.K.-based asset manager MIPL Holdings
Ltd. (Mondrian) to 'BB+' from 'BB'.  The outlook is stable.

"The upgrade reflects substantial improvement to Mondrian's debt
leverage and interest coverage ratios due to disciplined debt
repayments, as well as our expectation that these metrics will
continue to improve," said Standard & Poor's credit analyst Daniel
Koelsch.

For the full year 2014, S&P forecasts Mondrian's interest coverage
ratio to be around 24x and year-end debt to EBITDA to be
approximately 1x, levels S&P believes comfortably support its
'BB+' rating.  Even in a stressed case (assets under management
[AUM] decrease by 25%, reduced fees and EBITDA margins), S&P do
not expect EBITDA/interest coverage and debt/EBITDA to be worse
than 13x and 1.8x, respectively.

Excess earnings provided, S&P believes that Mondrian will continue
to reduce its debt at a steady pace through voluntary repayments.
S&P also anticipates that the company will continue to make
distributions to retired partners or pensioners, but only after
accounting for the above-noted debt repayment activities and out
of excess earnings.  In other words, S&P do not expect that
Mondrian will slow down its pace of voluntary debt repayment to
prioritize significant equity distributions.

S&P's issuer credit rating reflects its opinion that the company's
weaknesses from a small and concentrated business risk profile are
increasingly balanced against an improving financial risk profile
marked by rapidly improving debt leverage and interest coverage
metrics spurred by disciplined debt reduction.

The rating recognizes Mondrian's concentration of customers in the
U.S. tax-exempt area, its dependence on revenues from equity-based
AUM, and its limited distribution capability and market position.
Disappointing asset flows coupled with performance challenges in
its one- and three-year investment returns further detract from
the ratings.

The rating benefits from Mondrian's long track record of adhering
to a well-defined, clear business model and investment style.
This has resulted in stable, multiyear customer relationships and
a good long-term performance record, especially on a risk-adjusted
basis.  These strengths have translated into its ability to
generate a good and relatively predictable stream of cash flows, a
meaningful portion of which the company has consistently used to
repay debt.

The stable outlook reflects S&P's expectation that Mondrian will
maintain or increase current fee-paying AUM and, by extension,
will sustain its profitability levels and strong credit metrics.

Although not expected during at least the next 12 to 18 months,
S&P could raise its rating if Mondrian's one- and three-year
performance show clear improvements, combined with a return to net
positive asset flows on a sustained basis measured over several
quarters and annually.  Those conditions should be met with
continued improvements of interest and debt coverage beyond
current levels (which we expect to improve to 24x and 1x,
respectively, by the end of 2014).

The rating could come under pressure if variable expense
flexibility were insufficient to buffer revenue declines and, as a
result, interest coverage and debt leverage ratios weaken to below
13x and above 1.8x, respectively.  In addition, S&P would also
consider lowering the rating if substantial equity distributions
were to be put ahead of debt servicing activities or if these
distributions were funded through additional leverage.


MMODAL: Proposes July 15 Plan Confirmation Hearing
--------------------------------------------------
Legend Parent, Inc., et al., are asking the Bankruptcy Court to
set July 15, 2014, as hearing date to confirm their First Amended
Joint Chapter 11 Plan of Reorganization, and July 3, 2014, as
deadline for creditors to file objections.

According to the First Amended Disclosure Statement, the overall
purpose of the amended plan is to restructure their estates in a
manner designed to efficiently maximize recovery to stakeholders.
The Debtors have sought to achieve this purpose through a debt for
equity restructuring of their balance sheet.

Under the Amended Plan, the Debtors separate the various claims
into seven separate classes and classify the interests into two
classes:

                                                Projected
        Class     Designation                    Recovery
        -----     -----------                    --------
          1       Priority Claims                   100%
          2       First Lien Claims              72% to 90%
          3       Other Secured Claims              100%
          4       General Unsecured Claims        1% to 8%
          5       Subordinated Claims               0%
          6       Convenience Class Claims          0%
          7       Intercompany Claims               0%
          8       Intercompany Interests            0%
          9       Holding Equity Interests          0%

On of the effective date, the distributions provided for under the
Amended Plan will be effectuated pursuant to these transactions:

   1) All holdings equity interests will be cancelled, and,
      subject to Section 5.1(b) of the Plan, Reorganized Holdings
      will issue (i) 93% of the reorganized holdings equity
      interests pro rata to the holders of allowed first
      lien claims and (ii) 7% of the reorganized holdings equity
      interests pro rata to the holders of allowed General
      unsecured claims, subject in each case to dilution
      by the new warrants and reorganized holdings equity
      interests issued pursuant to the management stock option
      plan;

   2) Reorganized holdings will issue to the holders of the
      allowed general unsecured claims the new warrants in
      accordance with the terms and conditions of the new
      warrant agreements;

   3) Each certificate representing share(s) of reorganized
      holdings equity interests will bear a legend indicating that
      the reorganized holdings equity interests are subject to the
      terms and conditions of the new corporate governance
      documents and the shareholders' agreement, as applicable;

   4) Subject to Section 5.1(b) of the Plan, (i) reorganized
      holdings will continue to own, directly or indirectly, the
      interests in its remaining subsidiaries, and (ii)
      except as otherwise provided in the plan, the property of
      each debtor's estate will vest in the applicable reorganized
      debtor free and clear of all liens, claims, encumbrances and
      interests;

   5) Reorganized Debtors will incur the new term loan
      obligations, including the funding of the new exit facility;
      and

   6) The releases, exculpations and injunctions provided for in
      the Plan, which are an essential element of Debtors'
      restructuring transactions, will become effective.

A full-text copy of the Amended Chapter 11 Plan is available for
free at http://is.gd/S71luD

A full-text copy of the Amended Disclosure Statement is available
for free at http://is.gd/WF73nc

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.  MModal Inc., disclosed, in
its schedules, assets of $36,128,041 plus undetermined amount, and
liabilities of $808,089,536 plus undetermined amount.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

The Joint Plan of Reorganization dated April 25, 2014, provides
that First Lien Claims will be allowed in the aggregate amount of
$507,680,532.  On the effective date, holders of First Lien Claim
will also receive their pro rata share of (i) the New Term Loan,
(ii) 93% of Reorganized Holdings Equity Interests, subject to
dilution solely on account of the New Warrants and Management
Stock Option Plan; and (iii) $8,197,801 in Cash.

Holders of Allowed General Unsecured Claims will receive their pro
rata share of (i) 7% of the Reorganized Holdings Equity Interests;
(ii) the New A Warrants and New B Warrants; and (iii) $617,039 in
Cash.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

The U.S. Trustee for Region 2 has appointed three members to the
Official Committee of Unsecured Creditors.  Kristopher M. Hansen,
Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at
STROOCK & STROOCK & LAVAN LLP, in New York, serve as counsel to
the Committee.  Michael Diaz of FTI Consulting leads the team of
financial advisors to the Creditors' Committee.


MOONLIGHT APARTMENTS: Receiver Wants Management Agreement Approved
------------------------------------------------------------------
Carl R. Clark of Lentz Clark Deines PA, as receiver for Moonlight
Apartments, LLC, asks the Bankruptcy Court to approve an apartment
management agreement with GreyStar.

GreyStar serves as a management company for the multi-family
residential real property located in Gardner, Kansas.

The receiver and GreyStar desire to operate under an apartment
management agreement in order to establish the duties of the
receiver and Greystar with respect to management of the property.

The agreement provides that the manager will hire all personnel
necessary to fulfill its obligations.  The owner may review and
approve a schedule of personnel required to reasonably operate the
project from time to time as requested by the owner.

The owner will pay the manager these fees:

   1. a management fee equal to the greater of 3.25 percent of
      the gross collections of $5,500 per month;

   2. reimbursement of all operating expenses and direct costs
      associates with the operation of the project; and

   3. a service fee to complete any significant or material
      services and reports that are not specifically outlines,
      if the owner request such services or reports, the amount
      of which will be agreed upon by the owner and manager at
      the time such request is made.

A copy of the agreement is available for free at:

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

The receiver is represented by:

         Carl R. Clark, Esq.
         LENTZ CLARK DEINES PA
         9260 Glenwood
         Overland Park, KS 66212
         Tel: (913) 648-0600
         Fax: (913) 648-0664
         E-mail: cclark@lcdlaw.com

                About Moonlight Apartments, LLC

Moonlight Apartments, LLC, owner of multi-family residential real
property located in Gardner, Kansas, filed a Chapter 11 bankruptcy
petition (Bankr. D. Kansas Case No. 14-20172) in Kansas City on
Jan. 28, 2014.  The Overland Park, Kansas-based company disclosed
$28,631,756 in assets and $26,125,713 in liabilities as of the
Chapter 11 filing.

The Debtor is represented by attorneys at Jochens Law Office,
Inc., in Kansas City.

No committee of creditors or equity security holders has been
appointed in this case.


MURRAY ENERGY: S&P Assigns 'B-' Rating to $400MM Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue-level rating and '5' recovery rating to U.S.-based coal
miner Murray Energy Corp.'s $400 million 9.5% second-lien secured
notes due 2020.  The '5' recovery rating indicates S&P's
expectation for modest (10% to 30%) recovery in the event of a
payment default.

At the same time, S&P withdrew its 'B-' issue-level rating and '5'
recovery rating on the $400 million second-lien term loan due
2020, which was refinanced by the second-lien notes.  S&P's 'BB-'
issue-level rating and '1' recovery rating on the company's $1.02
billion term loan and its 'B-' issue-level rating and '5' recovery
rating on its $350 million 8.65% second-lien notes remain
unchanged.

S&P's 'B' corporate credit rating and stable rating outlook on
Murray Energy are unchanged.  S&P assess the business risk profile
as "weak" and financial risk profile as "highly leveraged."  The
stable outlook reflects S&P's view that the company will continue
to successfully integrate the coal assets recently acquired from
Consol Energy Inc.  The refinanced $400 million term loan was
issued in November as part of a financing package for that
acquisition.

Ratings List

Murray Energy Corp.
Corporate Credit Rating                          B/Stable/--

New Rating
Murray Energy Corp.
$400 mil 9.5% 2nd-lien secd nts due 2020         B-
  Recovery Rating                                 5

Ratings Withdrawn
                                                  To         From
Murray Energy Corp.
  $400 mil 2nd-lien term loan due 2020            NR          B-
   Recovery Rating                                NR          5


NEW CENTURY FABRICATORS: Sent to Ch. 11; Receiver Balks
-------------------------------------------------------
New Century Fabricators, Inc., was sent to Chapter 11 bankruptcy
through a bankruptcy petition filed by James C. Castille, the
company's president.

Robert Schleizer, temporary receiver of New Century Fabricators,
however, has quickly filed an emergency motion to dismiss the
Chapter 11 case.

The Receiver points out that on May 22, 2014, the 15th Judicial
District for the Parish of Lafayette, State of Louisiana entered
the Order Granting Ex Parte Appointment of a temporary Receiver;
and Ex Parte Injunction Against Corporation, Directors, Officers
Agents and Shareholders.  Pursuant to the receivership order, the
State Court, among other things:

   1. Appointed Mr. Robert Schleizer of BlackBriar Advisors, LLC
as Temporary Receiver; and

   2. Enjoined James and Brennan Castille from disposing of
property belonging to New Century and changing New Century's
affairs to the injury of FCC, LLC d/b/a First Capital.

With full knowledge of the injunction against him, James Castille,
caused a Chapter 11 petition to be filed ostensibly on behalf of
New Century.  Along with the petition, James Castille also filed
"corporate resolution."  Despite James Castille?s representations
that he was authorized to file the petition, James Castille
neglected to mention or make note of the Receivership Order, the
Receiver tells the Bankruptcy Court.

According to the Receiver, under Louisiana law, James Castille
lacked authority to file the petition.  Louisiana law posits that
the appointment of a receiver divests a juridical entities assets
and affairs from its principals.

The Receiver is represented by:

         STEWART ROBBINS & BROWN, LLC
         P. Douglas Stewart, Jr., Esq.
         Brandon A. Brown, Esq.
         Ryan J. Richmond, Esq.
         620 Florida Street, Suite 100
         Baton Rouge, LA 70801-1741
         Telephone: (225) 231-9998
         Facsimile: (225) 709-9467
         E-mail: dstewart@stewartrobbins.com
                 bbrown@stewartrobbins.com
                 rrichmond@stewartrobbins.com

                   About New Century Fabricators

New Century Fabricators, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. La. Case No. 14-50652) in Lafayette,
Louisiana, on May 30, 2014.

Judge Robert Summerhays is assigned to the bankruptcy case.

David Patrick Keating, Esq., at The Keating Firm, APLC, in
Lafayette, LA, serves as counsel to the Debtor.

The Debtor estimated $10 million to $50 million in assets and
debt.  According to the docket, the schedules of assets and
liabilities and statement of financial affairs are due June 13,
2014.


NEW HAMPSTEAD: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Hampstead Developers, LLC
        2702 Whatley Avenue, Ste. A-1
        Savannah, GA 31404

Case No.: 14-40853

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 2, 2014

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Judge: Hon. Lamar W. Davis Jr.

Debtor's Counsel: Erin A Lerner, Esq.
                  THE SPEARS AND ROBL LAW FIRM LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: 404-371-4537
                  Fax: 404-373-5199
                  Email: ealerner@tsrlaw.com

Total Assets: $0

Total Liabilities: $2.82 million

The petition was signed by Jack Wardlaw, manager.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb14-40853.pdf


NEW LIFE INTERNATIONAL: Disclosure Statement Hearing on June 17
---------------------------------------------------------------
The hearing to consider approval of the disclosure statement
accompanying New Life International's Chapter 11 Plan of
Reorganization is set for June 17, 2014 at 9:00 a.m. at Courtroom
1 2nd Floor Customs House 701 Broadway, Nashville, TN 37203.

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors consisting of Robert T. Abbotts, Dorothy F.
Mack, James D. Rice, Richard M. Taylor, and Sharon L. Upton-Rice.
Bradley, Arant, Boult, Cumming LLP serves as counsel to the
Committee.


NEXT 1 INTERACTIVE: President and Chief Operating Officer Quits
---------------------------------------------------------------
Deborah Linden resigned from her position as president and chief
operating officer of Next 1 Interactive, Inc., effective May 30,
2014.  Ms. Linden remains as a member of the Board of Directors of
the Company.

                      About Next 1 Interactive

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

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

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

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

                         Bankruptcy Warning

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


NOVA CHEMICALS: Fitch Affirms 'BB+' IDR; Outlook Revised to Pos.
----------------------------------------------------------------
Fitch Ratings has affirmed NOVA Chemicals Corporation's (NOVA)
Issuer Default Rating (IDR), senior unsecured credit facility and
senior unsecured notes at 'BB+' and the company's secured credit
facility at 'BBB-'.  The Rating Outlook is revised to Positive
from Stable.  This rating action affects $861 million of debt as
of March 31, 2014.  A full list of ratings is provided at the end
of this release.

KEY RATING DRIVERS

The ratings reflect NOVA's position as a low cost ethylene
producer.  NOVA benefits from low cost feedstock at both its
Joffre, Alberta and Corunna, Ontario sites after converting the
Corunna cracker to accept light feedstock.  The company is also
sourcing ethane directly from the Williston (for Joffre) and
Marcellus (for Corunna) basins.  EBITDA margins have increased to
above 20% after being below 10% in 2009.

Fitch believes NOVA's financial management is conservative. NOVA
has reduced its debt balances since it was acquired by IPIC PJSC
('AA'/Stable Outlook) in 2009.  Debt declined from $1.8 billion at
the end of 2009 to $861 million for the period ended March 31,
2014.  Leverage is strong as well, measuring 0.7x on a total debt
to operating EBITDA basis at March 31, 2014.  While distributions
to IPIC and capital expenditures have been growing, NOVA has
produced meaningful FCF (cash from operations less capital
expenditures and dividends).

The company is in the midst of executing its NOVA 2020 plan.  NOVA
is close to completing its transition of the Corunna cracker to
all light feedstock and is in the process of building another
polyethylene reactor at Joffre which is expected to be completed
in mid-2016.  Capital spending will peak in 2014 and 2015 for
these projects, but additional borrowings are likely not necessary
given strong cash generation and large cash balances.

The ratings are limited by the company's lack of product
diversification.  NOVA produces a variety of polyethylene products
(HDPE, LDPE, and LLDPE) and grades but no other ethylene
derivatives.  NOVA's competitors with other ethylene chains can
direct ethylene production to the highest margin intermediate or
end product.  NOVA's products are also commodity in nature.  A
number of producers manufacture similar products.

Fitch acknowledges the cyclical nature of commodity chemicals.
NOVA is dependent upon plastic demand for revenue growth.
Plastics demand generally tracks global economic growth.  With
global economic growth sluggish, growth in plastic demand has been
less than robust.  While revenue growth has not been the driver of
NOVA's expanded EBITDA margins and growing EBITDA, Fitch believes
there is limited continued upside for costs.  Supply dynamics of
the industry also influence plastic prices and margin realization.

The advantaged cost position for North American ethylene
production has spurred capacity expansion activity.  North
American ethylene production could see up to 12.5 million tonnes
of additional annual capacity coming online by 2019.  If fully
completed, these additions would correspond to over half of U.S.
capacity according ICIS and would have the potential to reverse
the currently favorable environment.  Typically, capacity
additions come in very sizeable increments and are often executed
by multiple industry participants at the same time.  After these
additions have come online, it often takes several years to absorb
the resulting supply glut.

LIQUIDITY

NOVA has robust liquidity that will enable the company to fund
working capital and capital expenditure requirements and to
withstand less favorable industry conditions, if a reversal of the
positive dynamics were to occur.  At March 31, 2014, NOVA had
liquidity of $1.4 billion, consisting of $895 million cash on-hand
and $508 million available under its syndicated and bilateral
credit facilities.  Fitch projects marginal negative FCF in 2014
and 2015, but cash balances will enable the company to fund the
use of cash without significant additional borrowings.

NOVA's main $425 million senior secured credit facility, which
matures in December 2016, is governed by a senior debt-to-cash-
flow covenant of max 3x and a debt-to- capitalization covenant of
max 60%.  NOVA was in compliance with these covenants at March 31,
2013.  Fitch expects the company to remain in compliance
throughout the lifetime of the facility.  The facility is secured
by the net book value of assets in Canada, including NOVA's
interest in the Joffre, Alberta chemical complex and the Corunna,
Ontario facility.  The value of the collateral justifies the one
notch rating differential over the IDR and the senior unsecured
debt and investment grade rating.

The company has a favorable maturity schedule with no large
principal payments due until 2019.  NOVA has two notes
outstanding, $350 million due in 2019 and $500 million due 2023.
The 8 5/8% 2019s can be called Nov. 1, 2014 at 104.313 by NOVA.

RATING SENSITIVITIES

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

  -- Continued progress in capital spending plans with limited
     need to add to debt levels;

  -- Naming a full time CEO with a commensurate commitment to
     current strategies;

  -- A return to Fitch-calculated FCF generation following current
     capital expansion;

  -- Hard credit support from IPIC.

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

  -- A sustained return of adverse economic conditions and excess
     capacity for the chemical industry leading to weak sales and
     profits;

  -- A sharp erosion of the company's feedstock advantage
     resulting in higher debt funding during the capex buildout
     period;

  -- Expectations for prolonged meaningful negative FCF leading to
     debt levels where leverage is sustained around 3.0x on a
     total debt to EBITDA basis through the cycle;

  -- Substantially increased distributions to IPIC funded by debt.

Fitch affirms NOVA as follows:

  --Long-term IDR at 'BB+';
  --Senior secured revolving credit facility at 'BBB-';
  --Senior unsecured revolving credit facilities at 'BB+';
  --Senior unsecured notes at 'BB+'.

The Rating Outlook is Positive.


OVERLAND STORAGE: Files Conflict Minerals Report with SEC
---------------------------------------------------------
Overland Storage, Inc., filed a specialized disclosure report on
Form SD pursuant to Rule 13p-1 under the Securities Exchange Act
of 1934 for the reporting period Jan. 1, 2013, 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.

"Overland has evaluated its current product lines and determined
that certain products that we manufacture or contract to
manufacture contain "conflict minerals" (as defined in Section 1,
Item 1.01(d)(3) of Form SD) that are necessary to the
functionality or production of our products.  Based on a
reasonable country of origin inquiry, we do not have sufficient
information from our suppliers or other sources to determine the
country of origin of the conflict minerals used in our products.
Therefore, we cannot exclude the possibility that some of these
conflict minerals may have originated in the Democratic Republic
of the Congo ("DRC") and/or one or more of the countries that
share an internationally recognized border with the DRC or are not
from recycled or scrap sources.  Accordingly, Overland is filing
this Form SD and has prepared a Conflict Minerals Report, a copy
of which is attached hereto as Exhibit 1.02, in accordance with
Form SD required by the Rule," the Company said in the Report.

A copy of Overland's Conflict Minerals Report is available for
free at http://is.gd/A7q55R

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PHH CORPORATION: Fitch Lowers Issuer Default Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
(IDR) of PHH Corporation (PHH) to 'BB-' from 'BB', and placed the
long-term ratings on Watch Negative following the announcement
that the company has entered into a definitive agreement to sell
the Fleet Management Services business to Element Financial
Corporation for approximately $1.4 billion in a stock-for-cash
transaction.

KEY RATING DRIVERS - IDRS AND SENIOR DEBT

The downgrade reflects Fitch's view that the credit risk profile
of the entity is at least one notch weaker as a monoline business
focused on mortgage servicing/origination.  This business is
characterized by earnings pressure/variability and a high level of
regulatory scrutiny.  Previously, this risk was offset, in part,
by the presence of the fleet business.

The Rating Watch Negative placement reflects uncertainty around
the company's capital plan and expected use of proceeds.  The
company has indicated that it plans to publicly disclose more
specifics on this topic after the transaction's close on July 31,
2014.  Depending on these specifics, PHH's rating could be
downgraded further.

Fitch believes PHH's fleet management business has been a stable
source of cash flow generation for the company and a credit
positive for PHH's current ratings, particularly given its low
level of correlation with PHH's mortgage business.  Fitch views
PHH's mortgage business less favorably due to the highly cyclical
nature of the mortgage origination business and the capital
intensive nature and highly volatile earnings profile of the
mortgage servicing business.

PHH reported a net loss of $42m in the three months ended March
31, 2014 (1Q14) compared to a net profit of $52 million in 1Q13,
primarily driven lower loan origination volume and decline in loan
margins in the mortgage origination segment ($60 million segment
loss) and unfavorable mark to market fair value losses in the
mortgage servicing business ($29 million segment loss).  The
results were partially offset by stable performance of the fleet
management segment ($21 million segment profit).

Furthermore, the overall mortgage business remains subject to
intensive regulatory and legislative scrutiny, which potentially
exposes the company to liabilities/fines.

PHH's pro forma cash position post-sale is expected to increase
approximately to $1.7 billion as of 1Q14.  Fitch believes that
this increased cash position is temporary, as the company is
expected to use the proceeds from the fleet business sale to
restructure its mortgage business, including supporting
infrastructure and make selective growth investments, return
capital to shareholders, and reduce its unsecured debt levels.
PHH expects to provide additional details regarding its capital
allocation plans after the closing of the transaction, which is
expected to occur on or prior to July 31, 2014.

RATING SENSITIVITIES - IDRS AND SENIOR DEBT

In resolving the Negative Watch, Fitch will review PHH's
standalone mortgage operations in terms of the expected
capitalization, liquidity and funding flexibility of the business.
Fitch will also consider PHH's competitive position,
profitability, the potential loss of clients, and/or inability to
renegotiate existing private label contracts at favorable economic
terms.  Depending on the outcome of these factors, Fitch could
downgrade PHH's ratings further.  Fitch expects to resolve the
Rating Watch on or before the closing of the sale, which is
targeted for July 31, 2014.

Fitch has taken the following rating actions:

PHH Corporation

-- Long-term IDR downgraded to 'BB-' from 'BB' and placed on
   Rating Watch Negative;

-- Senior unsecured debt downgraded to 'BB-'from 'BB' and placed
   on Rating Watch Negative;

-- Short-term IDR of 'B' revised to Rating Watch Negative from
   Rating Watch Evolving;

-- Commercial paper rating of 'B' revised to Rating Watch Negative
   from Rating Watch Evolving.


PHI GROUP: Reports $5.1 Million Net Loss in Fiscal 2012
-------------------------------------------------------
PHI Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended June
30, 2012.  The Company disclosed a net loss of $5.15 million on
$570,000 of consulting and advisory fee income for the year ended
June 30, 2012, as compared with a net loss of $1.17 million on
$409,317 of consulting and advisory fee income for the year ended
June 30, 2011.

As of June 30, 2012, the Company had $1.15 million in total
assets, $10.63 million in total liabilities, all current, and a
$9.47 million total stockholders' deficit.

The Company had cash and cash equivalents of $ 0 and $61,270 as of
June 30, 2012, and June 30, 2011, respectively.

Dave Banerjee, CPA An Accountancy Corp., in Woodland Hills,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2012.  The independent auditor noted that the Company has
accumulated deficit of $35,814,955 and a negative cash flow from
operations amounting to $1,367,705 for the year ended June 30,
2012.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.

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

                         http://is.gd/z0UNZm

                         About PHI Group

Huntington Beach, Cal.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.


PITT PENN: Ch.11 Trustee Needs More Time to Serve Complaints
------------------------------------------------------------
Norman L. Pernick, the chapter 11 trustee appointed in the
bankruptcy cases of Pitt Penn Holding Co., Inc. et al., seeks an
order extending the time to serve the complaints in four adversary
proceedings by 120 days until Sept. 24, 2014, as to those
defendants who have not yet been served or have not agreed to
accept service.

Industrial Enterprises of America filed complaints commencing nine
adversary proceedings on April 29 and April 30, against around 116
defendants.

The Debtors' records continue to be incomplete and inaccurate
because former management, two members of which have been
convicted of criminal fraud and other crimes, left the Debtors
records in a state of disorganization and took many of Debtors'
files and records with them when they left the companies.  It is
also difficult to locate addresses for many of the defendants.

Multiple defendants are also deceased, at least one defendant is a
minor, multiple defendants are incarcerated, and some business
Defendants may have been dissolved.

IEAM sought default judgment against certain defendants who were
served but did not answer.  Several defaults have been entered.

Due largely to uncertainty concerning the accuracy of addresses
and the difficulty locating many defendants, additional time is
required to complete service of process on the defendants, the
Chapter 11 Trustee said.

           About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries -- PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PITT PENN: Plan Confirmation Hearing Rescheduled to June 19
-----------------------------------------------------------
The hearing to consider confirmation of the Chapter 11 Plan of
Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, is
rescheduled for June 19, 2014, at 12:30 p.m. (Eastern Time),
before the Hon. Brendan L. Shannon, United States Bankruptcy
Judge, United States Bankruptcy Court for the District of
Delaware, 824 Market Street, Wilmington, DE 19801.

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PRIME PROPERTIES: Plan Outline Hearing Rescheduled to July 10
-------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has rescheduled the hearing to
consider Prime Properties of New York, Inc.'s disclosure statement
to July 10, 2014, at 2:30 p.m. EDT, from July 8, 2014, at 11:00
a.m. EDT.

As reported by the Troubled Company Reporter on May 27, 2014, the
Court had scheduled a combined hearing to consider approval of
the Disclosure Statement and confirmation of the Joint Plan of
Reorganization, on June 3, 2014, at 1:00 p.m.

William K. Harrington, the U.S. Trustee for Region 2, filed on May
22, 2014, an objection to the final approval of the Disclosure
Statement dated April 29, 2014, and confirmation of the Joint Plan
dated April 29, 2014.  The U.S. Trustee believes that the
Disclosure Statement is deficient and fails to provide adequate
disclosure.  The U.S. Trustee has identified these informational
deficiencies where adequate information is not
contained in the Disclosure Statement: (i) the lack of adequate
information concerning the payment of U.S. Trustee quarterly fees
that will become due during the pendency of the case; (ii) the
lack of adequate information concerning, and justification for,
the proposed non-debtor third-party releases and injunctions; and
(iii) the lack of adequate information concerning, and
justification for, the proposed debtor releases and injunctions
that are tantamount to a discharge in violation of 11 U.S.C.
Section 1141(d)(3).

On May 23, 2014, the Debtor responded to the objection, saying,
"The U.S. Trustee has objected to non-debtor third-party releases,
exculpations and injunctions.  The released being given are solely
between the lender, the Debtor, and the Debtor's principal,
Nicholas Gordon, and their respective affiliates, subsidiaries,
successors, assigns, principals, members, directors, shareholders
and agents.  The releases are not being given by the general
creditors, the priority creditors or the administration creditors
to the lender, the Debtor and/or Gordon.  Therefor, the case law
decided by the U.S. Trustee with regard to third party releases
given in a plan by the general creditors to non-debtor entities,
is simply inapplicable."

The U.S. Trustee complains that the Debtor will be receiving a
discharge even though its sole asset is being liquidated in the
plan.  "The U.S. Trustee then calls this a liquidating plan.  This
is in error because the Debtor will be receiving $3,150,000 which
will be an asset.  From that asset, the Debtor has to pay all the
obligations under the plan of reorganization which, at the outer
limits would be no more than $400,000.  Therefore, the Debtor is
not being left as an assetless shell, and indeed it will have a
significant amount of money with which to carry on its business
purposes.  Therefore, the statement by the U.S. Trustee that 'the
Debtor will no longer be engaged in business . . .' as set forth
in paragraph 34 of the objection is in error and there is no
violation of Section 1141(d)(3) of the Bankruptcy Code," the
Debtor says.

The Debtor states that it doesn't have any problem with adding to
the disclosure statement and the Joint Plan the provision for U.S.
attorney's fees.

               About Prime Properties of New York, Inc.

Prime Properties of New York, Inc., filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44020) on June 28, 2013.  Prime
Properties of New York's business consists of the ownership and
operation of a property, consisting of two adjacent five-story,
residential apartment buildings, which collectively contain a
total of 55 units, 52 of which are residential units on the corner
of 10th Street and 4th Avenue, in Brooklyn.  The Debtor identified
itself to be Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B).

The Debtor's principal and its 100% shareholder, Nick Gordon,
managed the Property until March 2011, when management of the
Property was taken over by a receiver.  Prior to the Receiver's
appointment, there were well documented disputes between Nick
Gordon and the tenants with respect to the maintenance and upkeep
of the Property.

Bankruptcy Judge Hon. Carla E. Craig oversees the case.  M. David
Graubard, Esq., at Kera & Graubard, in New York, serves as counsel
to the Debtor.  The Debtor estimated up to $12 million in assets
and up to $8.5 million in liabilities.  An affiliate, 234 8th St.
Corp., sought Chapter 11 protection (Case No. 13-42244) on the
March 14, 2013.

Prime Properties of New York, Inc., also sought Chapter 11
protection (Bankr. E.D.N.Y. Case No. 09-46912) on Aug. 12, 2009.
In October 2010, Bankruptcy Judge Joel B. Rosenthal granted the
request by JP Morgan Chase Bank, N.A., to lift the automatic stay
to foreclose on the Debtor's property.  Judge Rosenthal denied the
Debtor's bid to sell the property, free and clear of liens.

In the 2013 case, Prime Properties of New York filed a plan of
reorganization providing for the payment of all administrative
claims and priority claims in full upon confirmation.  The Plan
also offers to pay general unsecured creditors 100% of their
claims, from a fund that will be established by the Debtor for the
purpose of implementing the Plan.  A full-text copy of the
Disclosure Statement dated Sept. 18, 2013, is available for free
at http://bankrupt.com/misc/PRIMEds0918.pdf

Attorneys for FTBK Investor II LLC, as Trustee for NY Brooklyn
Investor II Trust 19, are Jerold C. Feuerstein, Esq., and Jason S.
Leibowitz, Esq., at Kriss & Feuerstein LLP.


PROTECTIVE LIFE: Fitch Puts 'BB+' Rating on Rating Watch Positive
-----------------------------------------------------------------
Fitch Ratings has placed the ratings for Protective Life Corp.
(NYSE: PL) (IDR 'BBB+') and its primary life insurance
subsidiaries (IFS 'A') on Rating Watch Positive.

KEY RATING DRIVERS:

The rating action follows the announcement that PL has agreed to
be acquired by Japan-based Dai-ichi Life Insurance Company, Ltd.
(Dai-ichi Life) in a transaction valued at $5.7 billion.  The
transaction is expected to close in early 2015 subject to
customary shareholder and regulatory approvals.

Fitch's views the proposed transaction as a credit positive for PL
based on the financial strength of Dai-ichi Life (IFS 'A+'), which
is the second largest life insurance company in Japan and ranks as
one of the largest life insurers globally.

The transaction reflects a broader strategic initiative by Dai-
ichi Life to expand its life insurance business outside of Japan.
The proposed acquisition of PL represents Dai-ichi Life's first
acquisition in the U.S. life insurance market.

Fitch expects PL's existing management team and operating
strategies will largely remain in place following the close of the
transaction.

RATING SENSITIVITIES:

Fitch could upgrade PL's ratings following the close of the
transaction based on a review of integration plans, financial
projections, strategic fit within the Dai-ichi Life organization,
and degree of support provided by Dai-ichi Life to PL.

Fitch could affirm PL's ratings at current levels if the
transaction doesn't close or if Fitch concludes that PL lacks
sufficient strategic importance within the Dai-ichi Life
organization to support an alignment of the ratings.

Fitch has placed the following ratings on Rating Watch Positive:

Protective Life Corporation
  --IDR 'BBB+';
  --$150 million in senior notes due 2014 'BBB';
  --$150 million in senior notes due 2018 'BBB';
  --$400 million of 7.38% senior notes due 2019 'BBB';
  --$300 million of 8.45% senior notes due 2039 'BBB';
  --$100 million of 8.00% senior retail notes due 2024 'BBB';
  --$288 million of 6.25% subordinated debt due 2042' 'BB+';
  --$150 million of 6.00% subordinated debt due 2042 'BB+';
  --$103 million of 6.13% trust-preferreds issued through PLC

Capital Trust V due 2034 'BB+'.
Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company

MONY Life Insurance Co.
  --IFS 'A'.

Protective Life Secured Trust
  --Medium-term notes 'A'.


RADIOSHACK CORP: Bets on Startups to Boost Store Traffic
--------------------------------------------------------
Don Clark and Drew Fitzgerald, writing for The Wall Street
Journal, reported that RadioShack Corp. announced an unusual
partnership with PCH International Ltd., an Ireland-based company
that helps large and small companies design, manufacture and
distribute electronic products from facilities in China.

According to the report, their stated goal is to lower hurdles
that tend to keep products from startups out of stores?in
particular, contract terms from retailers that require
entrepreneurs to spend the money to build sizable product
inventories to stock stores and distribution centers, and to take
back unsold products.  RadioShack and PCH plan to offer more
relaxed terms with minimal inventory requirements to selected
startups, whose products will be displayed in special zones in the
front of as many as 2,000 stores starting this summer, the report
said.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.

Troubled Company Reporter, citing The Wall Street Journal,
reported on March 5, 2014, that RadioShack plans to cut back its
store count, after a sharp drop in sales over the holidays left it
with a $400 million loss in 2013.  The electronics retailer said
it could close as many as 1,100 U.S. stores -- one out of every
four that it operates itself -- underscoring the difficulty it has
had adapting to a fast changing consumer landscape.


ROGERS BANCSHARES: US Trustee Objects to Plan of Liquidation
------------------------------------------------------------
U.S. Trustee Nancy J. Gargula filed an objection to the Joint Plan
of Liquidation filed by Rogers Bancshares, Inc., and the Official
Committee of Unsecured Creditors.

The U.S. Trustee claims that the plan contains provisions at
paragraphs 11.04 and 11.05 that contain broad exculpatory language
releasing and discharging professionals, agents and other non-
debtors.  ?These provisions exceed the protections provided under
11 U.S.C. Section 1125(e).  Such broad release and discharge
language which purports to insulate professionals and non-debtors
from liability except for willful conduct or gross negligence have
been held to violate 11 U.S.C. Section 524(e).  While some Courts
have adopted a flexible approach to such provisions, they have
only allowed such releases as being proper in rare cases where
unusual circumstances make such releases important to the success
of the plan,? the U.S. Trustee says in a court filing dated June
3, 2014.

According to the U.S. Trustee, the Plan proposes to disburse the
remaining assets of the Debtor, consisting of the remaining
proceeds from a sale pursuant to 11 U.S.C. Section 363 of the
stock of Metropolitan National Bank.  ?The sale has been
completed, and approved by the Court.  All necessary steps to
close the sale have been accomplished by the Debtor.  It is,
therefore, unclear to what extent the discharge and releases of
non-debtors as proposed in the plan are important or necessary to
the success of the plan,? the U.S. Trustee states.

As reported by the Troubled Company Reporter on April 17, 2014,
the liquidating plan designates and provides for the treatment of
five claim classes and interests -- Class 1 Senior Debt, Class 2
Indenture Claims, Class 3 Pari Passu Claims, Class 4 Preferred
Stock, and Class 5 Equity Interest Holders.  All the claim classes
are impaired.  The Court will convene a hearing on June 24, 2014,
at 9:00 a.m., to consider approval of the Plan.

The Hon. Richard D. Taylor approved the disclosure statement in
support of the Plan on April 15, 2014.

                    About Rogers Bancshares

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq., and Lauren C. Kessler, Esq., at Bracewell &
Giuliani, LLP, as well as W. Jackson Williams, Esq., at Williams &
Anderson, PLC, represent the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Tyler P.
Brown, Esq., and Jason W. Harbour, Esq., at Hunton & Williams LLP
and James F. Downden, Esq., of the James F. Dowden PA firm as
counsel; and Carl Marks Advisory Group LLC as financial advisors.

On Nov. 25, 2013, the retention of Cheryl F. Shuffield as chief
liquidation officer was approved by the Court.


SBARRO LLC: Joint Prepackaged Plan Declared Effective
-----------------------------------------------------
The effective date of the Joint Prepackaged Chapter 11 Plan of
Reorganization of Sbarro LLC and its debtor affiliates occurred on
June 2, 2014.

The Plan was confirmed by Judge Martin Glenn in a May 19 order.

On the Effective Date, except as otherwise provided in the Plan or
Confirmation Order, each of the Debtors' Executory Contracts and
Unexpired Leases not previously assumed or rejected pursuant to
the Bankruptcy Court order were deemed assumed as of the Effective
Date in accordance with the provisions and requirements of
sections 365 and 1123 of the Bankruptcy Code except any Executory
Contract or Unexpired Lease (a) identified on the List of Rejected
Executory Contracts and Unexpired Leases as an Executory Contract
or Unexpired Lease designated for rejection, (b) which is the
subject of a separate motion or notice to reject filed by the
Debtors and pending as of the Confirmation Hearing, (c) that
previously expired or terminated pursuant to its own terms, or (d)
that was previously assumed by any of the Debtors.

On April 7, 2014, the Debtors filed the Assumption Schedule
identifying those Executory Contracts and Unexpired Leases to be
assumed pursuant to the Plan and the respective Cure Costs
associated therewith.  On the same day, the Debtors filed the
Rejection Schedule identifying those Executory Contracts and
Unexpired Leases to be rejected pursuant to the Plan effective as
of the Effective Date.  On May 7, the Debtors filed amended
Assumption and Rejection Schedules identifying modifications and
supplements to the lists of Executory Contracts and Unexpired
Leases to be assumed and rejected pursuant to the Plan. On May 19,
the Debtors filed further amended Assumption and Rejection
Schedules identifying Executory Contracts and Unexpired Leases to
be assumed and rejected pursuant to the Plan.

Any monetary defaults under each Executory Contract and Unexpired
Lease as reflected on the Assumed Executory Contract and Unexpired
Leases List shall be satisfied, pursuant to section 365(b)(1) of
the Bankruptcy Code, by payment of the default amount in Cash on
the Effective Date, subject to certain limitations provided in the
Plan, or on such other terms as the parties to the Executory
Contracts or Unexpired Leases may otherwise agree.  Any Proofs of
Claim asserting claims arising from the rejection or repudiation
of the Debtors' Executory Contracts and Unexpired Leases pursuant
to the Plan or otherwise must be filed with the Notice and Claims
Agent within 30 days after the date of entry of an order of the
Bankruptcy Court (including the Confirmation Order) approving the
rejection. Proofs of Claim asserting claims arising from the
rejection or repudiation of the Debtors' Executory Contracts and
Unexpired Leases pursuant to the Plan must be filed with the
Notice and Claims Agent no later than June 19, 2014.

ANY PROOFS OF CLAIM ARISING FROM THE REJECTION OR REPUDIATION
OF AN EXECUTORY CONTRACT OR UNEXPIRED LEASE NOT TIMELY FILED
WILL BE AUTOMATICALLY DISALLOWED, FOREVER BARRED FROM
ASSERTION AND SHALL NOT BE ENFORCEABLE AGAINST THE REORGANIZED
DEBTORS WITHOUT THE NEED FOR ANY OBJECTION BY THE REORGANIZED
DEBTORS OR FURTHER NOTICE TO, OR ACTION, ORDER OR APPROVAL OF THE
BANKRUPTCY COURT.

On May 19, 2014, the Bankruptcy Court entered an order
establishing 5:00 p.m. Eastern Time on June 30 as the last date
for each person or entity (including individuals, partnerships,
corporations, joint venture, and trusts) to file a proof of claim,
as defined in section 101(5) of the Bankruptcy Code, against the
Debtors which arose before the March 10 Petition Date, including
claims pursuant to section 503(b)(9) of the Bankruptcy Code.

Proofs of claim filed by governmental units must be filed so as to
be actually received by the Notice and Claims Agent before 5:00
p.m. Eastern Time on Sept. 10, 2014, the date that is 180 days
from the Petition Date.

All requests for Payment of Administrative Claims must be filed
and served on the Debtors no later than July 2, 2014.  Holders of
Administrative Claims that are required to, but do not, file and
serve a request for payment of such Administrative Claims by such
date shall be forever barred, estopped and enjoined from asserting
such Administrative Claims against the Debtors or their property
and such Administrative Claims shall be deemed discharged as of
the Effective Date.

All final requests for Professional Fee Claims shall be filed no
later than July 2, 2014.  The Allowed amounts of such Professional
Fee Claims shall be determined by the Bankruptcy Court.

Full-text copies of the Amended Plan and blacklined version of
that Plan dated May 2 is available at http://is.gd/bLmdTE

                        About Sbarro LLC

Pizza chain Sbarro sought Chapter 11 bankruptcy protection
together with several affiliated entities (Sbarro LLC, Bankr.
S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan.
Bankruptcy Judge Martin Glenn presides over the Debtors' cases.

The bankruptcy filing came after Sbarro said in February it would
155 of the 400 restaurants it owns in North America.

Bankruptcy Judge Martin Glenn presides over the 2014 case.  Nicole
Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower,
Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP,
represent Sbarro.  Mark Hootnick, Brian Bacal, Gregory Doyle, and
Roger Wood at Moelis & Company, serve as Sbarro's investment
bankers.  Loughlin Management serves as the financial advisors.
Prime Clerk LLC serves as claims and noticing agent, and
administrative advisor.

Melville, N.Y.- based Sbarro LLC listed $175.4 million in total
assets and $165.2 million in total liabilities.  The petitions
were signed by Stuart M. Steinberg, authorized individual.

This is Sbarro's second bankruptcy filing in three years.  The
corporate entity was then known as Sbarro Inc., which, together
with several affiliates, filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan.
Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in
liabilities in the 2011 petition.

Bankruptcy Judge Shelley C. Chapman presided over the 2011 case.
In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt,
Esq., at Kirkland & Ellis, LLP, served as the Debtors' general
bankruptcy counsel; Rothschild, Inc., as investment banker and
financial advisor; PriceWaterhouseCoopers LLP as bankruptcy
consultants; Marotta Gund Budd & Dzera, LLC, as special financial
advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard
Verbinnen & Co as communications advisor.

Sbarro Inc. emerged from Chapter 11 protection seven months later,
in November 2011, after Judge Chapman confirmed a Plan of
Reorganization that handed ownership of the company to the pre-
bankruptcy first lien lenders.  Under the terms of the Plan,
Sbarro reduced debt by approximately 73%, or $295 million (from
approximately $405 million to $110 million, plus any amounts
funded under a new money term loan facility), by converting 100%
of the outstanding amount of the $35 million post-petition debtor-
in-possession financing into an equal amount of a newly issued
$110 million senior secured exit term loan facility; and
converting approximately $173 million in prepetition senior
secured debt held by the Company's prepetition first lien lenders
into the remaining exit term loan facility and 100% of the common
equity of the reorganized company (subject to dilution by shares
issued under a management equity plan); and eliminating all other
outstanding debt.

In January 2014, Standard & Poor's Ratings Services lowered
Sbarro's corporate credit rating further into junk category -- to
'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street
Journal reported pizza chain enlisted restructuring lawyers at
Kirkland & Ellis LLP and bankers at Moelis & Co.

On March 5, 2014, the Debtors commenced solicitation of the
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization.  The
Plan received near unanimous support from the Debtors' prepetition
secured lenders, with Holders of approximately 98% of the
outstanding Prepetition Secured Lender Claims in dollar amount
voting to accept the Plan.

On March 26, 2014, the United States Trustee appointed an official
committee of unsecured creditors, consisting of (i) Performance
Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited
Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich
Company.  The Committee is represented by Jay R. Indyke, Esq.,
Cathy R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex
Velinsky, Esq., at Cooley LLP.  Mesirow Financing Consulting, LLC
serves as its financial advisors.

Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed,
Hadley & McCloy LLP's Evan R. Fleck, Esq.

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


SHILO INN: Bankruptcy Court Disapproves Plan Disclosure
-------------------------------------------------------
The Bankruptcy Court denied approval of the Disclosure Statement
explaining Shilo Inn, Twin Falls, LLC, et al.'s Joint Plan of
Reorganization.

As reported in the Troubled Company Reporter on May 27, 2014,
secured creditor California Bank & Trust complained that the
Debtors failed to supplement the Disclosure Statement explaining
their Plan or make any substantive changes, rendering the
Disclosure Statement inadequate.

Under the proposed Plan, the Debtors will attempt to modify the
loans and pay the debt owed to CB&T over a 10-year period with
large balloon payments at the end of the term.

"However, the Debtors' properties are significantly over
encumbered, and the Debtors have not shown that they will have
sufficient cash on hand or future cash flow to service these debts
and continue operating the Hotels," CB&T argues.  "The Debtors'
own financial reports do not support the Debtors' (now outdated)
projected budgets, and there is no evidence that the Debtors will
be able to refinance or sell the Hotels in ten years at a price
sufficient to make the required balloon payments."

Without a realistic plan to pay creditors in full, the Debtors
will almost certainly default again, CB&T says.  Accordingly, CB&T
asks the Court to deny approval of the Disclosure Statement.

The Debtors, however, replied that CB&T is demanding revisions to
include unnecessary information, and erroneously alleges that the
Plan is unconfirmable.  The Debtors ask the Court to (i) overrule
the Objection, (ii) allow them to amend the Plan and Disclosure
Statement, and (iii) set a briefing schedule with at least 60 days
for the Debtors to file an amended Plan and Disclosure Statement.

The Debtors also ask the Court to strike CB&T's exhibits and not
consider them at all in connection with the Disclosure Statement
hearing.

Shortly thereafter, CB&T filed with the Court an amended objection
-- which basically reiterates the Bank's complaint of inadequate
information and where certain exhibits were attached.  A copy of
CB&T's amended objection is available for free at:

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

                             The Plan

As reported in the TCR on Sept. 5, 2013, the Debtors filed with
the Court a Joint Plan of Reorganization and Disclosure Statement
dated Aug. 29, 2013.  Under the Plan, the Debtors propose to pay
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.

Non-insider general unsecured creditors can expect to have their
claims paid in full in this manner:

  -- The first payment will be made on the effective date of the
     Plan, which is anticipated to be on Jan. 2, 2014, in the
     aggregate amount of $64,596;

  -- The Reorganized Debtors will make two additional payments,
     each in the amount of $64,596 in months two and three
     following the Effective Date, for a total payout to non-
     insider general unsecured creditors in the amount of
     $193,788, which the Debtors believe constitutes 100% payment,
     excluding interest.

The Debtors included cash flow projections in its Plan proposal to
show that it will have sufficient cash on hand on the Plan
Effective Date to make the payment required.

A copy of the Plan and Disclosure Statement dated Aug. 29 is
available for free at:

     http://bankrupt.com/misc/SHILOINN_PlanDSAug29.PDF

                    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.


SHILO INN: California Bank to Foreclose on Assets After Nov. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted California Bank & Trust relief of automatic stay on these
properties:

   1. Shilo Inn, Rose Garden, LLC's real property located at
      1506 NE 2nd Avenue Portland, Oregon;

   2. Shilo Inn, Moses Lake, Inc.'a real property 1819
      E. Kittleson Road Moses Lake, Washington;

   3. Shilo Inn, Seaside East, LLC's real property located at
      900 S. Holladay Drive, Seaside, Oregon;

   4. Shilo Inn, Newberg, LLC's real property 501 Sitka Avenue
      Newberg, Oregon;

   5. Shilo Inn, Nampa Blvd, LLC's real property located at
      617 Northside Boulevard, Nampa, Idaho;

   6. Shilo Inn, Boise Airport, LLC's real property at
      4111 S. Broadway Avenue Boise, Idaho;

   7. Shilo Inn, Twin Falls, LLC's real property located
      1586 Blue Lakes Blvd., North, Twin Falls, Idaho.

CB&T is authorized to enforce remedies to foreclose upon and
obtain possession of the property in accordance with applicable
nonbankruptcy law, but may not pursue any deficiency claim against
the Debtor or property of the estate except by filing a proof of
claim pursuant to Section 501 of the Bankruptcy Code.

CB&T is ordered not to conduct a foreclosure sale before Nov. 7,
2014.

As reported in the Troubled Company Reporter on Oct. 28, 2013,
CB&T, assignee of holder of deed of trust, explained that cause
exist to lift the stay because the bank's interest in the
collateral is not protected by an adequate equity cushion, and the
Debtor has no equity in the property, and the property is not
necessary to an effective reorganization.

                    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.


SHILO INN: Defends Hiring of Green & Markley Litigation Counsel
---------------------------------------------------------------
Shilo Inn, Twin Falls, LLC, et al., replied to the objection by
California Bank and Trust to their application to employ Green &
Markley, PC as special litigation counsel.

By way of the Reply, the Debtors seek to modify the application to
employ GM to represent them in judicial foreclosure actions filed
by CB&T in federal district court.  The employment is for a
specified special purpose, there are no adverse interests
preventing the employment, and the employment is in the best
interests of the estates, the Debtors said.

The Court will consider the matter at a hearing on June 24, 2014,
at 10:00 a.m.

As reported in the Troubled Company Reporter on May 29, 2014,
CB&T stated that the application should be denied because the
Debtors fail to satisfy the legal requirement of 11 U.S.C. Section
327(e) because: (i) the Application fails to adequately
demonstrate the need or special purpose of employing Greene &
Markley; (ii) the Debtors have not shown that an adverse interest
does not exist prohibiting Greene & Markley's employment; and
(iii) Greene & Markley's employment is not in the estates' best
interest.

The Debtors are represented by:

         David B. Golubchik, Esq.
         Kurt Ramlo, Esq.
         J.P. Fritz, Esq.
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mails: DBG@LNBYB.COM
                  KR@LNBYB.COM
                  JPF@LNBYB.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.


SIONIX CORP: Plans to Form Joint Venture with BR Investments
------------------------------------------------------------
Sionix Corporation has signed a Letter of Intent to form a 50-50
Joint Venture with BR Investments, LLC, an affiliate of The Prime
Group, Inc.  The Letter of Intent provides for the Joint Venture
to build and operate a facility to treat, reclaim and market
production and flowback water from crude oil production and
fracking operations in the Bakken Shale.

The plant will be located in Culbertson, Montana on an existing 45
acre industrial facility that includes heated tankage, buildings,
highway and rail access, piping, water wells and other
infrastructure.  BRI and Prime will acquire the total site and
provide project financing to the JV.  Sionix will contribute a
technology license and provide operating and technical management
of the business.

Henry Sullivan, Sionix chief executive officer, stated, "This
project, when completed, will be the first large scale commercial
application of Sionix technology to treat production and flowback
water from drilling, fracking and production operations.  It is
based on many years of research, development, lab and field
testing by the Company."

"We are very encouraged to be working with a partner with the
vision and strength of BRI/Prime.  Their experience in property
development, engineering and construction, project financing and
management is a key element of our team strategy," Sullivan added.

John Breugelmans, a principal of BRI, remarked, "We are pleased to
be working with Sionix to participate in the growing and
strategically important oil industry development in the Bakken and
elsewhere.  We feel that the Sionix technology and our proposed
operation in Culbertson will contribute to improving fracking
economics while preserving precious fresh water resources by
reclaiming oil field brines to a quality that permits reuse rather
than one time use of fresh water followed by permanent disposal of
flowback and produced water into deep saltwater disposal wells."

Additional information is available for free at:

                         http://is.gd/Da7ZDj

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.  The Company's balance sheet at June 30, 2013,
showed $1.04 million in total assets, $7.62 million in total
liabilities and a $6.58 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


STOCKTON, CA: Trial Ends on Fairness of Bankruptcy Plan
-------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
lawyers for Stockton, Calif., wrapped up the city's bankruptcy-
exit trial where they fought off pressure to make more cuts in
order to fully repay $37 million in bonds, telling a judge that
"city leaders have to run a city in which people want to live."

According to the report, at the end of the five-day trial in
Sacramento, Judge Christopher Klein said he might announce whether
the 300,000-resident city can leave bankruptcy at a July 8
hearing, when he will make a smaller but related ruling on the
value of a piece of city real estate.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


TAYLOR, MI: Moody's Affirms 'Ba1' GOLT Rating
---------------------------------------------
Moody's Investors Service has affirmed the City of Taylor's (MI)
Ba1 general obligation limited tax (GOLT) rating. The city has
$106.8 million of GOLT debt, of which $37.1 million is Moody's
rated. The negative outlook has been removed. The city's
outstanding rated debt is secured by its GOLT pledge, which is
subject to constitutional, statutory, and charter tax rate
limitations.

Summary Rating Rationale

The Ba1 rating reflects the city's weak financial position
including a deficit available General Fund balance and limited
financial flexibility. Also incorporated in the Ba1 rating is the
city's large tax base with significant valuation declines, low
income indices, and above average debt burden. Removal of the
negative outlook is based on stabilization of the city's financial
operations, despite the pressure of increased debt service
expenses, and a moderation of taxable value declines.

Strengths

-- Significant recent expenditure reductions, resulting in an
    operating surplus in fiscal 2013

-- Large tax base

Challenges

-- Significant declines in taxable values leading to declining
    property tax revenues

-- Underperforming Brownfield Tax Increment Financing (TIF)
    district requiring General Fund support for debt service

-- Limited financial flexibility including tax rate restrictions
    and high fixed costs

-- Above average unfunded pension obligations with recent change
    to less conservative actuarial assumptions

What Could Move The Rating Up

-- Significant improvement in General Fund balance position and
    liquidity

-- Stabilization and increase in both taxable values and full
    value

What Could Move The Rating Down

-- Return to operating deficits

-- Higher than anticipated General Fund support of debt service
    expenses

-- Material increase in debt burden and / or pension liabilities

Principal Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.



TEM ENTERPRISES: Section 341(a) Meeting Set on July 10
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Tem Enterprises
dba Xtra Airways will be held on July 10, 2014, at 2:00 p.m. at
341s - Foley Bldg,Rm 1500.  Creditors have until Oct. 8, 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.

Tem Enterprises dba Xtra Airways filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 14-13955) on June 4, 2014.
Judge August B. Landis oversees the case.  The Debtor estimated
assets and debts of at least $10 million.  Lisa Dunn signed the
petition as president.  McDonald Carano Wilson LLP serves as the
Debtor's counsel.


TEM ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tem Enterprises dba Xtra Airways
        2300 West Sahara Avenue, Suite 1000
        Las Vegas, NV 89102

Case No.: 14-13955

Chapter 11 Petition Date: June 4, 2014

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

Judge: Hon. August B. Landis

Debtor's Counsel: Ryan J. Works, Esq.
                  MCDONALD CARANO WILSON LLP
                  2300 W. Sahara Ave., Suite 1200
                  Las Vegas, NV 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966
                  Email: rworks@mcdonaldcarano.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Lisa Dunn, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Aero Turbine, Inc.                                    $271,056
PO Box 731891
Dallas, TX, 75373-1891

Airplanes, Inc.                                       $136,628

Boeing Commercial Airplanes                           $122,106

BTCO as Security Trustee Trito                        $626,245
55 Green Street
San Francisco, CA 94111

Chemoil Corporation                                    $79,166

CSI Aviation, Inc.                                    $148,952

CXP Management LLC                                    $280,500
805 W. Idaho Street
Suite 400
Boise, ID 83702

Erste Group Bank                                      $242,213

Federal Express Corporation                            $72,698

Flugfelagid Atlanta ehf. dba AAI                    $1,611,938
Hlidasmari 3, 201 Kopavogi, Iceland

MSA V                                               $1,439,755
c/o Awas Aviation Services Inc.
One West Street, Suite 100-5
New York, NY 10004

MTU Maintenance                                       $128,943

Stambaugh Aviation                                  $1,840,453
1000 Jetport Road
Brunswick, GA 31525

The Insurance Group, Inc.                             $483,489
200E Southampton DR.
Columbia, MO 65203

TP Aerospace Leasing                                  $116,417

Triton Aviation California, Inc.                    $2,870,376
55 Green Street, Suite 500
San Francisco, CA 94111

V31-A&E LLC                                           $163,148

V37X-737 LLC                                        $1,120,272
915 Front Street
San Francisco, CA 94111

V43-A&E LLC                                         $1,769,659
299 South Main Street, 12th Floor
Salt Lake City, UT 84111

VISA                                                  $172,155


TRAVELPORT WORLDWIDE: Tries Again To Go Public
----------------------------------------------
Jamie Mason, writing for The Deal, reported that private equity-
backed Travelport Worldwide Ltd. filed to go public and plans on
using the proceeds from the offering to reduce the company's hefty
$3.38 billion debt load.

According to the report, the Atlanta-based operator of a network
of travel brands, service offerings and various related content,
plans to raise $100 million from the initial public offering and
use the proceeds to pay down its high leverage, the filing with
the Securities and Exchange Commission said.  Travelport's filing
with the Securities and Exchange Commission reveals that its
owners include PE firms Angelo, Gordon and Co. (22% stake), Q
Investments (14%) and Blackstone Group LP (13%), the report said.
Management owns 1%. Ownership of the other 50% of Travelport
wasn't disclosed, the report added.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

                           *     *     *

As reported by the TCR on May 1, 2013, Standard & Poor's Ratings
Services said that it raised its long-term corporate credit
ratings on Travelport Holdings Ltd. and indirect primary operating
subsidiary Travelport LLC (together, Travelport) to 'CCC+' from
'SD' (selective default).  The rating action follows S&P's review
of Travelport's business and financial risk profiles after it
downgraded the group to 'SD' on April 16, 2013.  The TCR reported
on July 26, 2013, that Moody's Investors service has assigned a B1
rating to Travelport's $120 million super-senior revolving credit
facility (RCF).


UNIVERSAL COOPERATIVES: Hearing Today on Premium Finance Deal
-------------------------------------------------------------
The Bankruptcy Court for the District of Delaware will convene a
hearing on June 6, 2014, at 10:30 a.m., to consider Universal
Cooperatives, Inc., et al.'s motion to incur debt pursuant to a
premium finance agreement.  Objections, if any, were due June 3,
at 4:00 p.m.

The Debtors seek authorization to:

   a) enter into a premium finance agreement with Flatiron
      Capital, a Division of Wells Fargo Bank, N.A.; and

   b) grant the Premium Finance Company a security interest
      lien (i) with priority over any and all administrative
      expenses of the kind specified in Section 503(b) or 507(b)
      of the Bankruptcy Code, pursuant to section 364(c)(1) of
      the Bankruptcy Code, (ii) in all unearned or returned
      premiums which may become payable under the policies
      identified in the agreement, and (iii) in loss payments but
      only to the extent such loss payments reduce the unearned
      premiums and subject only to any mortgage or loss payee
      interest, and (c) affording priority under section
      364(c)(1) as to any deficiency claim of the Premium Finance
      Company remaining in the event that the Premium Finance
      Company must proceed against its collateral.

Pursuant to the Court's order authorizing the Debtors to maintain
their insurance policies without interruption, the Debtors were
authorized to enter into new financing agreements to pay their
regular monthly installment payments under a premium financing
arrangement.

The Debtors sought additional relief to supplement the authority
provided since the insurance order did not provide certain
protections sought by the Premium Finance Company.

The Debtors related that in the ordinary course of business, the
Debtors must maintain various insurance policies in order to
continue their operations.  The Debtors have been unable to pay in
the ordinary course of business the premiums for the insurance
policies.

The terms of the Premium Finance Agreement provides that, among
other things:

   1. the Debtors are required to make a down payment in the
      amount of $51,014 and to make eight monthly payments,
      each in the amount of $12,147;

   2. the annual percentage rate at which interest accrues under
      the agreement is 6.81% and the total amount financed under
      the agreement is $94,741, with total payments under the
      agreement totaling $97,177;

   3. the Premium Finance Company is granted a lien and security
      interest in any and all unearned or returned premiums which
      may become payable under the policies identified in the
      agreement;

   4. the Premium Finance Company's lien and security interest in
      the premiums will be senior to the rights of the Debtors'
      estates in the and any subsequent proceeding under the
      Bankruptcy Code.

The Debtors are represented by:

         Travis G. Buchanan, Esq.
         Robert S. Brady, Esq.
         Andrew L. Magaziner, Esq.
         Travis G. Buchanan, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253

              - and -

         Mark L. Prager, Esq.
         Michael J. Small, Esq.
         Emil P. Khatchatourian, Esq.
         FOLEY & LARDNER LLP
         321 North Clark Street, Suite 2800
         Chicago, IL 60654-5313
         Tel: (312) 832-4500
         Fax: (312) 832-4700

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP,
and Foley & Lardner LLP as counsel; The Keystone Group, as
financial advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.


UPH HOLDINGS: Court Approves Settlement with RiverRock Systems
--------------------------------------------------------------
Bankruptcy Judge Tony M. Davis authorized and approved the
settlement dated April 10, 2014, between UPH Holdings, Inc., et
al., and RiverRock Systems, Ltd. for the resolution of issues in
Adversary Proceeding No. 13-01174.

On Dec. 18, 2013, the Debtors filed their complaint against
RiverRock seeking recovery pursuant to Section 547 of the
Bankruptcy Code.  The Debtors alleged that the defendant had
received the total of $116,910, and also requested an award of
attorneys' fees and costs associated with the action, and that the
amount owed was recoverable by the Debtors pursuant to Sections
547 and 550 of the Bankruptcy Code.

In addition, the defendant asserted a claim for an administrative
expense of not less than $148,843, to which the Debtors filed
their objection to request and claim of RiverRock Systems for
payment of administrative expense claim.

The settlement agreement provides generally that the defendant
will withdraw its request for administrative expense claim, which
asserted a claim for not less than $148,843, and that the
defendant will file a notice of withdrawal of its administrative
claim.  The settlement agreement further provides that the
defendant will make a settlement payment to the Debtors in the
amount of $15,000.

The settlement agreement also provides that the Debtors, in
exchange for the notice of withdrawal and for the settlement
payment, will dismiss the complaint.

The Debtor is represented by:

         Patricia B. Tomasco, Esq.
         Jennifer F. Wertz, Esq.
         JACKSON WALKER L.L.P.
         100 Congress Ave., Suite 1100
         Austin, TX 78701
         Tel: (512) 236-2076
         Fax: (512) 691-4438
         E-mails: ptomasco@jw.com
                  jwertz@jw.com

                        About UPH Holdings

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-10570) on March 28,
2013.  Judge Tony M. Davis oversees the case.  Jennifer Francine
Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker,
L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC serves as
financial advisors.  UPH Holdings disclosed $26,917,341 in assets
and $19,705,805 in liabilities as of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.


USEC INC: Hires Capital Recovery Group as Auctioneer
----------------------------------------------------
USEC Inc. asks the U.S. Bankruptcy Court for:

     -- permission to employ Capital Recovery Group LLC
        as auctioneer for the sale of certain personal
        property; and

     -- approval of the sale of the properties by auction.

The assets to be sold will include but not limited to the
equipment and materials in Hunstville and Piketon.

USEC and the Auctioneer have set an expense threshold of $250,000
for the costs associated with the advertising, marketing,
promotion, inventory, lotting, sales and supervision of the
removal of assets.

The Auctioneer will receive a commission equal to 10% of the total
gross sale proceeds of the assets.

William J. Firestone, president of Capital Recovery Group, attests
that it is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

     William J. Firestone
     CAPITAL RECOVERY GROUP LLC
     1654 King Street
     Enfield, CT 06082
     Telephone: 860-623-9060
     Toll free: 800-300-6852
     Fax: 860-623-9160
     E-mail: wfirestone@crgauction.com

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


WEST TEXAS GAUR: Can Hire Bracewell & Giuliani as Attorneys
-----------------------------------------------------------
West Texas Guar Inc. sought and obtained permission to employ
Bracewell & Giuliani LLP as attorneys.

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

The firm's rates are:

      Professional                   Rate
      ------------                   ----
      Partners                 $605-$780 per hour
      Associates               $300-$435 per hour
      Paralegals               $235 per hour

                     About West Texas Guar

Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March
14, 2014, against West Texas Guar Inc.  The farmers claim they are
owed nearly $4 million for seed they've delivered on the 2013
harvest but haven't been paid for.  Guar is a seed crop that has a
variety of uses in human and animal food production, textiles and
fracking for oil and gas wells.

Judge Robert L. Jones oversees the case.  The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.

WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas.


XTREME POWER: Sale of Assets to Younicos Approved
-------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas, on April 11, authorized Xtreme Power,
Inc., et al., to sell substantially all of their assets to
Younicos, Inc., for $14 million.  The Court also authorized the
sale of certain assets free and clear of encumbrances to First
Wind Holdings, LLC, for approximately $110,400.

To recall, the Debtors intended to sell their assets to Horizon
Technology Finance Corporation under a credit of the Debtors' pre-
and postpetition financing up to $2.5 million.  At an auction, the
Debtors declared Shared Investments VI Inc. as the successful
bidder with a $12 million bid but the Court reopened the auction
and allowed Younicos to bid, with Younicos emerging as the highest
bidder at an auction, besting Shared Investments.  Shared
Investments filed a motion for reconsideration, which was objected
to by the Official Committee of Unsecured Creditors.  The motion
for reconsideration was denied by the Court.

As ordered by the Court at the hearing on April 7, a $200,000
break-up fee paid from the sales proceeds will be paid to Shared
Investments VI, Inc., with the understanding that Shared
Investments agrees to not appeal nor otherwise contest the Court?s
Orders approving the Section 363 sale to Younicos.  In addition to
the $200,000 break-up fee, the Debtors will also refund Shared
Investments' security deposit of $1.12 million.

The Debtors are represented by Shelby A. Jordan, Esq., at Jordan,
Hyden, Womble, Culbreth & Holzer, P.C., in Austin, Texas; and
Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth &
Holzer, P.C., in Corpus Christi, Texas.

Younicos is represented by John Simon, Esq., and Omar Lucia, Esq.,
at Foley & Lardner LLP, in Detroit, Michigan.

Shared Investments is represented by Sabrina L. Streusand, Esq.,
and Richard D. Villa, Esq., at Streusand, Landon & Ozburn, LLP, in
Austin, Texas.

Horizon Technology is represented by A. Lee Hogewood, III, Esq.,
at K&L Gates LLP, in Raleigh, North Carolina.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP.  The
Committee tapped Baker Botts L.L.P. as special counsel.


XTREME POWER: Hurdles Objections to Bonus Payments
--------------------------------------------------
Xtreme Power Inc., et al., hurdled objections to their proposed
bonus payments to employees and executives when Judge H.
Christopher Mott of the U.S. Bankruptcy Court for the Western
District of Texas, Austin Division, authorized them to implement
the proposed Employee Incentive Plan and proposed Senior
Management Incentive Plan.

The Employee Incentive Plan is built into the DIP Facility budget
as previously approved by the Court for all employees who remain
in their positions through the closing of a sale resulting from
the auction and which provides a single payment based on one two-
week pay period of base salary, not to exceed $109,000.00,
provided that, Alan Gotcher, the chief executive officer, and Ken
Hashman, the chief financial officer, are not entitled to any
compensation under the Employee Incentive Plan.

The Senior Management Incentive Plan entitles Messrs. Gotcher and
Hashman 1% of the proceeds of a sale resulting from the Auction up
to a maximum of $100,000, with the source of funding solely from
proceeds at Closing of a successful Auction Sale.

All consideration paid under the Senior Management Incentive Plan
will be paid by Horizon Technology Finance Corporation as a
reduction in the amount of its prepetition secured claim.  Due to
the agreement by Horizon Technology to fund all amounts due under
the Senior Management Incentive Plan, those payments are not
administrative claims being paid by the estate.

The Debtors sought to implement the incentive plans to maintain
their business operations and to preserve and maximize value for
their estate, which is dependent upon the continued employment,
active participation, and dedication of their valued employees.

Judge Mott overruled the objections raised by the Judy A. Robbuns,
U.S. Trustee for Region 7, and the City of Austin Police
Retirement System.  The Austin Police complained that Section 503
of the Bankruptcy Code prohibits compensation to the senior
management under either of the originally proposed incentive
plans, and prohibits transfers made to insiders of the Debtors.
The Austin Police adds that the Debtors cited an incomplete
analysis of how to determine the propriety of payments to
insiders, leaving out the fact that they are arguing an exception
to a general prohibition.  The U.S. Trustee objected to the
expedited request for approval of the plans, and argued that all
creditors and committees should have the opportunity to present
their views on the plan before the Court grants them.

The Debtors are represented by Shelby A. Jordan, Esq., at Jordan,
Hyden, Womble, Culbreth & Holzer, P.C., in Austin, Texas;
Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth &
Holzer, P.C., in Corpus Christi, Texas; and Antonio Ortiz, Esq.,
at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in Brownsville,
Texas.

The U.S. Trustee is represented by Deborah A. Bynum, Esq. --
Deborah.A.Bynum@usdoj.gov -- Trial Attorney, in Austin, Texas.

The Austin Police is represented by Robert E. Tarcza, Esq., and
Walter H. Tarcza, Esq., at Tarcza & Associates, LLC, in New
Orleans, Louisiana.

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP.  The
Committee tapped Baker Botts L.L.P. as special counsel.


YMCA OF MILWAUKEE: Files to Downsize and Reduce Debt
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the YMCA of Metropolitan Milwaukee, with more than
100,000 members using its centers and camps, filed a petition for
Chapter 11 protection in Milwaukee to implement a restructuring
plan that reduces debt by selling some facilities to YMCAs in
surrounding communities.

According to the report, citing a June 4 statement, the Milwaukee
YMCA intends to sell the majority of its owned real estate to pay
down debt and operate primarily at leased, restricted or gifted
centers.  The Milwaukee YMCA already has letters of intent from
Central Waukesha County and Kettle Moraine YMCAs to buy facilities
it now owns, the report said.

The case is In re Young Men's Christian Association of
Metropolitan Milwaukee Inc., 14-bk-27174, U.S. Bankruptcy Court,
Eastern District of Wisconsin (Milwaukee).


YMCA OF MILWAUKEE: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.
     ------                                      --------
     The Young Men's Christian Association of    14-27174
     Metropolitan Milwaukee, Inc.
     161 West Wisconsin Avenue, Suite 4000
     Milwaukee, WI 53203

     YMCA Youth Leadership Academy, Inc.         14-27175
     161 West Wisconsin Avenue, Suite 4000
     Milwaukee, WI 53203

Type of Business: A non-profit committed to strengthening
                  communities through youth development, healthy
                  living and social responsibility.

Chapter 11 Petition Date: June 4, 2014

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Hon. Susan V. Kelley

Debtor's Counsel: Mark L. Metz, Esq.
                  LEVERSON & METZ, S.C.
                  225 E. Mason St., Suite 100
                  Milwaukee, WI 53202
                  Tel: 414-271-8502
                  Fax: 414-271-8504
                  Email: mlm@levmetz.com

                    - and -

                  Olivier H. Reiher, Esq.
                  LEVERSON & METZ, S.C.
                  225 E. Mason Street, Suite 100
                  Milwaukee, WI 53202
                  Tel: 414-271-1992
                  Email: ohr@levmetz.com

                                   Estimated     Estimatedd
                                     Assets      Liabilities
                                   -----------   -----------
The Young Men's Christian          $10MM-$50MM   $10MM-$50MM
YMCA Youth Leadership              $100K-$500K   $100K-$500K

The petitions were signed by Julie A. Tolan, chief executive
officer.

List of YMCA Milwaukee's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
2 Story Creative                   Trade Debt        $47,816

Carrico Aquatic Resources Inc.     Trade Debt        $18,495

Central Office Systems             Trade Debt        $20,083

Clear Channel Outdoor Inc          Trade Debt        $60,000

CSI Media, LLC                     Trade Debt        $18,127

Jennifer Coppersmith               Trade Debt        $19,275

JM Brennan Inc                     Trade Debt        $17,198

Journal Sentinel Inc               Trade Debt        $36,037

L & A Crystal Services, LLC        Trade Debt       $117,990

Merchants Automotive Group         Trade Debt        $37,660

Moegenburg Research Inc            Trade Debt        $32,000

Pieper Electric Inc                Trade Debt        $19,086

Postmaster                         Trade Debt        $35,000

PromoLux, Inc                      Trade Debt        $22,176

Simplex Grinnell                   Trade Debt        $28,471

Sysco Food Services of             Trade Debt        $32,224

The Marek Group                    Trade Debt        $30,834

United Healthcare Insurance        Insurance        $162,847
Company                            Premiums

US Bank, N.A.                      Bond Trustee  $24,205,000
777 E Wisconsin Ave
Milwaukee, WI 53202

Wipfli LLP                         Trade Debt        $47,500


* Todd Slotkin Joins Alvarez & Marsal as A&M Global Head
--------------------------------------------------------
Todd Slotkin, a veteran financial executive, has been named
Managing Director and Global Head of Alvarez & Marsal Asset
Management Services, LLC, a newly-created business established to
support a range of organizations in preserving, enhancing and
marketing asset classes including loan portfolios, real estate and
investments, among others.  Alvarez & Marsal Asset Management
Services, LLC is an independent affiliate of Alvarez & Marsal
Holdings, a global professional services firm with a 30-year track
record of maximizing asset value in connection with scores of
business transformations. Elizabeth LaPuma, a Managing Director
with Alvarez & Marsal and a former senior investment banker, joins
Mr. Slotkin to build A&M's asset management services on a
worldwide basis.  Both are based in New York.

"For decades, A&M has been involved in asset management in
connection with the nature of our work to maximize value for
stakeholders, bringing extensive and proven experience and
credibility across the banking and financial services sectors,"
said Bryan Marsal, Co-CEO of Alvarez & Marsal.  "The formation of
this dedicated group is a natural evolution of this expertise and
fills a growing need in the marketplace created by the rapidly
changing global financial and regulatory landscapes.

"Todd brings more than four decades of experience with major
financial institutions and global private equity investors, having
led transactions including acquisitions, corporate finance, loan
syndication, buy- and sell-side M&A, asset and portfolio
management and value creation," he added.  "We are delighted to
welcome Todd Slotkin to our global family of professionals and
businesses, and look forward to his leadership of our asset
management business for the benefit of stakeholders around the
world."

Prior to joining A&M, Mr. Slotkin was Co-Founder and Managing
Partner of Newton Pointe Partners, advising both private equity
groups and management teams on acquisitions, divestitures and
restructurings.

Previously, Mr. Slotkin managed the $4 billion portfolio of Irving
Place Capital Partners, a private equity firm based in New York.
He served as Executive Vice President and Chief Financial Officer
for MacAndrews & Forbes Holdings, Inc., a private holding company,
where he executed more than 15 material acquisitions and
divestitures.  He was also the Chief Financial Officer for eight
years of M&F Worldwide (formerly NYSE-MFW).  In addition to his
corporate finance responsibilities at MacAndrews & Forbes, he
oversaw all operating company CFOs for finance, operations and
strategies in enterprises ranging from consumer products (Coleman,
Revlon), film and entertainment (Panavision, Deluxe) to biotech
(TransTech Pharma, Siga), defense (AM General), financial
institutions and services (CalFed, Harlan Clarke) and security
guard services (Allied-Barton).

For more than 17 years earlier in his career, Mr. Slotkin worked
at Citigroup (Citicorp).  He served as Senior Managing Director of
the Global Finance Sector, running Citigroup's non-investment
grade corporate finance businesses in Japan, Europe and North
America.  Previously, he served as Division Head of Leveraged
Capital.  He built and led the Leveraged Capital Group and also
served as its strategic planner and Senior Credit Officer.  He
developed a buy / sell model for Citi's leveraged buyout business
which enabled Citi to underwrite and lead over $50 billion of
syndicated credits.

Currently, Mr. Slotkin serves on the boards of the Apollo Tactical
Income Fund (NYSE-AIF), Apollo Senior Floating Rate Fund (NYSE-
AFT) and CBIZ, Inc. (NYSE-CBZ).  He previously held directorships
with Martha Stewart Living Omnimedia, Allied Security Holdings,
TransTech Pharma and California Federal Bank.  He serves as chair
of Food Allergy Research & Education (FARE), a non-profit
organization that funds clinics and education while focusing on
research to cure food allergies.  Mr. Slotkin earned MBA and
undergraduate degrees from Cornell University.

A&M Managing Director Elizabeth LaPuma brings more than 15 years
of investment banking experience in financial institution
structuring, valuation and M&A. She has been involved in landmark
financial institution transactions and assignments around the
globe.  Prior to joining A&M, she worked with BlackRock Financial
Markets Advisory Group, where she was part of initiating the
group's client coverage model with responsibility for more than 30
of the largest financial institutions, including banks, insurance
companies, private equity, hedge funds, specialty finance
companies and financial regulators.  In a leadership capacity she
evaluated asset portfolios of the largest Greek banks on behalf of
the IMF, ECB and EU, with primary responsibility for coverage of
the largest banks.  She also advised a group of 15 major financial
institutions in claims against a monoline insurer as part of the
multi-year restructuring of the public insurer among other
projects.  Earlier in her career, she worked at Lazard Freres &
Co. in its financial institutions and restructuring groups.
During the financial crisis, she worked on three of the ten
largest bankruptcies.  A graduate of the University of
Pennsylvania, she holds an MBA from the Wharton School of
Business.

A&M's announcement follows decades of successful asset management
assignments, including A&M's oversight of the historic wind-down
of Lehman Brothers Holdings Inc. -- a precedent-setting case in
which A&M successfully managed and maximized the value of
commercial real estate, residential mortgages, private equity and
principal investments, corporate loans, derivatives and other
long-term distressed and illiquid assets.

Alvarez & Marsal Asset Management Services, LLC is an independent
affiliate of Alvarez & Marsal Holdings, a global professional
services firm with a proven track record of maximizing asset value
in connection with scores of business transformations.

Privately-held since 1983, Alvarez & Marsal --
http://www.alvarezandmarsal.com-- delivers performance
improvement, turnaround management and business advisory services
to organizations seeking to transform operations, catapult growth
and accelerate results through decisive action.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.beardbooks.com/beardbooks/risk_uncertainty_and_profit.html

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                             *********

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 ***