TCR_Public/140610.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 10, 2014, Vol. 18, No. 159

                            Headlines

38 STUDIOS: Deposition of Ex-RI House Speaker Okayed in Row
ALLIED IRISH: CFO Mark Bourne Appointed to Board May 29
ALTA MESA: Moody's Affirms 'B2' CFR & Revises Outlook to Negative
ANESTHESIA HEALTHCARE: Hires Theodore Stapleton as Counsel
ARIZONA CHEMICAL: S&P Retains 'B+' CCR After Proposed Debt Resize

AURORA DIAGNOSTICS: Has Deal to Acquire Mid-Atlantic Pathology
AUXILIUM PHARMACEUTICALS: FDA Grants Final Approval of Vogelxo
BERRY PLASTICS: Closes Secondary Offering of 10MM Common Shares
BION ENVIRONMENTAL: Technology Reviewed by USDA Panel
BLOOM TRANSPORTATION: Voluntary Chapter 11 Case Summary

BMT-NW ACQUISITION: June 20 Bid Deadline for Steel Tank Equipment
BROOKSTONE HOLDINGS: Chinese Joint Venture to Buy Assets
BROWNIE'S MARINE: Technical Manager Reports 17% Equity Stake
BUCCANEER RESOURCES: Section 341(a) Meeting Set on July 1
BUDD COMPANY: Conway Mackenzie's Charles Moore Approved as CRO

CATASYS INC: David Smith Holds 32.8% Equity Stake
CAESARS ENTERTAINMENT: Unit Extends Tender Offer Expiration
CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Rating & Removes From Watch
CLAIRE'S STORES: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
CLEAR CHANNEL: Assumes Obligations Under 10% Senior Notes

COATES INTERNATIONAL: CEO Converts $369,726 Notes to Equity
COLDWATER CREEK: Landlords Balk At Lease Sale Timeline
CONTOURGLOBAL POWER: S&P Assigns 'BB-' Rating to $400MM Sr. Notes
D'IMPERIO'S RESTAURANT: Selling Restaurant Equipment for $145,000
DEMCO INC: Files Amended Schedules of Assets and Liabilities

DIOCESE OF HELENA: Adequate Protection Stipulation Approved
DIOCESE OF HELENA: Court Denies Ursuline's Bid for Stay Relief
DOLPHIN DIGITAL: BDO USA Replaces Crowe Horwath as Accountants
E*TRADE FINANCIAL: Moody's Hikes Senior Debt Rating to 'B1'
EARL GAUDIO: Authorized to Auction Personal Property and Vehicles

EDENOR SA: Securities to Trade on "Reduced Trading Panel"
ENDEAVOUR INTERNATIONAL: To Issue 2.1 Million Shares Under Plan
ENERGY FUTURE: Court Approves 1st Lien Notes Settlement
ENERGY FUTURE: Wants to Hire Filsinger Energy as Consultant
ENERGY FUTURE: Hires Evercore Group as Investment Banker

ENERGY FUTURE: Taps KPMG as Accounting and Tax Advisors
ENERGY FUTURE: Hires Thompson & Knight as Tax Counsel
EPL OIL: S&P Raises Corp. Credit Rating to B+; Off Watch Positive
EVANS & SUTHERLAND: Wisc. Investment Board No Longer a Holder
FISKER AUTOMOTIVE: Judge Clears Creditors to Vote on Plan

FREEDOM INDUSTRIES: Planning Demolition of Spill Site
FTE NETWORKS: John Klumpp Appointed to Board of Directors
GANNETT CO: S&P Raises CCR to 'BB+' on Successful Belo Integration
GATES GLOBAL: S&P Assigns 'B+' CCR Following LBO Transaction
GENERAL MOTORS: Ignition Recall No Impact on Moody's Ba1 Rating

GENERAL MOTORS: Holders Seek Recall Cost Estimate
GENIUS BRANDS: Iroquois Capital Reports 5.8% Equity Stake
GGW BRANDS: Trustee Wants Founder Held In Contempt
GSE ENVIRONMENTAL: $45M Bankruptcy Loan Has Final Approval
GULF COLORADO: Chapter 11 Case Dismissed

HAMPTON ROADS: Chief Operating Officer to Quit in September
HARBINGER GROUP: Fitch Affirms 'B' IDR & Revises Outlook to Pos.
HDOS ENTERPRISES: Court Okays Littler Mendelson as Labor Counsel
HDOS ENTERPRISES: Greenberg Traurig Approved as ESOP Counsel
HDOS ENTERPRISES: Hires Kacvinsky Daisak as IP Counsel

HOUSTON REGIONAL: Comcast Wants Dist. Court to Hear Astros Suit
HOVNANIAN ENTERPRISES: Incurs $7.9-Mil. Net Loss in 2nd Quarter
INFINIA CORP: Plan of Liquidation Declared Effective
INT'L FOREIGN EXCHANGE: Has Until Aug. 12 to File Liquidating Plan
IOWA GAMING: Bankruptcy Hearing Could Delay Argosy Casino Closure

LATEX FOAM: Section 341(a) Meeting Scheduled for June 30
LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'B+'; Outlook Stable
LOUDOUN HEIGHTS: Court Cancels Hearing on FBJ Employment Bid
LOUDOUN HEIGHTS: Thorne Consultants Approved as Appraiser
MARYLAND LUMBER: Case Summary & 20 Top Unsecured Creditors

MEN'S WEARHOUSE: Moody's Assigns B2 Rating on $600MM Senior Notes
MEN'S WEARHOUSE: S&P Rates Proposed $600MM Unsecured Notes 'B-'
MGM RESORTS: Stockholders Elected 11 Directors
MONTANA ELECTRIC: Confirmation Hearing Set for June 13
MOONLIGHT APARTMENTS: Receiver Wants Deal with Greystar Approved

MORGANS HOTEL: Derivative Action Settlement Approval Hearing Set
MOUNTAIN PROVINCE: Dermot Desmond Plans to Sell 2MM Shares
MT LAUREL LODGING: Has Until July 2 to Propose Chapter 11 Plan
NEWLEAD HOLDINGS: MGP Seeks Add'l 11 Million Settlement Shares
OVERSEAS SHIPHOLDING: July 11 Class Action Deal Objection Deadline

PAKAT GROUP: Case Summary & 20 Largest Unsecured Creditors
PETTIT OIL: Sale of Remaining Assets Approved
PHILADELPHIA SD: Moody's Puts 'Ba2' GO Rating on Review
PITTSBURG, CA: Fitch Affirms 'BB-' Rating on $245.4MM Sub. TABs
PROSPECT SQUARE: Plan Outline Approval Hearing Reset to June 30

QUALTEQ INC: Cases Consolidated for Purposes of UST Fees Payment
QUANTUM CORP: Incurs $21.5 Million Net Loss in Fiscal 2014
QUIKSILVER INC: Moody's Affirms B3 CFR & Alters Outlook to Neg.
RICEBRAN TECHNOLOGIES: To Sell $30 Million of Securities
RICEBRAN TECHNOLOGIES: Authorized Common Shares Hiked to 25MM

SANDBURG MALL: Voluntary Chapter 11 Case Summary
SEADRILL PARTNERS: Moody's Affirms Ba3 Corp. Family Rating
SINCLAIR BROADCAST: Seven Directors Elected at Annual Meeting
STERLING MID-HOLDINGS: S&P Assigns 'B' ICR; Outlook Negative
TEMPEL STEEL: S&P Revises Outlook to Stable & Affirms CCC+ Rating

TGI FRIDAYS: S&P Assigns 'B+' CCR; Outlook Negative
THORCO INC.: Case Summary & 2 Largest Unsecured Creditors
TRIVIAL DEVELOPMENT: Case Summary & 19 Top Unsecured Creditors
UNIVERSAL COOPERATIVES: 7-Member Committee Named
VERIFONE INC: Moody's Rates Proposed $1.2BB First Lien Debt 'Ba3'

VERIFONE INC: S&P Rates $1.2BB Secured Credit Facilities 'BB'
VICTORY ENERGY: Hires Fred Smith as New CFO
VILLAGE AT KNAPP'S: Case Converted to Chapter 7
WAFERGEN BIO-SYSTEMS: To Offer 3 Million Shares Under Plan
WALDMAN DIAMOND: Initiates Ch. 11 After Bank Leumi Legal Action

WALKER LAND: Wins Approval to Enter Into Various Loan Agreements
WALKER LAND: Gets Final OK to Use Cash Collateral Until Jan. 2015
WALKER LAND: Insurance Premium Finance Deal Wins Court Approval
WESTMINSTER MANOR: Fitch Affirms 'BB+' Rating on $64.62MM Bonds
XTREME POWER: Gets Court Approval to Reject License Agreements

XTREME POWER: Former Employees to Manage Post-Sale Operations
ZALE CORP: Z Investment No Longer a Shareholder

* District of Maine Needs Chapter 7 Trustees
* Rochester, NY Bankruptcy Filings Continue to Drop

* Fannie, Freddie Sued over Massachusetts Foreclosure Law
* Cash Deals for Homes Reach Record with Boomers Retiring

* Foreign Mergers Expand Ranks at Big Law Firms

* Triax Capital Offers Custom-Tailored Financing Solutions

* Large Companies With Insolvent Balance Sheet


                             *********


38 STUDIOS: Deposition of Ex-RI House Speaker Okayed in Row
-----------------------------------------------------------
Law360 reported that a Rhode Island judge reportedly declined to
quash a subpoena for testimony from former state House Speaker
Gordon Fox, in a lawsuit over a taxpayer-backed $75 million loan
for former Major League Baseball ace Curt Schilling's now bankrupt
video game venture, 38 Studios LLC.

According to Law360, citing an Associated Press report, Judge
Michael Silverstein declined to quash defendant First Southwest
Co.'s deposition subpoena of Gordon.

The state filed the suit against Schilling, First Southwest, Wells
Fargo Securities LLC and others after Rhode Island's economic
development agency financed 38 Studios, which went bankrupt in
June 2012, the report related.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


ALLIED IRISH: CFO Mark Bourne Appointed to Board May 29
-------------------------------------------------------
Allied Irish Banks p.l.c. provided additional biographical
information in relation to Mark Bourke, chief financial officer
and executive director of the bank.  This information outlines
previous directorships held by Mr. Bourke in the past five years.
He is now no longer a director of these entities.  Mr. Bourke
joined AIB on May 7, 2014, and was formally appointed to the Board
on May 29, 2014.

Mr. Bourke joined AIB from IFG Group p.l.c., a financial services
firm that provides pension and investment administration and
advisory services in the UK and Ireland.  He was group chief
executive at IFG until April 2014 and was appointed to that role
in 2006 having joined IFG as Group Finance Director in 2000.

Mr. Bourke began his career at Price Waterhouse Coopers (PWC) in
1989 where, in 2000, he was made a partner in the firm
specialising in international taxation.  He is a member of the
Institute of Chartered Accountants Ireland (ICAI) and Institute of
Taxation in Ireland (AITI) and he was educated at University
College Dublin and Dublin City University.

Additional information is available for free at:

                        http://is.gd/ZBvFw8

                      About Allied Irish Banks

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

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

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

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

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

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

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


ALTA MESA: Moody's Affirms 'B2' CFR & Revises Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service changed Alta Mesa Holdings, LP's rating
outlook to negative. At the same time, Moody's affirmed Alta
Mesa's B2 Corporate Family Rating (CFR), B2-PD Probability of
Default Rating (PDR), B3 senior unsecured note rating, and SGL-3
Speculative Grade Liquidity Rating.

"Despite significant capital spending and considerable growth in
liquids production since 2011, Alta Mesa has not achieved the
scale or the level of cash flow that are comparable to other B2
rated E&P companies," commented Sajjad Alam, Moody's Analyst. "On
the contrary, heavy outspending over the past several years has
pushed leverage higher and the company has struggled to maintain
production and reserves. Overall production declined to 15,000
barrel of oil equivalent (boe) per day (pro forma for the Eagle
Ford asset sale) in 2013 from 19,000 boe per day in 2011 with
reserves declining 9% during that same period. Additionally, while
the sale of certain oily Eagle Ford assets in early 2014 will
temporarily improve liquidity and leverage, margins and cash flows
will shrink and Alta Mesa will face higher execution risk as it
shifts capital to the technologically challenging salt dome
reservoirs in Louisiana and mature and less prolific fields in
Oklahoma."

Issuer: Alta Mesa Holdings, LP

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior Unsecured Rating, B3 (LGD5-70%)

Speculative Grade Liquidity Rating, SGL-3

Outlook Action

Changed Outlook to Negative from Stable

Ratings Rationale

The B2 CFR reflects Alta Mesa's high leverage, significant
execution and funding risk surrounding its plan to rapidly grow
production in the Sooner Trend where the company has drilled a
limited number of wells to date, and large projected negative free
cash flow through 2015. The rating is also negatively impacted by
the recapitalization of Alta Mesa Investment Holdings, Inc. (AMIH,
unrated) with debt and preferred equity from Highbridge Principal
Strategies, LLC, which replaced the prior equity interest of
Denham Capital. While the high coupon debt and preferred shares at
AMIH can be paid in kind, do not have a claim on cash flows from
Alta Mesa and is subordinated to Alta Mesa's debt, it raises the
complexity of the corporate family and could incentivize
management to become more aggressive to retain full ownership
interest in the company. The B2 rating is supported by Alta Mesa's
improving cash margins, which have grown in recent years through
the transition to liquids-rich properties, meaningful oily acreage
in Oklahoma and Louisiana that could potentially drive further oil
production growth and margin expansion, and its track record of
hedging a sizeable portion of its forward production.

Alta Mesa's leverage as measured by debt to average daily
production and debt to proved developed reserves were $44,000 per
boe and $22 per boe, respectively as of March 31, 2014. If Moody's
consolidate the $200 million in senior notes outstanding at AMIH,
these leverage metrics jump to $57,000 and $29, respectively.
Without a strong improving trend in these metrics, Alta Mesa's
ratings will remain under pressure.

The SGL-3 reflects Moody's view of adequate liquidity through mid-
2015. At March 31, 2014, Alta Mesa had around $7 million of cash
and as of May 13, 2014 the company had $63 million in available
borrowing capacity under its $285 million borrowing base revolving
credit facility. While Moody's believe funds from operations, cash
on hand and revolver availability will cover sustaining capital
expenditures and working capital requirements through mid-2015,
additional external funding will be needed to fund the full
capital program if production results are less than forecast. The
company can opt to slow down spending if liquidity tightens given
its operational control over a large portion of it capital budget.
The credit facility expires on May 23, 2016 and has three
financial covenants - a maximum debt to EBITDAX of 4.0x, a minimum
EBITDAX to interest of 3.0x, and a minimum current ratio of 1.0x.
There is sufficient headroom under the covenants that should allow
compliance through mid-2015. Substantially all of the
partnership's assets are pledged as collateral for the revolving
credit facility. As such, Alta Mesa's ability to raise alternate
liquidity is limited.

The negative outlook reflects the execution and funding risks in
developing the Oklahoma properties and the likelihood of elevated
leverage over a protracted period. A downgrade is likely if
liquidity tightens considerably or leverage continues to increase.
Moody's would downgrade the CFR to B3 if the company has less than
$40 million of total liquidity (cash plus revolver availability),
struggles to sustain production above 15,000 boe per day or is
unable to hold the debt to retained cash flow ratio above 20%.
Given the current negative trends, a positive rating action is
unlikely in 2014. However, longer term, Moody's would consider an
upgrade if Alta Mesa's production grows to over 35,000 boe per
day, achieves a retained cash flow to debt ratio of about 35%, and
significantly reduces its negative free cash flow.

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

Alta Mesa Holdings, LP is a privately owned independent E&P
company headquartered in Houston, Texas. The company's operations
are primarily in Oklahoma and Louisiana.


ANESTHESIA HEALTHCARE: Hires Theodore Stapleton as Counsel
----------------------------------------------------------
Anesthesia Healthcare Partners, Inc. and its debtor-affiliates ask
for authorization from the U.S. Bankruptcy Court for the Northern
District of Georgia to employ Theodore N. Stapleton, P.C. as
counsel.

The Debtors require TNS to:

   (a) represent the Debtors with respect to the Debtors' "first
       Day" motions;

   (b) advise the Debtors generally regarding matters of
       bankruptcy law, including, but not limited to, the rights,
       each, obligations, and remedies of the Debtors as Debtors-
       in-possession, both with regard to its assets and with
       respect to the claims of their creditors;

   (c) prepare and assist in the preparation of pleadings,
       exhibits, applications, reports, and accounting in
       connection with the Debtors' schedules, and other documents
       necessary to the administration of these proceedings as
       required by the Bankruptcy Code, the Federal Rules of
       Bankruptcy Procedure, the local rules of this Court, in the
       requirements of the U.S. Trustee's Office;

   (d) investigate, analyze and evaluate potential claims of the
       estates, including claims for recovery of avoidable
       transfers under the Bankruptcy Code;

   (e) advise the Debtors concerning Chapter 11 plans and
       alternatives thereto;

   (f) represent the Debtors at hearings and conferences with
       regard to administration of these cases and any of the
       foregoing matters and prepare pleadings and papers in
       connection therewith; and

   (g) represent and assist the Debtors with regard to any and all
       other matters relating to administration of the cases.

Subject to the Court's approval, the Debtors desire to employ TNS
at its customary hourly rates in effect on the date the services
are rendered on behalf of the Debtors and to be liable for all
fees and expenses incurred by the Debtors to TNS.

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

Theodore N. Stapleton of TNS, 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.

TNS can be reached at:

       Theodore N. Stapleton, Esq.
       THEODORE N. STAPLETON, P.C.
       Suite 100-B, 2802 Paces Ferry Road
       Atlanta, GA, 30339
       Tel: (770) 436-3334
       E-mail: tstaple@tstaple.com

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

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


ARIZONA CHEMICAL: S&P Retains 'B+' CCR After Proposed Debt Resize
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.-
based pine chemicals producer Arizona Chemical Holdings Corp. are
not affected by the company's decision to resize the proposed
first-lien and second-lien credit facilities issued by its
subsidiary AZ Chem US Inc.  The company plans to upsize its
proposed first-lien term loan facility to $730 million from $675
million and to downsize its second-lien term loan to $150 million
from $205 million.  The shift of $55 million is leverage neutral
and does not affect the 'B+' corporate credit rating or stable
outlook.

Issue and recovery ratings also remain unchanged.  On May 22,
2014, S&P assigned its 'BB-' issue rating and '2' recovery rating
to the proposed first-lien senior secured credit facilities,
indicating S&P's expectation for substantial recovery (70% to 90%)
in the event of a payment default.  S&P also assigned its 'B-'
issue-level rating and '6' recovery rating to the company's
proposed second-lien term loan facility, indicating S&P's
expectation of negligible recovery (0% to 10%) in the event of a
payment default.

RATINGS LIST

Ratings Unchanged

Arizona Chemical Holdings Corp.
Corporate Credit Rating                 B+/Stable/--

AZ Chem US Inc.
Senior Secured
  2nd lien term bank ln due 2022        B-
   Recovery Rating                      6
  Revolving bank ln due 2019            BB-
   Recovery Rating                      2
  1st lien term bank ln due 2021        BB-
   Recovery Rating                      2


AURORA DIAGNOSTICS: Has Deal to Acquire Mid-Atlantic Pathology
--------------------------------------------------------------
Aurora Diagnostics has entered into an agreement to acquire Mid-
Atlantic Pathology Services, Inc.  Headquartered in Sterling,
Virginia, Mid-Atlantic Pathology Services (MAPS) is a highly
specialized Dermatopathology lab with a strong regional business
with emphasis on Northern Virginia, Maryland, and the greater
Washington DC areas.  Terms of the transaction were not disclosed.

As a Dermatopathology lab, MAPS pathologists provide diagnostic
and consultative evaluations of all skin diseases, with special
expertise in melanocytic lesions, non-melanocytic tumors of the
skin, bullous diseases, and inflammatory conditions of skin, scalp
and nails.  MAPS, with its personalized and innovative methods and
procedures, has gained the confidence of dermatology practices
throughout the Mid-Atlantic Region for the past 19 years.

"Both MAPS and Aurora Diagnostics believe strongly in the
importance of referring physician relationships in pathology,
making this an excellent fit, and we are very pleased to join the
Aurora family of labs," said Dr. Eva L. Mikhail, founder and
president of MAPS.

"Our pathologists provide timely, accurate and personalized
consultative services that help referring physicians develop
effective treatment plans for their patients, which involves a
great deal of trust and is highly valued," said Dr. Sonia Kheir,
Director of Dermatopathology for MAPS.

"Like MAPS, Aurora Diagnostics is recognized for the quality of
the pathology services its 19 regional labs provide to their
clients and for the close professional relationships its
pathologists maintain with them," said Daniel D. Crowley, chief
executive officer of Aurora Diagnostics.  "MAPS is a respected
regional organization that shares our commitment to quality and
service, and we welcome their physicians and employees to the
growing Aurora Diagnostics family.  As the nation's leading
operator of high quality regional pathology labs, we are a natural
fit for regional labs that want a corporate home in this time of
industry consolidation.  Our strategy is to pursue synergistic and
accretive transactions, and we believe there is a robust pipeline
of such opportunities."

                       About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers. The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013. The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

Aurora Diagnostics reported a net loss of $73.01 million on
$248.16 million of net revenue for the year ended Dec. 31, 2013,
as compared with a net loss of $160.85 million on $277.88 million
of net revenue for the year ended Dec. 31, 2012.

The Company's balance sheet at March 31, 2014, showed $330.84
million in total assets, $389.78 million in total liabilities and
$58.93 million members' deficit.

                             *   *   *

As reported by the Troubled Company Reporter on Sept. 27, 2013,
Moody's Investors Service downgraded Aurora's Corporate Family
Rating to Caa2 from B3 and Probability of Default Rating to Caa2-
PD from B3-PD. Moody's also lowered the debt ratings of Aurora
Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC
(collectively Aurora). Concurrently, Moody's downgraded Aurora's
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The
outlook for the ratings remains negative.

The downgrade of the ratings reflects Moody's expectation that the
company will see continued difficulty in mitigating a significant
decline in revenue and EBITDA. This stems from a reduction in
Medicare reimbursement due to a decrease in rates and
sequestration, continued challenging volume growth trends and
threats of additional reimbursement reductions. This will
negatively impact the company's credit metrics, constrain Aurora's
ability to repay debt and pressure the company's liquidity
position. Moody's also has concerns about the sustainability of
the company's capital structure given its significant debt load
and related interest burden.

As reported by the TCR on Oct. 21, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aurora to 'CCC+'
from 'B-'.  "We downgraded the company because we believe 2014
Medicare payment rates, signaled by recent proposals from the
Centers for Medicare & Medicaid Services, are likely to be more
onerous than we previously expected," said Standard & Poor's
credit analyst Gail Hessol.  "In addition, we doubt Aurora's
ability to stem erosion of its competitive position and we expect
limited benefits from Aurora's cost reduction efforts.  Therefore,
we expect its EBITDA and discretionary cash flow to decline
significantly in 2014, compared with 2013."


AUXILIUM PHARMACEUTICALS: FDA Grants Final Approval of Vogelxo
--------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., disclosed that the U.S. Food and
Drug Administration granted final approval to Upsher-Smith
Laboratories, Inc.'s testosterone gel product, VogelxoTM.  As of
June 4, 2014, the Company is not aware of any rating having been
assigned by the FDA to USL's Vogelxo.  USL has indicated in its
public statements that it is now preparing to launch Vogelxo in
the near future.

                           About Auxilium

Auxilium Pharmaceuticals, Inc., is a fully integrated specialty
biopharmaceutical company with a focus on developing and
commercializing innovative products for specialist audiences.
With a broad range of first- and second-line products across
multiple indications, Auxilium is an emerging leader in the men's
healthcare area and has strategically expanded its product
portfolio and pipeline in orthopedics, dermatology and other
therapeutic areas.  Auxilium now has a broad portfolio of 12
approved products.  Among other products in the U.S., Auxilium
markets edex(R) (alprostadil for injection), an injectable
treatment for erectile dysfunction, Osbon ErecAid(R), the leading
device for aiding erectile dysfunction, STENDRATM (avanafil), an
oral erectile dysfunction therapy, Testim(R) (testosterone gel)
for the topical treatment of hypogonadism, TESTOPEL(R)
(testosterone pellets) a long-acting implantable testosterone
replacement therapy, XIAFLEX(R) (collagenase clostridium
histolyticum or CCH) for the treatment of Peyronie's disease and
XIAFLEX for the treatment of Dupuytren's contracture.  The Company
also has programs in Phase 2 clinical development for the
treatment of Frozen Shoulder syndrome and cellulite.  To learn
more, please visit www.Auxilium.com.

As of March 31, 2014, the Company had $1.19 billion in total
assets, $985.73 million in total liabilities and $210.14 million
in total stockholders' equity.

                            *   *    *

As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2.  "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.

In the May 6, 2014, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Auxilium
Pharmaceuticals Inc. to 'CCC' from 'B-'.  "Our rating action on
Auxilium is predicated on our assessment of its liquidity profile
as "weak" and our expectation that the company is likely to
deplete its liquidity sources over the next 12 months," said
credit analyst Maryna Kandrukhin.


BERRY PLASTICS: Closes Secondary Offering of 10MM Common Shares
---------------------------------------------------------------
Berry Plastics Group, Inc., completed a secondary offering of
10,000,000 shares of common stock by investment funds affiliated
with or managed by Apollo Global Management, LLC.  The Company did
not receive any of the proceeds from the Offering.  The Offering
was made pursuant to the Company's shelf registration statement on
Form S-3 (File No. 333-194030), filed with the U.S. Securities and
Exchange Commission on Feb. 19, 2014, as amended on May 5, 2014,
and related prospectus supplement dated June 2, 2014.

In connection with the Offering, the Company entered into an
Underwriting Agreement, dated June 2, 2014, by and among the
Company, Apollo Investment Fund V, L.P., Apollo Investment Fund
VI, L.P., Covalence Co-Investment Holdings LLC, Apollo V Covalence
Holdings, L.P., AP Berry Holdings L.P., BPC Co-Investment Holdings
LLC, and Goldman, Sachs & Co. as underwriter.  A copy of the
Underwriting Agreement is available for free at:

                        http://is.gd/rNEZb9

                        About Berry Plastics

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

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

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

                           *     *     *

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

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


BION ENVIRONMENTAL: Technology Reviewed by USDA Panel
-----------------------------------------------------
Bion Environmental Technologies, Inc.'s livestock waste treatment
technology (at the Kreider Farms dairy) has been reviewed and
qualified by US Department of Agriculture/Rural Development under
their Technical Assessment review process.

The USDA Technical Assessment program is the most rigorous of all
renewable energy project grant/subsidy review programs overseen by
USDA; it requires the inclusion of operating data, at scale, prior
to qualification.  The Technical Assessment must accompany
applications for funds available for federal loan guarantee
programs, such as the Biorefinery Assistance Program (7 CFR
4279.261) that provides loan guarantees up to $250 million for
"the development and construction of commercial-scale
biorefineries or for the retrofitting of existing facilities using
eligible technology for the development of advanced biofuels."

The USDA's technical review panel concluded in a letter issued to
Bion that:

   - "[Bion's] technology fits within the stated goals of USDA
     programs designed to capture renewable energy and generate
     valuable nutrient by-products while reducing the
     environmental impact of livestock operations."

   - "Review of Bion's Kreider Farm Technical Assessment has
     familiarized the USDA and its Technical Review Panel with
     Bion's general waste treatment approach, potentially
     accelerating the review process for any future applications
     Bion submits."

   - "This project is deemed to be functional, verifiable, and
     sufficiently advanced to qualify for USDA programmatic
     funding.  An official full application is encouraged by
     USDA."

Ed Schafer, former U.S. Secretary of Agriculture and Bion's
executive vice chairman, stated, "It is fitting that Bion achieved
this important milestone in the same week that USDA announced a
new $1.2 billion program under the Farm Bill to stimulate public-
private partnerships in agriculture to help deal with one of the
greatest water quality problems in the U.S. today: excess
nutrients."

New clean water strategies, such as Wisconsin's recently adopted
Clean Waters Healthy Economy Act, are being developed at the
federal and state levels to fund lower-cost nutrient solutions,
such as agriculture projects, instead of traditional high-cost
downstream infrastructure projects.  Bion's unique technology
platform can simultaneously produce renewable energy and other by-
products AND provide large-scale low-cost reductions at one of the
primary sources of nutrient pollution.

Mr. Schafer added, "We are pleased that USDA has acknowledged the
effectiveness of Bion's technology through its most rigorous
assessment program.  As new non-point source water treatment
strategies are implemented and funded, we anticipate substantial
project-specific funding needs.  We look forward to working with
USDA staff and their programs on those potential future projects."

                      About Bion Environmental

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

GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013.  The independent auditors noted that
the Company has not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.

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


BLOOM TRANSPORTATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                   Case No.
    ------                                   --------
    Bloom Transportation, LLC                14-12434
    PO Box 271200
    Oklahoma City, OK 73137

    Bloom Properties, LLC                    14-12435
    PO Box 271200
    Oklahoma City, OK 73137

    Bloom Dakotas, LLC                       14-12436

    Bloom Electric Services, LLC             14-12437

Chapter 11 Petition Date: June 8, 2014

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Debtors' Counsel: O. Clifton Gooding, Esq.
                  THE GOODING LAW FIRM, P.C.
                  650 City Place Building
                  204 N Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978
                  Fax: 405.948.0864
                  Email: cgooding@goodingfirm.com

                               Total      Total
                              Assets    Liabilties
                            ---------   ----------
Bloom Transportation, LLC    $1.33MM     $874,273
Bloom Properties, LLC        $4.19MM     $191,586

The petitions were signed by Richard Bloom, president.

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


BMT-NW ACQUISITION: June 20 Bid Deadline for Steel Tank Equipment
-----------------------------------------------------------------
Charles A. Stanziale, the bankruptcy trustee for BMT-NW
Acquisition LLC, is selling inventory and equipment used to design
and fabricate steel tanks.  The minimum bid is $1,656,800.  The
overbid deadline is June 20 at 1:00 p.m. (prevailing E.T.).  Sale
is "as is, where is", subject to higher and better offers and
bankruptcy court approval.  Complete bidding information and
documents may be obtained from:

     Jeff Testa
     jtesta@mccarter.com
     Tel: 973-639-7939

          - or -

     Linda Restivo
     lrestivo@mccarter.com
     973-848-8618

BMT-NW Acquisition, LLC, based in Elma, Wash., filed for Chapter 7
bankruptcy (Bankr. D. Del. Case No. 14-10302), on Feb. 14, 2014,
listing $1 million to $10 million in both assets and liabilities.
Judge Peter J. Walsh presides over the case.

The Debtor is represented by:

     Don A. Beskrone, Esq.
     ASHBY & GEDDES
     500 Delaware Avenue
     8th Floor, P.O. Box 1150
     Wilmington, DE 19899
     Tel: 302-654-1888
     Fax: 302-654-2067
     E-mail: dbeskrone@ashby-geddes.com


BROOKSTONE HOLDINGS: Chinese Joint Venture to Buy Assets
--------------------------------------------------------
Brookstone Holdings Corp., et al., notified the U.S. Bankruptcy
Court for the District of Delaware that at the conclusion of the
auction held on June 2, they selected Sailing Innovation (US) Inc.
as the winning bidder who submitted the winning bid for the right
to acquire the shares of the reorganized Debtors and serve as Plan
Sponsor.

A full-text copy of the Stock Purchase Agreement among Sailing
Innovation and the Debtors, dated June 5, 2014, is available
at http://bankrupt.com/misc/BHspa0605.pdf

According to Law360, two Chinese companies -- Sailing Capital and
conglomerate Sanpower -- teamed up to outbid Spencer Spirit
Holdings Inc.'s stalking horse offer for the Debtors, saying they
would pay more than $173 million for the company.  Brookstone said
in a company statement that Sailing offered a final purchase price
of $137.5 million, net of cash and assumed liabilities.  Spencer
previously offered $146 million for the Debtors, Law360 said.

The Debtors are required to pay a break-up fee in an amount equal
to $3.7 million and reimburse expenses in an amount equal to the
actual and documented out-of-pocket expenses of the stalking horse
purchaser up to a maximum amount of $500,000.

On June 5, a notice of appearance was filed on behalf of Sailing
Innovation by:

         Jeremy W. Ryan, Esq.
         R. Stephen McNeill, Esq.
         POTTER ANDERSON & CORROON LLP
         1313 North Market Street
         P.O. Box 950
         Wilmington, Delaware 19899-0951
         Tel: (302) 984-6000
         Fax: (302) 658-1192
         Email: jryan@potteranderson.com
                mcneill@potteranderson.com

            -- and --

         Matthew J. Williams, Esq.
         Rashida K. La Lande, Esq.
         Shira D. Weiner, Esq.
         GIBSON, DUNN & CRUTCHER LLP
         200 Park Avenue
         New York, New York 10166-1093
         Tel: (212) 351-4000
         Fax: (212) 351-4035
         Email: mjwilliams@gibsondunn.com
                rlalande@gibsondunn.com
                sweiner@gibsondunn.com

                    About Brookstone Holdings

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

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

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

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

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

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

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


BROWNIE'S MARINE: Technical Manager Reports 17% Equity Stake
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Alexander Purdon disclosed that as of May 28, 2014, he
beneficially owned 2,384,590 shares of common stock of
Brownie's Marine Group, Inc., representing 17.05 percent based
upon 13,986,924 shares of the Company's Common Stock outstanding
as of that date.  Mr. Purdon serves as technical manager of the
Company.  A full-text copy of the regulatory filing is available
for free at http://is.gd/ncTrnG

                      About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's Web site is
http://www.browniesmarinegroup.com/

Brownie's Marine reported a net loss of $788,286 in 2013, as
compared with a net loss of $2.01 million in 2012.  As of
March 31, 2014, the Company had $1.11 million in total assets,
$1.72 million in total liabilities and a $613,098 of total
stockholders' deficit.

                  Liquidity and Capital Resources

As of March 31, 2014, the Company had cash and current assets
(primarily consisting of inventory) of $1,012,251 and current
liabilities of $1,725,977, or a current ratio of .59 to 1.  This
represents a working capital deficit of $713,726.  As of
December 31, 2013, the Company had cash and current assets of
$1,057,967 and current liabilities of $1,760,058, or a current
ratio of .60 to 1.  As of December 31, 2012, the Company had cash
and current assets of $894,573 and current liabilities of
$1,770,503, or a current ratio of .51 to 1.

The consolidated financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates
realization of assets and the satisfaction of liabilities in the
normal course of business for the twelve-month period following
the date of these financial statements.  The Company has incurred
losses since 2009, and expects to have losses through 2014. The
Company has had a working capital deficit since 2009.

The Company is behind on payments due for payroll taxes and
withholding, matured convertible debentures, related party notes
payable, accrued liabilities and interest-related parties, and
certain vendor payables.  The Company is handling delinquencies on
a case by case basis.  However, there can be no assurance that
cooperation the Company has received thus far will continue.

The Company closed and ceased operations at its retail facility.
The Company is still involved in the joint venture.  As a result,
the Company does not expect that existing cash flow will be
sufficient to fund presently anticipated operations beyond the
second quarter of 2043.  This raises substantial doubt about
BWMG's ability to continue as a going concern.  The Company will
need to raise additional funds and is currently exploring
alternative sources of financing.

"We have issued a number of convertible debentures as an interim
measure to finance our working capital needs.  We have
historically paid for many legal and consulting services with
restricted stock to maximize working capital.  We intend to
continue this practice in the future when possible.  We have
implemented some cost saving measures and will continue to explore
more to reduce operating expenses.

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection," the Company said in the Quarterly Report
for the period ended March 31, 2014.


BUCCANEER RESOURCES: Section 341(a) Meeting Set on July 1
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Buccaneer
Resources, LLC, will be held on July 1, 2014, 10:00 a.m. at
Houston, 515 Rusk Suite 3401.  The deadline for the filing of
proofs of claim against Buccaneer will be on Sept. 29, 2014, for
the general claims and Nov. 27, 2014 for the governmental units.

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

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

                      About 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.


BUDD COMPANY: Conway Mackenzie's Charles Moore Approved as CRO
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved an agreement between The Budd Company, Inc., and Conway
Mackenzie Management Services, LLC, to provide the services of
Charles M. Moore as chief restructuring officer, and other support
personnel.

As reported in the Troubled Company Reporter on April 4, 2014,
Conway is an advisory services firm with extensive experience in
chapter 11 cases and assisting clients in negotiations with
lenders, debt holders, creditors, chapter 11 committees and other
constituencies.  Conway's and Mr. Moore's prepetition service to
the Debtor has given it and him extensive knowledge of the
Debtor's assets and liabilities.  Mr. Moore has become intimately
familiar with the complex issues that will have to be addressed in
the Debtor's Chapter 11 case.

The Debtor has agreed to pay CMS and Mr. Moore during the Chapter
11 case as follows:

   a. The Debtor will pay CMS for the services of the CRO
      and other temporary staff on an hourly basis at these
      rates:

                                   Hourly Rate
                                   -----------
         Charles M. Moore             $625
         Frank J. Sesi                $340
         Danielle M. Iafrate          $330
         Michael J. Wills             $330
         Administrative               $130

      The Debtor also will pay CMS a weekly administrative fee
      in the amount of 3% of its hourly fees.

   b. CMS also will be entitled to reimbursement of out-of-pocket
      expenses incurred in connection with this engagement.

   c. The Debtor will indemnify CMS as set forth in the Agreement.

The Debtor does not believe that Conway is a "professional" whose
retention is subject to approval under Section 327 of the
Bankruptcy Code.

                     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 Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

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 U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.


CATASYS INC: David Smith Holds 32.8% Equity Stake
-------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, David E. Smith and his affiliates disclosed
that as of May 27, 2014, they beneficially owned 9,168,479 shares
of common stock of Catasys, Inc., representing 32.8 percent of the
shares outstanding.  The reporting persons previously owned
8,478,823 common shares at Oct. 15, 2013.  A copy of the
regulatory filing is available at http://is.gd/tZ4Zky

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys reported a net loss of $4.67 million on $866,000 of total
revenues for the 12 months ended Dec. 31, 2013, as compared with a
net loss of $11.64 million on $541,000 of total revenues during
the prior year.  As of March 31, 2014, the Company had $2.09
million in total assets, $17.98 million in total liabilities and a
$15.89 million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[W]e currently expend cash at a rate of approximately $500,000
per month, excluding non-current accrued liability payments.  We
also anticipate cash inflow to increase during 2014 as we continue
to service our executed contracts.  We expect our current cash
resources to cover expenses into June 2014; however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  We are in need of additional capital and while we are
currently in discussions with our existing stockholders regarding
additional financing there is no assurance that additional capital
can be raised in an amount which is sufficient for us or on terms
favorable to us and our stockholders, if at all.  If we do not
obtain additional capital, there is a significant doubt as to
whether we can continue to operate as a going concern and we will
need to curtail or cease operations or seek bankruptcy relief.  If
we discontinue operations, we may not have sufficient funds to pay
any amounts to stockholders," the Company said in the 2013 Annual
Report.


CAESARS ENTERTAINMENT: Unit Extends Tender Offer Expiration
-----------------------------------------------------------
Caesars Entertainment Corporation's subsidiary, Caesars
Entertainment Operating Company, Inc., has amended its previously
announced cash tender offers to purchase any and all of the
outstanding $791,767,000 aggregate principal amount of its 5.625%
Senior Notes due 2015 and any and all of the outstanding
$214,800,000 aggregate principal amount of its 10.00 percent
Second-Priority Senior Secured Notes due 2015.

The Issuer is extending the previously announced early tender
time, which was initially 5:00 p.m., New York City time, on
May 19, 2013, and subsequently extended to midnight, New York City
time, at the end of June 3, 2014, to 5:00 p.m., New York City
time, on June 16, 2014.  The Issuer is also extending the
previously announced expiration time of midnight, New York City
time, at the end of June 3, 2014, to 5:00 p.m., New York City
time, on June 16, 2014.  All other terms of the tender offers
remain unchanged.

Accordingly, holders of Notes who validly tender their Notes
before the Expiration Time will be eligible to receive the
previously announced total consideration of $1,048.75 for each
$1,000 principal amount of the 5.625% Notes and $1,022.50 for each
$1,000 principal amount of the 10.00% Notes.

The previously announced withdrawal deadline of 5:00 p.m., New
York City time, on May 19, 2014, has passed.  As a result, holders
who have previously tendered Notes and those holders who tender
Notes at or before the Expiration Time may not withdraw those
Notes.

The tender offers are subject to conditions including the
Financing Condition described in the Offer Documents.  If any of
the conditions are not satisfied, the Issuer may terminate the
tender offers and return tendered Notes.  The Issuer has the right
to waive any of the above-mentioned conditions with respect to the
tender offers for the Notes and to consummate the tender offers.
In addition, the Issuer has the right, in its sole discretion, to
terminate any of the tender offers at any time, subject to
applicable law.

Citigroup Global Markets Inc. is acting as Dealer Manager for the
tender offers for the Notes.  Questions regarding the tender
offers may be directed to Citigroup Global Markets Inc. at (800)
558-3745 (toll-free) or (212) 723-6106 (collect).

Global Bondholder Services Corporation is acting as the
Information Agent for the tender offers.  Requests for the Offer
Documents may be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for brokers and banks) or (866)
470-4500 (for all others).

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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


CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Rating & Removes From Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue-level
rating on Oklahoma City-based Chesapeake Oilfield Operating LLC's
senior unsecured notes due 2019, and revised the recovery rating
to '3' from '4'.  S&P removed the issue-level rating from
CreditWatch, where it placed it with negative implications May 23,
2014.

At the same time, S&P assigned its 'BB+' issue-level rating to
Chesapeake Oilfield's proposed $400 million seven-year senior
secured term loan with a recovery rating of '1', indicating S&P's
expectation of very high (90% to 100%) recovery to creditors in
the event of a payment default.

"We assume any additional debt incurred in conjunction with the
spin-off will be subordinated to the existing unsecured notes,"
said Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P's 'BB-' rating on Chesapeake Oilfield reflects its assessment
of the company's business risk profile as "fair" and financial
risk profile as "aggressive".  S&P views Chesapeake Oilfield's
financial risk profile as "aggressive."

The rating outlook on Chesapeake Oilfield is stable, reflecting
S&P's view that Chesapeake Energy will remain the primary customer
of Chesapeake Oilfield until such time as Chesapeake Oilfield
builds up its third-party customer base, and that Chesapeake
Oilfield will maintain FFO to debt in the 20% to 30% range.

S&P could downgrade Chesapeake Oilfield if it expects FFO to debt
would fall below 20% for a sustained period, which would most
likely occur if the company is unable to recontract its rigs and
frac crews within a reasonable period.

S&P would consider an upgrade if Chesapeake Oilfield is successful
in significantly diversifying its customer base, and if S&P came
to expect FFO to debt would exceed 45% for a sustained period.
S&P don't currently view this as feasible within the one-year
timeframe addressed by the outlook.


CLAIRE'S STORES: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Claire's Stores Inc. to negative from stable.  At the same time,
S&P affirmed its B- corporate credit rating on the company, and
its issue-level ratings on the company's debt instruments.

"Our rating action reflects our expectation that the company's
performance will remain challenged at least through the first half
of 2014, reflecting weak consumer confidence and declining mall
traffic," said Standard & Poor's credit analyst Mariola Borysiak.
"We think this will lead to ongoing use of the bank facility to
fund cash use."

Claire's has a substantially leveraged capital structure with very
thin cash flow protection measures.  "Profitability erosion over
the past two quarters drove deterioration of the company's credit
profile and required a loosening of the bank covenants and
drawings under the facility," said Ms. Borysiak.

Claire's participates in the competitive, fragmented, and cyclical
fashion accessory industry.  Claire's faces competition from many
different channels, including other jewelry and fashion accessory
specialty retailers, apparel retailers with comparable offerings,
department stores, and mass merchandisers.

Performance continued to erode during the first quarter of 2014,
following sharply negative results during the company's
seasonally-important fourth quarter.


CLEAR CHANNEL: Assumes Obligations Under 10% Senior Notes
---------------------------------------------------------
Clear Channel Communications, Inc., has assumed the obligations of
CCU Escrow Corporation (the "Escrow Issuer") under the 10.0%
senior notes due 2018 issued by the Escrow Issuer on May 1, 2014,
in a principal amount of $850 million and under the indenture
governing the Notes.

On May 1, 2014, upon the closing of the offering of the Notes, the
Escrow Issuer, which was created solely to issue the Notes,
deposited the gross proceeds of the offering into a segregated
escrow account.  The proceeds of the offering were to be released
from escrow upon the satisfaction of certain escrow release
conditions, including the substantially concurrent (1) redemption
of $567.1 million aggregate principal amount of CCU's 5.5% senior
notes due 2014 (including 2014 legacy notes held by a subsidiary
of CCU) and $241 million aggregate principal amount of CCU's 4.9%
senior notes due 2015 and (2) the assumption of the Escrow
Issuer's obligations under the Notes by CCU.

On June 6, 2014, substantially concurrently with, and as part of,
the satisfaction of the escrow release conditions, the Escrow
Issuer merged with and into CCU, with CCU continuing as the
surviving corporation, and CCU entered into a supplemental
indenture with the trustee under the Notes to effectuate the
Assumption.  Upon the effectiveness of the Assumption, the
escrowed funds were released and used to redeem the 2014 legacy
notes and the 2015 legacy notes by paying a make-whole price equal
to approximately 101.4316% of the principal amount of the 2014
legacy notes and approximately 104.2256% of the principal amount
of the 2015 legacy notes, to pay accrued and unpaid interest to,
but not including, the date of redemption, and to pay the fees and
expenses related to the offering of the Notes and the redemption
of the 2014 legacy notes and the 2015 legacy notes.

Following the Assumption, the Notes are the senior unsecured
obligations of CCU and are not guaranteed by any of CCU's parent
companies or any of its subsidiaries.

On June 6, 2014, to satisfy the escrow release conditions set
forth in the Escrow Agreement, the Company redeemed $567.1 million
aggregate principal amount of the 2014 Legacy Notes and $241
million aggregate principal amount of the 2015 Legacy Notes by
paying a make-whole price equal to approximately 101.4316% of the
principal amount of the 2014 Legacy Notes being redeemed and
approximately 104.2256% of the principal amount of the 2015 Legacy
Notes being redeemed, plus accrued and unpaid interest from the
last interest payment date to, but excluding, June 6, 2014.

Additional information is available for free at:

                        http://is.gd/Ea5ad6

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel reported a net loss attributable to the Company of
$606.88 million in 2013, a net loss attributable to the Company of
$424.47 million in 2012 and a net loss attributable to the Company
of $302.09 million in 2011.  As of Dec. 31, 2013, the Company had
$15.09 billion in total assets, $23.79 billion in total
liabilities and a $8.69 billion total shareholders' deficit.

                         Bankruptcy Warning

"If our and our subsidiaries' cash flows from operations,
refinancing sources and other liquidity-generating transactions
are insufficient to fund our respective debt service obligations,
we may be forced to reduce or delay capital expenditures, sell
material assets or operations, or seek additional capital.  We may
not be able to take any of these actions, and these actions may
not be successful or permit us or our subsidiaries to meet the
scheduled debt service obligations.  Furthermore, these actions
may not be permitted under the terms of existing or future debt
agreements."

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives.  These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations.  If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation," the Company said in its annual report
for the year ended Dec. 31, 2013.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COATES INTERNATIONAL: CEO Converts $369,726 Notes to Equity
-----------------------------------------------------------
George J. Coates, president, chief executive officer and majority
shareholder, converted $369,726 principal amount of 17 percent
promissory notes, due from the Company to Mr. Coates, into
unregistered, restricted shares of common stock of the Company at
the closing price per share of $0.029 on May 30, 2014.  Accrued
interest on these notes was not converted and compound interest on
this accrued interest will continue to accrue.  These promissory
notes arose from cash lent to the Company for working capital
purposes from Mr. Coates' personal funds.  Accordingly, the
Company issued 12,749,162 shares of its common stock to Mr.
Coates.  This transaction improves the Company's balance sheet by
reducing current liabilities by $369,726 and reducing the amount
of the stockholders' deficiency by the same amount.  In addition,
annual interest expense will be reduced by almost $63,000.  Mr.
Coates stated: "I agreed to convert these promissory notes because
I wanted to express my continued confidence in the Company and
also felt that the recent trading price range of our stock made
this an attractive opportunity."

In addition, the Company established the 2014 Stock Option and
Incentive Plan, which was adopted by the Board of Directors on
May 30, 2014, subject to stockholder approval.  The Stock Plan
replaces the prior 2006 Stock Option and Incentive Plan, as all
authorized shares of common stock under that plan have been
granted.  The Stock Plan contains the same provisions as the 2006
Plan.  The board of directors views the Stock Plan as an important
asset to incentivize and retain the Company's key employees.  The
Stock Plan provides for the grant of stock-based awards to
employees, officers and directors of, and consultants or advisors
to, the Company and its subsidiaries.  Stock options and other
stock-based awards may be granted under the Stock Plan.  Incentive
stock options may be granted only to employees of the Company.  A
total of 50,000,000 shares of Common Stock may be issued upon the
exercise of options or other awards granted under the Stock Plan.
The maximum number of shares of Common Stock with respect to which
awards may be granted to any employee in a calendar year under the
Stock Plan will not exceed 12,500,000.  The Stock Plan is
administered by the Board of Directors and the Compensation
Committee.

Additional information is available for free at:

                        http://is.gd/SAtZTe

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates International reported a net loss of $2.75 million on
$19,200 of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.53 million on $19,200 of total
revenues for the year ended Dec. 31, 2012.]

As of March 31, 2014, the Company had $2.36 million in total
assets, $5.48 million in total liabilities and a $3.11 million
total stockholders' deficiency.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company continues to have negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency.


COLDWATER CREEK: Landlords Balk At Lease Sale Timeline
------------------------------------------------------
Law360 reported that Casto-Oakbridge Venture Ltd., CLP-SPF
Rockwood Commons LLC and Winter Park Town Center -- a few of
Coldwater Creek Inc.'s landlords -- told a Delaware bankruptcy
court that the clothing retailer's proposed timeline to sell store
leases does not give the landlords enough time to properly review
the lease bidders.

According to the report, under Coldwater Creek's proposed
timeline, the materials will not be sent out until June 27,
meaning the landlords will not receive them until at least June
30, the landlords said.  This gives them only three days over the
Fourth of July holiday week, a preferred vacation time, to file an
objection by the July 3 deadline, the report related.  Coldwater
Creek requests the auction be held on July 8, with the sale
hearing held on July 10, the report added.

                     About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities.  Affiliate
Coldwater Creek U.S. Inc. estimated $100 million to $500 million
in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately
$10 million in letters of credit outstanding under a senior
secured credit facility (ABL facility) provided by lenders led by
Wells Fargo Bank, National Association, as agent.  The Debtors
also owe $96 million, which includes accrued interest and
approximately $23 million representing a prepayment premium
payable, under a term loan from lenders led by CC Holding Agency
Corporation, as agent.  Aside from the funded debt, the Debtors
have accumulated a significant amount of accrued and unpaid trade
and other unsecured debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.


CONTOURGLOBAL POWER: S&P Assigns 'BB-' Rating to $400MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
ContourGlobal Power Holdings S.A.'s (CGPH) $400 million senior
secured notes due 2019.  S&P also assigned the notes a recovery
rating of '2', indicating its expectation of substantial (70% to
90%) recovery in the event of a payment default.  The corporate
credit rating on CGPH's parent, ContourGlobal L.P. (CG; a
developer of electric power generation and co-generation assets),
is affirmed at 'B+'.  Finally, Standard & Poor's assigned its 'B+'
corporate credit rating to CGPH, a 100% owned subsidiary of CG
that benefits from a guarantee from both CG and its project-owning
subsidiaries.  The outlook on all ratings is stable.

"The ratings reflect our view of the portfolio's significant
concentration risk as well as its projects' locations, many of
which are in areas with political uncertainty," said Standard &
Poor's credit analyst Ben Macdonald.  "The ratings are also
impacted by the portfolio's reliance on substantial distributions
from jurisdictions with considerable regulatory and operating
uncertainties," Mr. Macdonald added.

CG is a project developer and operator of electric power and
district heating businesses with assets in Europe, North America,
South America, the Caribbean, and Africa.  The company is
headquartered in New York.  The company currently has:

   -- 23 power projects in eight countries in Europe totaling
      2,296 megawatts (MW) of generation capacity,

   -- 12 power projects in Latin America and the Caribbean
      totaling 1,157 MW of generation capacity, and

   -- Six power projects in four countries in Africa with total
      generation capacity of 203 MW.

The total capacity is 3.7 gigawatts (GW; 3,656 MW total).
However, some of the projects are only partially owned by CG, so
the net portfolio size of its ownership portions is 2.7 GW.

Of these projects, five are currently under construction and
another is expected to begin a major capital works to replace the
existing power plant.  These projects have a combined capacity of
573 MW, of which CG owns 329 MW.  The company also maintains an
active development pipeline and has added more than 900 MW of new
projects.  S&P expects the company will continue its development
efforts, with diversification improving across geographies, fuel
sources, and technologies.


D'IMPERIO'S RESTAURANT: Selling Restaurant Equipment for $145,000
-----------------------------------------------------------------
D'Imperio's Restaurant is seeking permission from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to sell
restaurant equipment and a liquor license -- kitchen equipment and
the P.O.S. system $50,000.00; office equipment $5,000.00; food and
alcohol $13,000.00; liquor license $75,000.00 -- to Medcano, Inc.,
c/o Elmer Cano, 11 Churchill Road, Pittsburgh, PA 15235 for
$145,000.

An Order has been issued setting deadlines for objections to the
sale of property and for the date of the hearing on the sale. On
or before June 24, 2014, any objections must be filed with the
U.S. Bankruptcy Court, 5414 U.S. Steel Tower, 600 Grant Street,
Pittsburgh, PA 15219, with a copy served on all interested
parties.

A hearing is scheduled for June 26, 2014, at 10:00 a.m., before
Judge L. Taddonio in Court Room A, 54th Floor, U.S. Steel Tower,
600 Grant Street, Pittsburgh, PA 15219, at which time
higher/better offers will be considered and objections to the sale
will be heard.

Arrangements for inspection prior to the sale hearing may be made
with the Debtor's counsel:

     Donald R. Calaiaro, Esq.
     CALAIARO VALENCIK
     428 Forbes Ave., Ste. 900
     Pittsburgh, PA 15219
     Tel: (412) 232-0930
     Fax: (412) 232-3858
     E-mail: dcalaiaro@c-vlaw.com

D'Imperio's Restaurant filed a Chapter 11 petition (Bankr. W.D.
Pa. Case No. 13-24360) on Oct. 15, 2013, listing under $1 million
in both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/pawb13-24360.pdf


DEMCO INC: Files Amended Schedules of Assets and Liabilities
------------------------------------------------------------
DEMCO, Inc., filed with the U.S. Bankruptcy Court for the Western
District of New York amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $4
  B. Personal Property           $13,766,443
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,156,494
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $683,081
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $18,399,322
                                 -----------      -----------
        Total                    $13,766,447      $37,238,897

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/DEMCOINC_565_amendedsal.pdf

                        About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C.
serves as its accountants, and Horizons Consulting, LLC, serves as
its tax consultants.  The petition was signed by Michael J.
Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee retained Amigone, Sanchez & Mattrey, LLP
as its counsel.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DIOCESE OF HELENA: Adequate Protection Stipulation Approved
-----------------------------------------------------------
Bankruptcy Judge Terry L. Myers, in an amended order, approved the
stipulation for adequate protection entered between Roman Catholic
Bishop of Helena, Montana, and creditor First Interstate Bank.

As amended, and the Debtor is ordered to:

   1. pay adequate protection to First Interstate the amount
      of $20,636 per month commencing March 1, 2014, on the
      Debtor's loan No. xxx4828;

   2. the Debtor may withdraw the stipulation at any time after
      90 days by filing a 10-day notice of termination of
      stipulation for adequate protection and serving the notice
      on First Interstate Bank.

The Court also ordered that the adequate protection payments are
not administrative expenses.

As reported in the Troubled Company Reporter on April 30, 2014,
Judge Myers approved a stipulation between the Debtor and First
Interstate Bank whereby the parties agree that the Debtor will pay
adequate protection to the Bank in the amount of $20,636 per month
commencing on March 1, 2014, and each month thereafter until
further Court order or payment in full of the Debtor's loan to the
Bank.

Shortly after the Court entered the order dated April 9, 2014, the
parties sought an amendment of the stipulation order in accordance
with some feedback they got from the Official Committee of
Unsecured Creditors.

In lieu of filing an objection to the Adequate Protection
Stipulation, counsel to the Creditors Committee requested that
certain terms be included in the Order, namely that:

   (a) The Debtor may withdraw the stipulation at any time after
       90 days by filing a 10-day notice of termination of
       stipulation for adequate protection and serving the notice
       on First Interstate Bank; and

   (b) The adequate protection payments to the Bank do not receive
       administrative expense status.

John H. Grant, Esq., at Jackson, Murdo & Grant, P.C., serves as
attorneys to First Interstate Bank.

Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, Chtd., serves as attorney to the Debtor.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.


DIOCESE OF HELENA: Court Denies Ursuline's Bid for Stay Relief
--------------------------------------------------------------
The Bankruptcy Court denied Ursuline Western Province's motion for
relief from the automatic stay in the Chapter 11 case of Roman
Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (Diocese of Helena).

On May 13, the Debtor, in a second memorandum, objected to
Ursuline's motion for stay relief, stating that:

   1. the Ursulines do not have a contribution claim under
      Montana Law; and

   2. no cause exists to lift the stay and the Debtor will
      be severely prejudiced if the Court lifts the stay.

The Debtor also noted that the motion for stay relief is seeking
to circumvent an order of the Court by resuming litigation that is
stayed between the Debtor and State Court plaintiffs, which is
subject to a tentative settlement that could be jeopardized if the
stay relief is not denied.

As reported in the Troubled Company Reporter on May 13, 2014,
Ursuline filed papers in support of its motion for relief to
pursue litigation against the Debtor, stating that the Ursulines
established good cause why they should be granted relief
from the automatic stay.  According to the Ursuline, the Debtor
has not carried its burden of proof under Section 362(g) of the
Bankruptcy Code.  Rather, the Debtor filed a pleading akin to a
motion to dismiss, demanding the Court to analyze state law to
evaluate the merits of the Ursulines' potential claim against the
Debtor.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.


DOLPHIN DIGITAL: BDO USA Replaces Crowe Horwath as Accountants
--------------------------------------------------------------
Dolphin Digital Media, Inc., advised Crowe Horwath, LLP, that the
Company's Board of Directors were dismissing Crowe as the
Company's independent registered public accounting firm.  Except
as noted in the following paragraph, the reports of Crowe on the
Company's financial statements for the years ended Dec. 31, 2011,
and 2012 did not contain an adverse opinion or disclaimer of
opinion, and those reports were not qualified or modified as to
uncertainty, audit scope, or accounting principle.

The reports of Crowe on the Company's consolidated financial
statements as of and for the years ended Dec. 31, 2011, and 2012
contained an explanatory paragraph which noted that there was
substantial doubt as to the Company's ability to continue as a
going concern due to a deficit in working capital and incurring
significant losses.

During the years ended Dec. 31, 2011, and 2012 and through May 29,
2014, there were no disagreements with Crowe on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not
resolved to Crowe's satisfaction, would have caused them to make
reference thereto in their reports on the Company's financial
statements for such periods; or "reportable events", as defined in
Item 304(a)(1)(v) of Regulation S-K.  However, Crowe identified
material weaknesses in the Company's financial reporting process
due to design deficiencies related to the entry level control
environment, including risk assessment, information and
communication and monitoring controls.  Crowe also observed
material weakness in internal controls in that they observed
inadequate documented review and approval of certain aspects of
the accounting process.

On May 30, 2014, the Company engaged BDO USA, LLP, as its
independent registered public accounting firm for the Company's
fiscal year ended Dec. 31, 2013.  The decision to engage BDO as
the Company's independent registered public accounting firm was
approved by the Company's Board of Directors.

During the two most recent fiscal years and through the Engagement
Date, the Company has not consulted with BDO regarding either:

  1. the application of accounting principles to any specified
     transaction, either completed or proposed, or the type of
     audit opinion that might be rendered on the Company's
     financial statements, and neither a written report was
     provided to the Company nor oral advice was provided that BDO
     concluded was an important factor considered by the Company
     in reaching a decision as to the accounting, auditing or
     financial reporting issue; or

  2. any matter that was either the subject of a disagreement (as
     defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K
     and the related instructions thereto) or a reportable event
    (as described in paragraph (a)(1)(v) of Item 304 of Regulation
     S-K).

"We have read Dolphin Digital Media, Inc.'s statements included
under Item 4.01 of its Form 8-K dated June 3, 2014 and we agree
with such statements, except that we are not in a position to
agree or disagree with the information included under the heading
"New independent registered public accounting firm," Crowe Horwath
LLP, stated in a letter addressed to the U.S. Securities and
Exchange Commission.

                        About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2012, Crowe Horwath LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has incurred net losses, negative cash
flows from operations and does not have sufficient working
capital.

The Company reported a net loss of $3.39 million on $3.86 million
of revenues in 2012, compared with a net loss of $1.23 million on
$472,824 of revenues in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $1.57 million in total assets, $6.01 million
in total liabilities and a stockholders' deficit of $4.45 million.


E*TRADE FINANCIAL: Moody's Hikes Senior Debt Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service upgraded E*TRADE Financial Corporation's
senior debt rating to B1 from B2. E*TRADE Bank's bank financial
strength rating was upgraded to D from D-, mapping to a baseline
credit assessment of ba2, and its long-term deposit rating was
upgraded to Ba2 from Ba3. The upgrades result from E*TRADE's
improved financial performance and the success of management's
efforts to mitigate balance sheet exposures.

The rating outlook is positive, indicating a higher likelihood of
an upward rating change over the medium term. Future rating
momentum will depend upon further improvements in, and stability
of, financial performance; developments in the management of the
bank's loan portfolio as well as the maturation of its wider
enterprise risk management framework; and developments in the
longer-term strategic direction of the company, including the
solidification of its capital policy.

Moody's has taken the following rating actions:

E*TRADE Financial Corporation (ETFC)

Issuer rating: upgraded to B1 from B2

Senior unsecured rating, upgraded to B1 from B2

Senior unsecured shelf rating, upgraded to (P)B1 from (P)B2

Subordinated shelf rating, upgraded to (P)B2 from (P)B3

Preferred shelf rating, upgraded to (P)B3 from (P)Caa1

Preferred shelf noncumulative rating, upgraded to (P)Caa1 from
(P) Caa2

Outlook, changed to Positive from Stable

E*TRADE Bank

Long-term bank deposit rating, upgraded to Ba2 from Ba3

Short-term bank deposit rating affirmed at non-prime

Long-term bank other senior obligations (OSO) rating, upgraded
to Ba3 from B1

Short-term bank other senior obligations (OSO) rating affirmed
at non-prime

Bank financial strength rating, upgraded to D from D-

Issuer rating, upgraded to Ba3 from B1

Outlook, changed to Positive from Stable

Ratings Rationale

E*TRADE Financial Corporation's (ETFC or the company) B1 rating
reflects its resilient retail discount brokerage franchise that
has continued to perform well despite the challenges facing
E*TRADE Bank. Its retail broker generates strong cash flows and
gross margins, and has contributed to a gradual improvement in
Moody's measures of the company's EBITDA and debt leverage in
recent years. The trends of its operating measures such as daily
average revenue trades, average revenue per trade and number of
customer accounts have continued to be generally comparable to its
investment grade peers in the same sector, indicating that it has
a strong and resilient brand, a key credit strength.

There have been several notable positive developments over the
last year in ETFC's efforts to mitigate its balance sheet
exposures, following its bank's aggressive investments into first
lien mortgages and home equity loans prior to the financial
crisis, and re-focus on its core franchise.

These efforts include continued improvements in the bank's
regulatory capital, which contributed to it obtaining regulatory
approval to recommence dividend flows from the bank up to ETFC
(which have amounted to $325 million to date), thus benefitting
the parent's debt service capacity; the April 2014 sale of its
non-core market-making business (G1 Execution Services); and the
recent bulk sale of $0.8 billion of first lien mortgages at a
small gain, most of which has previously been modified as troubled
debt restructurings.

In addition to the company's balance sheet risk mitigation
efforts, there has been significant change in the composition of
the board and senior management during the last 12-18 months,
resulting in a stronger and more coherent leadership framework
than existed previously. A key challenge for the company going
forward, following this transition, is to build a level of
stability in oversight, management and governance, and place more
emphasis on developing the company's longer-term strategic and
capital management priorities.

ETFC still has exposure to home equity loans and lines of credit
(HELOCs) amounting to almost 100% of its tangible common equity,
although this ratio has come down significantly in recent years,
as the company's capital position has improved and the
strengthened housing market has eased the pressure on borrowers to
some extent. The bulk of the HELOCs will begin to amortize in 2015
and 2016, and as such the borrowers' pending increased payments
present a looming credit risk to the company. However, to date it
has made good progress in managing this exposure, assisted by the
improved and more stable economic environment. As well, its
capital base is expected to be sufficient to manage even a
significant increase in provisions that could result from the
HELOCs beginning to amortize.

Notching considerations:

The bank financial strength rating of E*TRADE Bank is D, mapping
to a ba2 baseline credit assessment (BCA). The bank's retail
broker subsidiary, E*TRADE Securities LLC, is unrated. ETFC's B1
issuer and senior unsecured ratings are two notches below E*TRADE
Bank's Ba2 bank deposit rating, reflecting ETFC's structural
subordination.

What Could Change the Rating -- UP

Continued improvements to the customer franchise and financial
performance, evidenced by improved and less volatile operating
metrics and a more diverse revenue base, would be positive for the
rating. The management of improved cash flows in a prudent,
creditor-friendly manner would support such upward rating
pressure. The continued development of a coherent risk management
and governance framework, including further mitigation of the loan
portfolio risk exposure, would also be viewed positively.

What Could Change the Rating -- DOWN

Signs of an increased risk appetite, such as investing in riskier
assets, would be negative for the rating, as would a significant
deterioration in the performance of the loan portfolio.
Additionally, material deterioration of the operating metrics or
capital ratios would result in downward rating pressure.

ETFC is a New York based financial services company that provides
brokerage and related products and services primarily to
individual retail investors. In its latest fiscal year ended
December 2013 it reported net revenue of $1.7 billion, pre-tax
income of $195 million and total assets of $46 billion.

The methodologies used in these ratings were Global Securities
Industry Methodology published in May 2013, and Global Banks
published in May 2013.


EARL GAUDIO: Authorized to Auction Personal Property and Vehicles
-----------------------------------------------------------------
Bankruptcy Judge Gerald D. Fines authorized Earl Gaudio & Son,
Inc., to sell certain personal property assets as well as all of
the Debtor's remaining vehicles by public auction.

The Court also ordered that the contemplated sale will not be
subject to any bulk sales or similar laws in any applicable
jurisdictions.

On May 29, 2014, the Court approved the report of sale submitted
pursuant to the Rule 6004(f)(1) of the Federal Rules of Bankruptcy
Procedure

On April 23, First Midwest Bank, as custodian, stated that the
assets to be sold have uncertain value and the custodian believes
that a public auction administered by the auctioneer represents
the best opportunity to obtain the highest and best price for the
property.

The Debtor is represented by:

         Ben T. Caughey, Esq.
         ICE MILLER LLP
         One American Square, Suite 2900
         Indianapolis, IN 46282-0200
         Tel: (317) 236-2100
         Fax: (317) 236-2219
         E-mail: ben.caughey@icemiller.com

                  About Earl Gaudio & Son, Inc.

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

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


EDENOR SA: Securities to Trade on "Reduced Trading Panel"
---------------------------------------------------------
The Buenos Aires Stock Exchange resolved that EDENOR's securities
must be traded on a "Reduced Trading Panel" pursuant to the
provisions of Section 38, paragraph b) and Section 39, paragraph
c) of the BASE Listing Rules.  The decision was based on the fact
that the accounting information reported by EDENOR for the quarter
ended March 31, 2014, recorded negative retained earnings for
thousands AR$851,954 absorbing the Capital Surplus and 64.55
percent of adjusted capital stock.

                           About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion
of revenue from sales for the year ended Dec. 31, 2013, as
compared with a loss of ARS 1.01 billion on ARS 2.97 billion of
revenue from sales in 2012.  Edenor reported a net loss of
ARS 291.38 million in 2011.

As of March 31, 2014, the Company had ARS 7.56 billion in total
assets, ARS 7.12 billion in total liabilities and ARS 437.73
million in total equity.


ENDEAVOUR INTERNATIONAL: To Issue 2.1 Million Shares Under Plan
---------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission a Form S-8 registration statement to
register 2,075,000 shares issuable under the Company's 2014 Long-
Term Incentive Plan.  The proposed maximum aggregate offering
price is $3.29 million.

Prior to the adoption of the 2014 Plan, the Company had three
long-term incentive plans:

   (i) the Company's 2010 Stock Incentive Plan, as amended;

  (ii) the Company's 2007 Incentive Plan, as amended; and

(iii) the Company's 2004 Incentive Plan, as amended.

On May 22, 2014, the Company's stockholders approved the 2014
Plan, which (i) consolidated all of the Prior Plans into a single
plan through a consolidated amendment and restatement of the Prior
Plans and (ii) authorized an incremental 2,075,000 shares of
common stock that may be utilized for equity based grants under
the 2014 Plan, in addition to any shares of common stock that are
currently available (or in the future become available) for equity
based grants under the Prior Plans.

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

                         http://goo.gl/dgfVCN

                     About Endeavour International

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

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

                           *     *     *

As reported by the TCR on April 2, 2014, Moody's Investors Service
upgraded Endeavour International Corporation's Corporate Family
Rating (CFR) to Caa2 from Caa3.  "The rating upgrade to Caa2
reflects the recent equity issuance and other first quarter
financing transactions that have improved Endeavour
International's liquidity" commented Pete Speer, Moody's
Vice President.

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


ENERGY FUTURE: Court Approves 1st Lien Notes Settlement
-------------------------------------------------------
Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly-
owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."),
and EFIH Finance Inc. announced that the United States Bankruptcy
Court for the District of Delaware has issued an order approving,
subject to a stay of such order until 12:01 a.m., New York City
time, on June 12, 2014, (i) the voluntary settlement provided for
in the Issuer's previously announced offer (the "Offer") to
holders of EFIH First Lien Notes (as defined below) to participate
in a voluntary settlement with respect to the Issuer's obligations
under the EFIH First Lien Notes (such settlement, the "EFIH First
Lien Settlement") and (ii) the Issuer's entry into a new senior
secured super-priority debtor-in-possession credit agreement (the
"EFIH First Lien DIP Facility"). In addition, the expiration date
for the Offer has been extended to 5:00 p.m., New York City time,
on June 10, 2014 (the "Expiration Date").

The Offer is open to all qualified holders of the Issuer's 6.875%
Senior Secured Notes due 2017 and 10.000% Senior Secured Notes due
2020 (such notes, the "EFIH First Lien Notes"). As of 5:00 p.m.,
New York City time, on June 6, 2014, approximately $0.42 billion
of EFIH First Lien Notes (approximately 10% of the outstanding
EFIH First Lien Notes) had been submitted for exchange in the
Offer. In addition, pursuant to the Restructuring Support and
Lock-Up Agreement, dated April 28, 2014 (as amended), to which the
Issuer is a party, certain holders holding, in the aggregate,
approximately $1.26 billion of EFIH First Lien Notes
(approximately 32% of the outstanding EFIH First Lien Notes) have
agreed to the EFIH First Lien Settlement on the terms provided in
such agreement.

As previously disclosed, the consummation of the Offer is subject
to several conditions. The Issuer has waived the condition to
consummation of the Offer that the Bankruptcy Court approve the
Issuer's previously announced offer to purchase its 11% Senior
Secured Second Lien Notes due 2021 and 11.750% Senior Secured
Second Lien Notes due 2022 (collectively, the "EFIH Second Lien
Notes") for cash as a voluntary settlement of its obligations with
respect to the EFIH Second Lien Notes and the related issuance by
the Issuer of convertible second lien subordinated secured DIP
financing notes due 2016.

Other than the extension of the Expiration Date and the waiver of
the condition described in this press release, the terms of the
Offer are unchanged.

Epiq Systems is serving as the Offer Agent and Depositary Agent,
and may be contacted by telephone at (646) 282-2500 or toll free
at (866) 734-9393 or by email at tabulation@epiqsystems.com.

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Wants to Hire Filsinger Energy as Consultant
-----------------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Filsinger Energy Partners as energy consultant,
nunc pro tunc to Apr. 29, 2014 petition date.

The Debtors requires Filsinger Energy to:

   (a) provide market analyses and strategic advice with respect
       to energy industry specific issues in these chapter 11
       cases;

   (b) analyze the Debtors' energy business strengths, weaknesses,
       and risks from the creditors' viewpoint;

   (c) provide EBITDA and cash flow forecasts of the Debtors'
       businesses;

   (d) analyze technical aspects of the Debtors' business plans
       and models, with a particular emphasis on the Debtors'
       energy business plans;

   (e) provide forecasts of commodity prices including fuel
       prices, electric supply and demand conditions, transmission
       constraints, hydro generation conditions, emissions
       allowance costs, and new construction costs;

   (f) review and analyzing compensation metrics;

   (g) review the Debtors' inventory of assets and providing asset
       valuations;

   (h) examine the Debtors' long-term contracts, trading
       positions, and risk management activities;

   (i) provide power marketing advice and analysis with respect to
       the Debtors' management, credit policy, hedging contracts,
       and credit support;

   (j) provide advice on restructuring issues and options;

   (k) provide litigation and expert witness support; and

   (l) provide other services as requested by the Debtors from
       time to time.

Filsinger Energy will be paid at these hourly rates:

       Managing Director           $720-$750
       Director                    $525-$645
       Managing Consultant         $405-$495
       Consultant                  $330-$405
       Analyst                     $225-$285
       Assistant Analyst           $180-$185

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

Filsinger Energy received an initial advance retainer of $200,000
on Dec. 18, 2012, from the Debtors.  Pursuant to the Engagement
Letter, invoiced amounts have been recouped against the Retainer,
and payments on the invoices have been used to replenish the
Retainer.  During the 496 days prior to commencement of the
chapter 11 cases, the Debtors paid Filsinger Energy a total of
$10,449,738, incurred in providing services to the Debtors in
contemplation of, and in connection with, prepetition
restructuring activities.

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

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections, if any, are due Jun. 12, 2014, at 4:00 p.m.

Filsinger Energy can be reached at:

       Todd W. Filsinger
       FILSINGER ENERGY PARTNERS
       290 Fillmore Street, Suite 4
       Denver, CO 80206
       Tel: (303) 974-5884

            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.


ENERGY FUTURE: Hires Evercore Group as Investment Banker
--------------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Evercore Group LLC as investment banker and
financial advisor, nunc pro tunc to Apr. 29, 2014 petition date.

The Debtors require Evercore Group to:

   (a) review and analyze the Debtors' business, operations, and
       financial projections;

   (b) advise and assist the Debtors in a Restructuring,
       Financing, and Sale, if the Debtors determine to undertake
       such a Transaction;

   (c) provide financial advice in developing and implementing a
       Restructuring, which would include:

       -- assisting the Debtors in developing a restructuring plan
          or plan of reorganization, including a plan of
          reorganization pursuant to the Bankruptcy Code;

       -- advising the Debtors on tactics and strategies for
          negotiating with various stakeholders regarding the
          Plan;

       -- providing testimony, as necessary, with respect to
          matters on which Evercore has been engaged to advise the
          Debtors in any proceedings before the Bankruptcy Court;
          And

       -- providing the Debtors with other financial restructuring
          advice as Evercore and the Debtors may deem appropriate;

   (d) if the Debtors pursue a Financing, assisting the Debtors
       in:

       -- structuring and effecting a Financing;

       -- identifying potential Investors and, at the Debtors'
          request, contacting such Investors; and

       -- working with the Debtors in negotiating with potential
          Investors.

   (e) if the Debtors pursue a Sale, assisting the Debtors in:

       -- structuring and effecting a Sale;

       -- identifying interested parties and potential acquirors
          and, at the Debtors' request, contacting such interested
          parties and potential acquirors; and

       -- advising the Debtors in connection with negotiations
          with potential interested parties and acquirors and
          aiding in the consummation of a Sale.

Evercore Group's Fee and Expense Structure is summarized as:

   (a) Monthly Fee: $650,000 per month until a Restructuring or
       termination of Evercore's engagement.

   (b) Restructuring Fee: $35 million for simultaneous
       Restructurings of TCEH/EFCH and EFIH.  But if a first
       Restructuring concerns only one of TCEH/EFCH and EFIH, then
       a portion of the $35 million Restructuring Fee will then be
       due based on time allocation and the remainder of $35
       million due if and when a second Restructuring occurs.  In
       either case, the aggregate Restructuring Fee is payable
       only once.  There is no Restructuring Fee for certain
       modifications of existing obligations under the Debtors'
       existing liability management program or similar programs,
       certain immaterial modifications and modifications agreed
       by the Debtors.

   (c) Sale Fee: $9 million, payable once, for a Sale of all or
       substantially all of either or both of TCEH/EFCH and EFIH.
       Sales that give rise to a Sale Fee also give rise to a
       Restructuring Fee.

   (d) DIP Financing Fee: $11 million, payable once, for a first
       lien DIP Financing.  Half of the DIP Financing Fee is due
       upon DIP Financing commitment, with the balance due upon
       approval of the DIP Financing by the Court.

   (e) Credits:

       -- Monthly Fee Credit: The first eight Monthly Fees, and
          the amount by which each subsequent Monthly Fee exceeds
          $400,000 (which will be $250,000 for a Monthly Fee of
          $650,000), are creditable against the Restructuring Fee.

       -- DIP Financing Fee Credit: $3 million of the DIP
          Financing Fee is creditable against the Restructuring
          Fee.  These credits are conditioned on full payment and
          final approval of the related fees and are subject to
          allocation.

   (f) Allocation: Evercore's fees have been allocated in order to
       align them with the Debtors' economic structure and the
       interests of the Debtors' economic stakeholders.

   (g) Expenses: The Debtors will pay reasonable and documented
       out-of-pocket expenses, including reasonable and documented
       cost of counsel.

During the 90 days immediately preceding the Petition Date,
Evercore received the following payments in connection with both
Evercore's prior engagement letter and current engagement under
the Engagement Letter: Evercore received fee payments totaling
$15,450,000 and expense reimbursement payments totaling $101,600,
which includes approximately $45,000 paid on account of
anticipated expenses.

Within one year prior to the Petition Date, the Debtors paid
Evercore $19,050,000 in fees and $286,893 in expense
reimbursements for services rendered in connection with both
Evercore's prior engagement letter and current engagement under
the Engagement Letter.

David Y. Ying, senior managing director and head of restructuring
of Evercore Group, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections, if any, are due Jun. 12, 2014, at 4:00 p.m.

Evercore Group can be reached at:

       David Y. Ying
       EVERCORE GROUP LLC
       55 East 52nd Street
       New York, NY 10055
       Tel: +1 (212) 857-3100
       Fax: +1 (212) 857-3101

            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.


ENERGY FUTURE: Taps KPMG as Accounting and Tax Advisors
-------------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ KPMG LLP as bankruptcy accounting and tax
advisors, nunc pro tunc to Apr. 29, 2014 petition date.

KPMG will provide accounting, financial reporting, and tax
advisory services as KPMG and the Debtors shall deem appropriate
and feasible in order to advise the Debtors during the course of
these chapter 11 cases, including, but not limited to these
services:

Bankruptcy Accounting:

   (a) provide advice, recommendations, and insight into leading
       practices to assist in the Debtors' implementation of
       operational protocols for bankruptcy reporting, which may
       include assisting with the preparation of Monthly Operating
       Reports by the Debtors;

   (b) assist with debtor-in-possession reporting, and assist
       Debtors' management with identifying liabilities subject to
       compromise in the balance sheet, reorganization items in
       the profit and loss statement, and timing and
       classification of claim amounts;;

   (c) provide accounting considerations for specific transactions
       in each case which will relate to the applications of ASC
       852 Reorganizations, or "Fresh Start" Accounting;

   (d) assist with general accounting considerations, including
       those associated with entering bankruptcy and potential
       deconsolidation of any Debtor entities;

   (e) assist the Debtors with developing a planning summary for
       accounting that considers various alternative approaches to
       timing, effective date, valuation approach, extent of top
       side versus push down recognition of the new values and the
       benefits and implications of each consideration of the
       desired approach on each major asset category;

   (f) assist the Debtors with documenting approach to identified
       assets and liabilities, such as certain working capital
       accounts, certain deferred or accrued expenses or other
       accounts that do not lend themselves to a valuation opinion
       but will require an alternate approach to justifying the
       basis of measurement in fresh start reporting;

   (g) assist the Debtors' management with documentation of
       whitepapers for accounting issues, position papers, and
       accounting policies;

   (h) participate in discussions with auditors and other advisors
       to discuss accounting matters and conclusions;

   (i) assist the Debtors' management with its analysis and
       documentation of financial reporting and disclosure
       requirements for Predecessor/Successor financial
       statements;

   (j) consider the accounting and reporting considerations under
       ASC 810 and related literature associated with entering
       bankruptcy;

   (k) consider the alternatives in approach, timing, order and
       adoption dates for fresh start reporting, the alternatives
       for on-going efficient processing of detailed accounting
       records, the potential approaches for updating detailed
       records to reflect changes in values and the new accounting
       requirements following emergence;

   (l) evaluate whether the conditions in ASC 852 are met to
       justify adoption of a new, fresh start basis;

   (m) research and document to support Debtors' accounting and
       reporting conclusions reached in accordance with ASC 852;

   (n) monitor the bankruptcy proceedings to compare the claims
       filed, allowed, and existing debtor balances to (i) adjust
       the existing recorded liabilities to the allowed claims,
       and (ii) reflect the Debtor's estimates of claims to be
       settled upon emergence for financial reporting;

   (o) identify and segregate expenses, restructuring costs and
       losses for classification as "reorganization items" to
       properly portray amounts from activities to restructure the
       operations prior to emergence;

   (p) assess the degree to which aggregate adjustments and
       disclosures are utilized to report on a fresh start basis
       from the date of emergence until such amounts are recorded
       to the Debtors' detailed accounting records;

   (q) develop an approach to repopulate the detailed records with
       new Fair Values and asset lives and assisting with updating
       fixed asset and other detailed accounting records with the
       concluded FV including assistance with creating and testing
       journal entry upload and Property Plant and Equipment
       allocation;

   (r) identify differences between book and tax balances that
       arise from the plan of emergence and fresh start
       accounting;

   (s) consider the deferred tax impact on the outside basis of
       investments in insolvent subsidiaries;

   (t) assess the impact of available federal and state tax
       elections;

   (u) assist Debtors' personnel in supporting key activities to
       review invoices processed through accounts payable to
       determine the proper service period applicable to the
       invoice.

   (v) assist Debtors' personnel in supporting key activities
       related to the remediation of IT deficiencies identified
       through Debtors' Sarbanes-Oxley "SOX" compliance efforts;

   (w) meet with key project leadership and review available
       project and audit documentation to gain an understanding of
       the environment; and

   (x) define an approach, timing, and resource plan for
       developing remediation recommendations in the next project
       phase.

Tax Consulting Services:

   (a) advise regarding sales and use taxes with respect to
       various state and local tax matters that may arise;

   (b) represent the Debtors in their Texas Sales and Use Tax and
       Miscellaneous Gross Receipts Tax examinations for the
       various taxing period and legal entities outlined in
       Schedule A-14 signed on Jan. 13, 2014;

   (c) develop strategy with the Debtors for best handling the
       Examination;

   (d) identify liabilities and overpayments of Sales and Use Tax
       and Miscellaneous Gross Receipts Tax;

   (e) assist the Debtors in their dealings with the Texas
       Comptroller's Office examination team, meeting with the
       team as appropriate;

   (f) assist the Debtors in preparing submissions in response to
       Texas Comptroller's Office Appeals process, or participate
       in an alternative dispute resolution program;

   (g) assist with the processing and tracking of certain
       assessment notices, appeal notices, hearing notices for the
       Debtors' property tax accounts as requested by the Debtors;

   (h) provide tax consulting services regarding the bankruptcy
       accounting advisory work performed including any necessary
       assistance with tax accounting analysis/calculations in
       connection with new valuations resulting from fresh start
       accounting and tax attribute changes;

   (i) assist with review of the business personal property assets
       related to the mining segment of the business and assist
       with determining whether the cost for the business personal
       property accounts are reasonable compared to the value of
       such assets; and

   (j) provide other property tax consulting and support as
       requested.

The fees charged for bankruptcy accounting and fresh-start
reporting services are based on the actual time incurred to
complete the work. In the normal course of KPMG's business, hourly
rates are subject to periodic increase. The majority of fees to be
charged reflect a reduction of 26% to 47% from KPMG's normal and
customary rates, depending on the types of services to be
rendered.  The hourly rates for bankruptcy accounting services
rendered by KPMG are:

       Bankruptcy Accounting        Discounted Hourly
             Services                       Rate
       ---------------------        -----------------
       Partners &
       Managing Directors                   $610
       Directors                            $500
       Managers                             $375
       Senior Associates                    $275
       Associates                           $190

Prior to the Petition Date, two separate retainers, both in the
amount of $350,000, were paid to KPMG for bankruptcy accounting
services.  Of the total amount received, approximately $280,292
remains available as of the Petition Date to be credited against
future bankruptcy accounting services and expenses.

The fees for reviewing invoices process through Debtors' Accounts
Payable will be based on the actual time incurred to complete the
work, not to exceed $480,000. The majority of fees to be charged
reflect a reduction of 65% to 67% from KPMG's normal and customary
rates.  The hourly rates for AP Services rendered by KPMG are:

                            Discounted Hourly
       AP Services               Rate
       -----------          -----------------
       Managers                    $250
       Associates                  $125

The fees charged for SOX IT Control Remediation are based on the
actual time incurred to complete the work, not to exceed $35,000.
The majority of the fees to be charged reflect a reduction of
approximately 62% to 67% from KPMG's normal and customary rates.
The hourly rates for SOX Remediation Services rendered by KPMG
are:

       SOX Remediation     Discounted Hourly
          Services                 Rate
       ---------------     -----------------
       Partners/
       Managing Directors          $325
       Managers                    $250
       Associates                  $125

The fees charged for tax consulting services are based on the
actual time incurred to complete the work.  The majority of fees
to be charged reflect a reduction of 30-50% from KPMG's normal and
customary rates, depending on the types of services to be
rendered.  The hourly rates for tax consulting services rendered
by KPMG are:

       Tax Consulting      Discounted Hourly
          Services                 Rate
       --------------      -----------------
       Partners &
       Principals               $485-$682
       Directors                   $485
       Senior Managers          $425-$500
       Managers                 $310-$437
       Senior Associates        $250-$350
       Associates               $175-$250
       Paraprofessionals        $140-$175

Prior to the Petition Date, a retainer in the amount of $100,000
was paid by the Debtors to KPMG for state tax services and applied
fully to invoices for services incurred prior to the Petition
Date.

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

On May 17, 2013, KPMG received a retainer in the amount of
$350,000. An additional retainer of $350,000 was received by KPMG
from the Debtors on Sep. 30, 2013, and another on Feb. 10, 2014
for $100,000, which will be applied to outstanding services
incurred prior to the Petition Date.

According to KPMG's books and records, during the 90-day period
prior to the Petition Date, KPMG received approximately $702,473
from the Debtors for professional services performed and expenses
incurred.  As of the Petition Date, no prepetition amounts are
owed to KPMG.

Thomas D. Bibby, partner of KPMG, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections, if any, are due Jun. 12, 2014, at 4:00 p.m.

KPMG can be reached at:

       Thomas D. Bibby
       KPMG LLP
       5208 Creekpoint Dr
       Plano, TX 75093-5704
       E-mail: tbibby@kpmg.com

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Hires Thompson & Knight as Tax Counsel
-----------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Thompson & Knight LLP as special counsel for
certain tax-related matters, nunc pro tunc to Apr. 29, 2014
petition date.

The Debtors contemplate that Thompson & Knight will provide legal
services in connection with various tax issues relating to:

   (a) the Debtors' debt restructuring;

   (b) IRS tax controversies;

   (c) Texas tax issues; and

   (d) other tax matters as needed throughout the Debtors'
       Chapter 11 cases.

Thompson & Knight will be paid at these hourly rates:

       Partners                   $515-$930
       Associates                 $280-$515
       Paraprofessionals          $160-$280
       Emily Parker                  $930
       David Wheat                   $805
       Mary McNulty                  $725

Thompson & Knight will also be reimbursed for reasonable out-of-
pocket expenses incurred.

As set forth in the McNulty Declaration, in the year prior to the
Petition Date, the Debtors paid $936,040 to Thompson & Knight for
services rendered in contemplation of or in connection with these
chapter 11 cases.  As of the Petition Date, the Debtors did not
owe Thompson & Knight any amounts for legal services rendered
before the Petition Date.  Prior to the Petition Date, Thompson &
Knight received an advance payment to render services between Apr.
1, 2014 and May 15, 2014.  Thompson & Knight incurred $54 in costs
and earned $359,008 in fees for services rendered as of Apr. 28,
2014.  As a result, on Apr. 28, 2014 the advance payment exceeded
the amount earned by $99,703.

Mary McNulty, partner of Thompson & Knight, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections, if any, are due Jun. 12, 2014, at 4:00 p.m.

Thompson & Knight can be reached at:

       Mary A. McNulty, Esq.
       THOMPSON & KNIGHT LLP
       One Arts Plaza
       1722 Routh Street, Suite 1500
       Dallas, TX 75201
       Tel: (214) 969-1187
       Fax: (214) 880-3182
       E-mail: Mary.McNulty@tklaw.com

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


EPL OIL: S&P Raises Corp. Credit Rating to B+; Off Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based EPL Oil & Gas Inc. (EPL) to 'B+' from 'B',
consistent with the existing corporate credit rating on parent
company Energy XXI (Bermuda) Ltd.  S&P views EPL as core to Energy
XXI's operations.

"We removed the ratings from CreditWatch, where we placed them
with positive implications March 13, 2014, following Energy XXI's
announcement of its plan to acquire EPL," said Standard & Poor's
credit analyst Stephen Scovotti.

The rating outlook on EPL is stable, reflecting that of Energy
XXI.

S&P also raised the issue-level rating on EPL's senior unsecured
notes (which remain outstanding following the completion of the
transaction) to 'B' from 'B-', one notch below the corporate
credit rating.  The recovery rating on the notes remains '5',
indicating S&P's expectation of modest (10% to 30%) recovery in
the event of payment default.

The rating actions follow the completion of EPL's acquisition by
Energy XXI on June 3, 2014.


EVANS & SUTHERLAND: Wisc. Investment Board No Longer a Holder
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on June 5, 2014, the State of Wisconsin
Investment Board disclosed that it has ceased to be the beneficial
owner of any shares of common stock of Evans & Sutherland
Computer.  A copy of the regulatory filing is available at:

                         http://is.gd/awaWNk

                      About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

For the nine months ended Sept. 27, 2013, the Company reported a
net loss of $793,000 on $18.42 million of sales as compared with a
net loss of $2.19 million on $17.92 million of sales for the nine
months ended Sept. 28, 2012.  The Company's balance sheet at
Sept. 27, 2013, showed $25.47 million in total assets, $50.35
million in total liabilities and a $24.88 million total
stockholders' deficit.


FISKER AUTOMOTIVE: Judge Clears Creditors to Vote on Plan
---------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware on June 9 cleared the way for creditors to vote on the
Chapter 11 plan that sets out the distribution scheme for cash and
stock raised in the sale of failed hybrid auto maker Fisker
Automotive Inc.  According to the report, a July 28 date has been
set for a confirmation hearing on the Chapter 11 exit plan.

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.


FREEDOM INDUSTRIES: Planning Demolition of Spill Site
-----------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Freedom Industries Inc. is planning a hasty demolition of its
chemical storage facility on the banks of the Elk River, the site
of the January spill that tainted a large portion of West
Virginia's water supply.

According to the report, in court papers, Freedom asked Judge
Ronald G. Pearson of the U.S. Bankruptcy Court in Charleston,
W.Va., for the authority to proceed with the demolition, which
could be completed by the end of June.  The facility, called the
Etowah River Terminal, comprises large chemical storage tanks as
well as two computer-controlled loading stations, according to
court documents, the report related.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, the Bankruptcy Court approved the hiring of Mark
Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FTE NETWORKS: John Klumpp Appointed to Board of Directors
---------------------------------------------------------
FTE Networks, Inc., appointed John Klumpp to its Board of
Directors.

Mr. Klumpp currently serves as a senior vice president and chief
information officer of First Southern Bank in Boca Raton, Florida
where he oversees the day-to-day operations of the bank's
corporate technology architecture and systems.

Mr. Klumpp most recently served as senior vice president and IT
director of Florida Community Bank in Naples, Florida where he
oversaw the complete build out of the bank's IT department from
start-up to $3.5 billion in 44 locations in just 18 months.  He
previously held the positions of SVP and CIO at the Bank of
Florida from August 2008 to March 2012 and First National Bank of
Florida from October 2001 to March 2005, both in Naples.  In
between, from March 2005 to August 2008, he ran his own small
business consulting firm.

Mr. Klumpp received his BSA in Finance from the University of
Alabama, Birmingham, in 1984 and continued his education at LSU
Graduate School of Banking.  He was a past board member of the
American Diabetes Association and a Loaned Executive with the
United Way.  He currently resides in Naples.

"I am pleased to welcome John to FTE Networks' Board of
Directors," stated Mr. Michael Palleschi, FTE's chief executive
officer.  "John's knowledge of and background in the banking and
technology industry is very complimentary to FTE's growth strategy
and we look forward to his contributions to our development
plans."

Mr. Klumpp is not presently slated to serve on a committee of the
Board.  There also are no arrangements or understandings between
Mr. Klumpp and any other persons pursuant to which he was selected
as a director.

Mr. Klumpp is entitled to receive these compensation under the
Company's standard compensation for non-employee directors:

   * An annual payment of $20,000 for service on the Board (pro-
     rated for 2014)

   * Eligibility to receive grants of stock options, restricted
     stock units, and other awards under the Company's Long-Term
     Incentive Plan

   * Reimbursement of actual expenses related to meeting
     attendance

Mr. Klumpp will enter into the Company's standard agreement for
Directors.

                       About FTE Networks, Inc.

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

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

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


GANNETT CO: S&P Raises CCR to 'BB+' on Successful Belo Integration
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based TV broadcaster and newspaper publisher
Gannett Co. Inc. to 'BB+' from 'BB'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior unsecured debt to 'BB+' from 'BB'.  The recovery
rating on this debt remains '3', indicating S&P's expectations of
meaningful (50% to 70%) recovery in the event of a payment
default.

"The upgrade reflects our assessment that the December 2013 Belo
Corp. acquisition has improved the company's business position, as
well as our expectation that Gannett will maintain a ratio of debt
to average eight-quarter EBITDA below 3x over the intermediate
term," said Standard & Poor's credit analyst Hal Diamond.

The 'BB+' corporate credit rating on Gannett reflects Standard &
Poor's view of its credit measures and its position as a major TV
station operator, its strong profitability associated with
broadcasting, and its declining exposure to unfavorable structural
trends in the newspaper industry.

"The Belo purchase provides a good strategic fit by improving
network and geographic diversity, with revenue and cost
synergies," said Mr. Diamond.


GATES GLOBAL: S&P Assigns 'B+' CCR Following LBO Transaction
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to aftermarket-focused manufacturer of power
transmission belts and fluid power products, Gates Global LLC.

At the same time, S&P assigned its 'B+' issue rating and '3'
recovery rating to the company's proposed $2.8 billion senior
secured term loan (which includes a EUR200 million tranche) and
its $125 million cash flow revolver (undrawn at closing).  The '3'
recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%) in a payment default scenario.

In addition, S&P assigned its 'B' issue rating and '5' recovery
rating to the proposed $1.4 billion of senior unsecured notes
(which includes a EUR235 million tranche).  The '5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%)
in a payment default scenario.  The company will use the debt
proceeds along with equity contributions from the new sponsor to
fund the acquisition.  The transaction also includes a $325
million asset-based revolver (unrated) that would be undrawn at
close.

S&P will withdraw its ratings on Pinafore Holdings B.V. and its
debt following the repayment of that debt at close of the
acquisition transaction.

"We expect Gates' credit metrics will remain stretched," said
Standard & Poor's credit analyst Nishit Madlani, citing a ratio of
debt to EBITDA (including Standard & Poor's adjustments) of above
7.0x pro forma for the transaction and EBITDA for the 12 months
ended March 31, 2014.

Standard & Poor's ratings on Gates incorporate aggressive
financial policies associated with ownership by its new private
equity sponsor, Blackstone.  "Given the very high leverage and
lack of track record under the new owner we have limited reasons
to believe that debt to EBITDA will fall below 5x in the next 2
years," said Mr. Madlani.  "Our assessment also incorporates
overarching risks involved with private equity ownership, and that
we would closely monitor actions such as significant shareholder
distributions or large debt-funded acquisitions.  Blackstone has
pursued an aggressive financial strategy with other portfolio
entities, using debt and debt-like instruments to maximize
shareholder returns, in the past."

The stable outlook reflects Standard & Poor's view that the
company will continue to sustain its competitive advantage,
generate FOCF to debt well over 5% and reduce leverage towards
6.5x within the next 12 months, consistent with S&P's expectation
for the rating.


GENERAL MOTORS: Ignition Recall No Impact on Moody's Ba1 Rating
---------------------------------------------------------------
Moody's Investors Service said that the findings of the report
investigating General Motors Company's (Ba1 senior unsecured --
stable outlook and General Motors Holdings LLC - Baa2 senior
secured) ignition switch recall are credit negative.


GENERAL MOTORS: Holders Seek Recall Cost Estimate
-------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co.'s directors and executives head to the annual
shareholder meeting under pressure to explain what they will do
about admissions that employees mishandled a deadly safety defect,
and what they estimate the total cost of that behavior will be.

Estimates for the price GM could pay in legal fees and any
settlements or judgments range from less than $5 billion to as
much as $7 billion, the Journal said.  GM has taken charges of
$700 million for recalling and repairing 2.6 million vehicles
equipped with potentially defective ignition switches, part of
$1.7 billion in recall-related charges the company has disclosed
since February, the Journal related.

Peter J. Henning, writing for The New York Times' DealBook, the
role of GM's lawyers, at least three of whom have been fired, will
be a focus of congressional hearings on the company's failure to
recall its vehicles.

                       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.


GENIUS BRANDS: Iroquois Capital Reports 5.8% Equity Stake
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Iroquois Capital Management L.L.C., Joshua Silverman
and Richard Abbe disclosed that as of May 14, 2014, they
beneficially owned 375,000 shares of common stock issuable upon
conversion of shares of convertible preferred stock of
Genius Brands International, Inc., representing 5.8 percent of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/hRrFbi

                        About Genius Brands

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $7.21 million in 2013, a net
loss of $2.06 million in 2012 and a net loss of $1.37 million in
2011.

The Company's balance sheet at March 31, 2014, showed $14.65
million in total assets, $3.55 million in total liabilities and
$11.09 million in total equity.


GGW BRANDS: Trustee Wants Founder Held In Contempt
--------------------------------------------------
Law360 reported that the trustee for the adult entertainment
company behind the "Girls Gone Wild" video series asked a
California federal court to hold the bankrupt company's founder in
contempt for interfering with the trustee's orderly administration
of the debtors' estates by harassing employees.

According to the report, attorneys for trustee R. Todd Neilson and
subsidiary GGW Marketing LLC accused Joe Francis of flagrantly
violating two court orders by yelling at employees at the debtors'
former office, threatening to sue the owner and landlord of the
premises and physically assaulting the vice president of GGW's
buyer.  The filing said Francis' alleged harassment and threats in
May, along with his supposed failure to return two cars that are
property of the debtors' estates, constituted sufficient grounds
for the issuance of an order to show cause why he shouldn't be
held in contempt of court, the report related.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

GGW Marketing, LLC, another affiliate, filed a voluntary Chapter
11 petition on May 22, 2013, before the Bankruptcy Court for the
Central District of California (Los Angeles). The case is assigned
Case No. 13-23452.  Martin R. Barash, Esq., and Matthew Heyn,
Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles,
California, represent GGW Marketing.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild"
video franchise and its assets for $1.83 million.  An auction set
earlier that month was canceled because there were no bids to
compete with the so-called stalking horse, who isn't affiliated
with founder Joe Francis.


GSE ENVIRONMENTAL: $45M Bankruptcy Loan Has Final Approval
----------------------------------------------------------
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 $45 million in postpetition financing from a
consortium of lenders led by Cantor Fitzgerald Securities as
agent.

                     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.


GULF COLORADO: Chapter 11 Case Dismissed
----------------------------------------
Bankruptcy Judge H. Christopher Mott has dismissed the Chapter 11
case of Gulf, Colorado & San Saba Railway Corporation.

The Court also authorized, on a final basis, Ronald Hornberger,
the Chapter 11 trustee, to:

   1. make final disbursements from the sale proceeds account;

   2. perform actions necessary to dissolve the corporate
      existence of the Debtor; and

   3. determine that distributions are final and not subject
      to disgorgement or challenge.

The Court and the parties contemplated that the claims allowance
process and distribution of funds with respect to the allowed
claims would be final and payments on account of allowed claims
must not be subject to disgorgement or challenge.

As reported in the Troubled Company Reporter on April 28, 2014,
the Debtor notified the Bankruptcy Court of the distributions made
from sale of assets by the trustee.

On Jan. 15, 2013, the Court approved the sale of the Debtor's
property to Heart of Texas Railroad, L.P., for $1,550,000.  The
sale to HOTRR closed on Jan. 28, 2013.

Following closing of the sale, the trustee has reviewed the
various administrative expense claims, secured claims, priority
unsecured claims and general unsecured claims regarding allowance
and payment.

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Texas, represented
the Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.  Cox Smith Matthews
Incorporated represents the trustee.


HAMPTON ROADS: Chief Operating Officer to Quit in September
-----------------------------------------------------------
Robert J. Bloxom, executive vice president, chief risk officer,
and chief operating officer of Hampton Roads Bankshares, Inc.,
informed the Company that he will retire effective Sept. 30, 2014.
Until that time, Mr. Bloxom will continue in his current
positions.  During this period the Company will prepare a plan to
ensure that Mr. Bloxom's responsibilities are smoothly
transitioned to the appropriate members of the Company's
management team.  The Company anticipates that Mr. Bloxom will
continue as a consultant with the Company thereafter to assist
with this transition plan.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Hampton Roads reported net income attributable to the Company of
$4.07 million in 2013, a net loss attributable to the Company of
$25.09 million in 2012 and a net loss attributable to the Company
of $97.54 million in 2011.  As of Dec. 31, 2013, the Company had
$1.95 billion in total assets, $1.76 billion in total liabilities
and $183.84 million in total shareholders' equity.


HARBINGER GROUP: Fitch Affirms 'B' IDR & Revises Outlook to Pos.
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Harbinger Group, Inc. (Harbinger or HRG) at 'B' and
revised the Rating Outlook to Positive from Stable.  Fitch has
also upgraded HRG's senior secured debt to 'BB-/RR2' from 'B/RR4'.
A full list of rating actions follows at the end of this press
release.

KEY RATING DRIVERS - IDR

The revised Outlook follows the completion of several transactions
recently executed by HRG, which have improved the company's credit
profile, in Fitch's view.  These transactions have resulted in a
stronger capital structure and a more diversified ownership base
for the company.  The Positive Outlook is further supported by the
stable performance of HRG's underlying businesses.  While these
factors are positive from a quantitative perspective, more
immediate upward rating momentum is tempered by HRG's limited
track record of operation under more conservative financial
metrics, combined with the potential for opportunistic
acquisitions or other activities which could alter HRG's risk
profile.

The recent conversion of the company's $391 million (accreted par
value) of outstanding preferred stock into common shares improves
HRG's leverage, as calculated by Fitch.  The preferred stock was
not awarded any equity credit under Fitch's analysis, due to its
cumulative 8% dividend and cash redemption in 2018.  Pro forma for
the preferred share conversion, Fitch estimates HRG's debt-to-
equity ratio is 0.8x, down significantly from to 2.2x as of
March 31, 2014.  The conversion also eliminates $32 million in
annual dividends and removes a significant cash obligation that
was due in 2018.

The company recently announced that its tender offer to convert a
portion of its senior secured debt into senior unsecured debt was
successful.  This transaction improves the company's debt maturity
profile and funding flexibility given that a greater portion of
HRG's balance sheet is now unencumbered.  Once the tender offer is
completed, the company will have approximately $604 million of
senior secured notes due July 2019 and $550 million of senior
unsecured notes due January 2022.

Over the past several quarters, Leucadia National Corp. ('BBB-',
Outlook Stable) has accumulated a significant ownership stake in
Harbinger, equal to approximately 20% of outstanding shares.  The
increased diversity in HRG's ownership group is viewed positively
by Fitch.  In particular, the percentage of shares owned by
Harbinger Capital Partners LLC and its affiliates has been reduced
to 21%, down significantly from prior amounts.  The concentration
of ownership in a hedge fund operated by the CEO of HRG has
historically been viewed as a rating constraint.

Fitch expects HRG's interest coverage to remain in the 1.0x to
1.5x range over the near to intermediate term.  This ratio has
improved over the past two years due to higher dividend
distributions by the company's subsidiaries.  The FY 2013 coverage
ratio of 1.7x was elevated due to large nonrecurring distributions
from Fidelity & Guaranty Life Holdings, Inc. (F&G, 'BB', Outlook
Stable) as well as the EXCO/HGI JV. HRG's liquidity position
benefits from holding company cash of $372 million (as of
March 31, 2014), although a portion of this cash balance is
expected to be used for acquisitions and/or to fund shareholder
distributions over time.

Harbinger's recently announced authorization for a $100 million
share repurchase program is viewed negatively by Fitch.  However,
even if executed in full, the buyback would have a relatively
modest impact on the firm's leverage.  Fitch expects the potential
impact on the debt-to-equity ratio to remain under 10 basis
points.

KEY RATING DRIVERS - Senior Secured Debt

The upgrade of HRG's senior secured debt to 'BB-/RR2' from 'B/RR4'
reflects improved coverage ratios and recovery prospects as a
result of the reduction in total secured debt outstanding.
Recovery prospects are further enhanced by continued growth in the
value of the company's equity investments, although this is
largely due to market appreciation, which can reverse under
stress.

KEY RATING DRIVERS - Senior Unsecured Debt

Harbinger's unsecured debt is effectively subordinated to the
company's senior secured debt, which has a blanket lien on most of
the company's assets.  After the conversion of secured debt, Fitch
estimates the proportion of unsecured debt to total debt will
improve to 48% from 13%.  While Fitch views the reduction in
balance sheet encumbrance positively, it continues to assign an
'RR4' Recovery Rating to the unsecured debt, based on its analysis
of Harbinger's balance sheet investments.  This results in
equalization of the senior unsecured debt rating with the IDR of
'B'.

RATING SENSITIVITIES - IDR

In resolving the Positive Rating Outlook, Fitch will primarily
focus on HRG's ability to maintain or improve its current
financial metrics, while deploying existing cash balances in a
measured manner which does not adversely impact the company's risk
profile or materially alter its operating strategy.

The following developments could result in potential long-term
upward rating momentum in HRG's IDR:

-- Prudent deployment of balance sheet cash and further
    diversification of investments;

-- Improvement in parent company interest coverage to over 1.5x
    on a sustained basis;

-- Leverage (debt-to-equity) at the parent level maintained at or
    below current levels, reflective of the recent capital
    actions.

The following drivers could result in downward pressure on HRG's
IDR and/or removal of the Positive Rating Outlook:

-- Increase in risk appetite in the company's future cash
    deployment;

-- Significant increase in parent company leverage;

-- A sustained reduction in interest coverage below 1.0x;

-- Deterioration in operating performance at any of HRG's
    significant subsidiaries, which results in a material decline
    in their value, dividend capacity and/or credit ratings.

RATING SENSITIVITIES - Senior Secured Debt

The senior secured debt rating of 'BB-/RR2' is sensitive to
potential changes in the company's IDR.  Furthermore, the secured
debt rating is sensitive to changes in the level of available
asset coverage.  Fitch has assigned a 'RR2' Recovery Rating to
HRG's secured debt, which results in a two-notch uplift from the
IDR.

RATING SENSITIVITIES - Senior Unsecured Debt

The senior unsecured debt rating of 'B/RR4' is sensitive to
potential changes in the company's IDR.  Furthermore, the
unsecured debt rating is sensitive to changes in the level of
available asset coverage.  Fitch has assigned a Recovery Rating of
'RR4' on HRG's unsecured debt, which results in equalization with
the IDR.

HRG is a publicly traded investment holding company with
consolidated assets of $29.3 billion.  HRG was established as a
permanent capital vehicle to obtain controlling equity interests
in established, dividend-paying businesses that operate across a
diversified set of industries.  The company currently operates in
four business segments: consumer products through its 59%
ownership in Spectrum Brands, insurance through its 80% ownership
in F&G, the EXCO/HGI JV, an energy partnership, and Salus, an
asset based lending business.

Fitch has affirmed the following ratings:

Harbinger Group, Inc.

  -- Long-term IDR at 'B', Outlook to Positive from Stable;
  -- Senior unsecured notes at 'B/RR4'.

Fitch has upgraded the following ratings:

Harbinger Group, Inc.

  -- Senior secured notes to 'BB-/RR2' from 'B/RR4'.


HDOS ENTERPRISES: Court Okays Littler Mendelson as Labor Counsel
----------------------------------------------------------------
HDOS Enterprises sought and obtained permission from the Hon. Neil
W. Bason of the U.S. Bankruptcy court for the U.S. Bankruptcy
Court for the Central District of California to employ Littler
Mendelson as special employment and labor law counsel.

The Debtor requires the advice and assistance of Littler Mendelson
in connection with labor and employment law matters as may arise
during the case.  Littler Mendelson has performed services for the
Debtor since 2007.  Debtor would like to be able to call upon the
lawyers at the firm to provide labor and employment advice and
counseling, should the need arise.

Littler Mendelson will be paid at these hourly rates:

       Attorneys              $200-$400
       Non-Attorneys          $100-$135

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

The Court has tentatively approved an interim fee procedure
pursuant to which would allow the payment of 80% of fees and 100%
of costs to be billed monthly and paid, absent an objection.

Liliya Stanik, associate of Littler Mendelson, 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.

Littler Mendelson can be reached at:

       Liliya Stanik, Esq.
       LITTLER MENDELSON
       501 W. Broadway, Suite 900
       San Diego, CA 92101
       Tel: (619) 515-1857
       Fax: (619) 232-4302
       E-mail: lstanik@littler.com

                     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: Greenberg Traurig Approved as ESOP Counsel
------------------------------------------------------------
HDOS Enterprises sought and obtained permission from the Hon. Neil
W. Bason of the U.S. Bankruptcy court for the U.S. Bankruptcy
Court for the Central District of California to employ Greenberg
Traurig, LLP as special counsel.

The Debtor requires Greenberg Traurig to:

   (a) advise on issues related to the ESOP in connection with any
       restructuring transaction entered into during the course of
       this chapter 11 case;

   (b) assist with any other ESOP related issues that arise during
       the course of this case; and

   (c) other corporate matters as requested by the Debtor and
       agreed to by Greenberg Traurig.

Greenberg Traurig will be paid at these hourly rates:

       Marc R. Baluda            $795
       Brandon G. Feingold       $595
       Jeffrey S. Kahn           $780
       Howard J. Steinberg       $920
       Shareholders              $270-$1,150
       Of Counsel                $350-$1,115
       Associates                $150-$735
       Legal Assistants/
       Paralegals                 $95-$360

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

Marc R. Baluda, shareholder of Greenberg Traurig, 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.

Greenberg Traurig can be reached at:

       Marc R. Baluda, Esq.
       GREENBERG TRAURIG, LLP
       Four Embarcadero Center, Suite 3000
       San Francisco, CA 94111
       Tel: (415) 655-1300
       Fax: (415) 707-2010
       E-mail: baludam@gtlaw.com

                     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: Hires Kacvinsky Daisak as IP Counsel
------------------------------------------------------
HDOS Enterprises asks for authorization from the U.S. Bankruptcy
Court for the Central District of California to employ Kacvinsky
Daisak Bluni PLLC as special counsel.

Kacvinsky Daisak will assist the Debtor in connection with its
trademark and related intellectual property matters in the various
countries in which the Debtor operates and considers operating.

Elise Tenen-Aoki will be the primary attorney who will handle all
matters for the Debtor. Her billing rate is $400 per hour.

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

Ms. Tenen-Aoki, of counsel to Kacvinsky Daisak, 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.

Kacvinsky Daisak can be reached at:

       Elise Tenen-Aoki, Esq.
       KACVINSKY DAISAK BLUNI PLLC
       14271 Jeffrey Road, Suite 313
       Irvine, CA 92620
       Tel: (949) 705-6856
       Fax: (919) 999-2798
       E-mail: etenenaoki@kdbfirm.com

                   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.


HOUSTON REGIONAL: Comcast Wants Dist. Court to Hear Astros Suit
---------------------------------------------------------------
David Barron, writing for The Houston Chronicle, reported that in
the Chapter 11 case of CSN Houston, attorneys for Comcast and
former Astros owner Drayton McLane have filed motions asking that
the lawsuit filed against them by Astros owner Jim Crane's Houston
Baseball Partners ownership group be heard by U.S. District Judge
Lynn Hughes, not by Bankruptcy Judge Marvin Isgur.

As reported by the Troubled Company Reporter on March 14, 2014,
Houston Baseball Partners filed its Original Petition in the
District Court of Harris County, Texas, 80th Judicial District on
Nov. 21, 2013.  On Nov. 29, the Comcast Defendants filed a Notice
of Removal in the U.S. Bankruptcy Court.  The Comcast Defendants
filed nothing in the District Court for the Southern District of
Texas.

Houston Baseball Partners has asked the Bankruptcy Court to
remand its lawsuit, which names as defendants McLane Champions,
LLC, R. Drayton McLane, Jr., Comcast Corporation and NBCUniversal
Media, LLC, to the 80th Judicial District Court, Harris County,
Texas.

Comcast and NBCUniversal, however, argue that the U.S. District
Court for the Southern District of Texas has original jurisdiction
over the adversary proceeding under 28 U.S.C. Sec. 1334(b).

According to the Houston Chronicle report, Comcast says the issues
in the case, in which Crane and his partners accuse McLane and
Comcast of conspiring to withhold information about CSN Houston
from Crane during negotiations to sell the team, are "non-core" to
the bankruptcy case and thus should be moved to district court.
They also say that moving the case to Judge Hughes' court would
expedite the bankruptcy process, and they note that Houston
Baseball Partners has requested a jury trial in the case.

The report says McLane's attorneys support moving the case to
Judge Hughes' court, in part because Judge Isgur has said he lacks
jurisdiction to hear a breach of contract charge against McLane
Champions, the corporate name for the entity that owned the Astros
when they were owned by the McLane family.  Judge Hughes, they
say, would have authority to hear the entire case.

Mr. Barron also reported that a June 12 status conference and a
June 23 hearing have been scheduled in the Houston Baseball
Partners' lawsuit. Both are scheduled before Judge Isgur.

Mr. Barron also reported that McLane Champions has filed suit in
federal court in Waco, Texas, against National Union Fire
Insurance Co. of Pittsburgh.  McLane claims that National Union
has failed to meet the terms of a policy purchased by McLane
Champions that provides coverage for management liability,
professional liability and other causes.

             About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.  It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel.  It also hired Conway MacKenzie, Inc., as
financial advisor.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


HOVNANIAN ENTERPRISES: Incurs $7.9-Mil. Net Loss in 2nd Quarter
---------------------------------------------------------------
Hovnanian Enterprises, Inc., reported a net loss of $7.90 million
on $449.92 million of total revenues for the three months ended
April 30, 2014, as compared with net income of $1.31 million on
$422.99 million of total revenues for the same period in 2013.

For the six months ended April 30, 2014, the Company reported a
net loss of $32.42 million on $813.97 million of total revenues as
compared with a net loss of $9.99 million on $781.20 million of
total revenues during the prior year.

The Company's balance sheet at April 30, 2014, showed $1.83
billion in total assets, $2.30 billion in total liabilities and a
$462.51 million total deficit.

"We launched our national sales campaign, Big Deal Days, in March
and were encouraged by the 728 net contracts signed during the
month of March 2014, the highest level of monthly net contracts
since April 2008.  In addition, the 3.6 net contracts per active
selling community in March was the highest level of monthly net
contracts per community since September 2007," stated Ara K.
Hovnanian, Chairman of the Board, president and chief executive
officer.  "However, our sales pace during April and May was choppy
and the total monthly sales pace per active selling community in
both months fell short of last year's levels."

"We were pleased with the revenue growth, as well as improvements
in our gross margin, that we reported for the second quarter of
fiscal 2014," stated J. Larry Sorsby, chief financial officer and
executive vice president.  "In order to drive future revenue
growth, we have invested in growing our community count.  The
related general and administrative costs to support these new
community openings are hitting our SG&A costs today even though
those communities are not yet delivering homes.  As a result, our
ratio of SG&A to total revenues is higher than normal. As we
generate revenues from our increased community count, we will be
able to leverage our total SG&A expenses and over time should
return to a normalized SG&A ratio of approximately 10%," stated
Mr. Sorsby.

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

                       http://is.gd/t4nuy8

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

                        http://is.gd/WpMuqN

                     About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

Hovnanian Enterprises posted net income of $31.29 million on $1.85
billion of total revenues for the year ended Oct. 31, 2013, as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'.  The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.

As reported by the TCR on Jan. 9, 2014, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1.  The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.


INFINIA CORP: Plan of Liquidation Declared Effective
----------------------------------------------------
Infinia Corporation, and Powerplay Solar I, LLC, notified the U.S.
Bankruptcy Court for the District of Utah that the Effective Date
of their Plan of Liquidation dated Feb. 24, 2014, occurred on
May 14, 2014.

The Court entered an order confirming the Plan on April 14.

As reported in the Troubled Company Reporter on May 16, 2014,
Gil A. Miller of Rocky Mountain Advisory, the Debtors'
professional accountants and tax advisors in the bankruptcy cases,
will serve as the initial liquidating trustee.

In its findings and conclusions regarding the Plan, the Court
affirmed that all of the applicable requirements for confirmation
set forth in 11 U.S.C. Sec. 1129 have been satisfied.

All classes of claims have accepted the Plan.  According to
Debtor's counsel Steven C. Strong, of Parsons Kinghorn Harris,
only holders of claims in Class 1 (priority claims) and Class 4
(general unsecured claims) submitted qualified ballots, and the
two classes accepted the Plan by affirmative vote of more than
two-thirds in amount and more than one-half in number of the
allowed claims in each class.  Equity holders, which are not
receiving anything, were deemed to reject the Plan.

The Internal Revenue Service submitted an objection to
confirmation but later withdrew the objection following
negotiations with the Debtor.

The IRS objection suggested that Infinia should have filed Form
945 returns (regarding withholdings from nonpayroll distributions)
with the IRS for the tax years ending December 31, 2012 and
December 31, 2013.  Infinia has argued that it is no longer
responsible for filing those returns after Infinia changed the way
its 401(k) plan was administered in December 2011.

The Debtors are represented by:

         George Hofmann, Esq.
         Steven C. Strong, Esq.
         PARSONS KINGHORN HARRIS
         A Professional Corporation
         111 East Broadway, 11th Floor
         Salt Lake City, UT 84111
         Tel: (801) 363-4300
         E-mails: gbh@pkhlawyers.com
                  scs@pkhlawyers.com

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, commenced Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


INT'L FOREIGN EXCHANGE: Has Until Aug. 12 to File Liquidating Plan
------------------------------------------------------------------
Bankruptcy Judge Robert E. Gerber extended International Foreign
Exchange Concepts Holdings, Inc., et al.'s exclusive periods to
file a chapter 11 plan until Aug. 12, 2014, and solicit
acceptances for that plan until Oct. 12.

The Debtors, in their second motion, stated they hope to file a
liquidating plan with respect to IFEC LP and FXC (the Plan
Debtors) in the near future.  The Plan is fully drafted, but the
Plan Debtors are still awaiting comments on the Plan from major
constituencies.

According to the Debtors, the exclusive periods will provide them
time to continue to work through the various matters and allow the
Plan Debtors to resolve the matters to the extent necessary for
the Plan to be confirmed.

The Debtors said they are not yet in a position to file a plan on
behalf of IFEC because the Internal Revenue Service filed a claim
for $17,773,465 against IFEC, and asserted that over $16 million
of that amount was entitled to priority pursuant to Section
507(a)(8) of the Bankruptcy Code.  The Debtors have begun
discussions with the IRS to resolve the IRS Claim, which the
Debtors believe should be zero, but, because IFEC does not have
the ability to pay that priority claim, it cannot file a plan
until the IRS Claim is resolved.

               About International Foreign Exchange

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  DiConza Traurig LLP serves as conflicts counsel.  The
Debtors' special counsel is Withers Bergman LLP.  The Debtors'
notice, claims, solicitation and balloting agent is Logan &
Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.

International Foreign Exchange Concepts Holdings Inc., the parent
of investment adviser FX Concepts LLC, sold assets for
$7.48 million to Ruby Commodities Inc., at an auction held
Nov. 25, 2013.  The sale was an old-fashioned auction with the
assets first offered in six lots and then in bulk.  The piecemeal
auction fetched combined bids of $3.38 million.  When the assets
were offered in bulk, Ruby came out on top with an offer of $7.48
million, which the bankruptcy court in New York approved Nov. 26.


IOWA GAMING: Bankruptcy Hearing Could Delay Argosy Casino Closure
-----------------------------------------------------------------
Kayah Gausman, writing for KTIV.com, reported that all of the
players in the Woodbury County gaming license legal battle
appeared in a courtroom in Reading, Pennsylvania, in the first day
of proceeding dealing with Penn National Gaming's decision to file
bankruptcy on part of the Argosy Casino.

According to the report, the Argosy is scheduled to close July
first, based on a decision by the Iowa Racing and Gaming
Commission.  However, Penn National Gaming, has filed for Chapter
11 bankruptcy, which may postpone the closing as long as the
matter is in court, the report related.

                         About Iowa Gaming

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

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

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

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


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

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

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

                         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.  David Fisher signed the petitions
as president.  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 presides over the cases.

James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and
Zeisler, serve as the Debtors' counsel.


LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'B+'; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Broomfield, Co.-based telecommunications provider Level 3
Communications Inc. (Level 3) and related entities by one notch,
including the corporate credit rating to 'B+' from 'B'.  All
ratings were removed from CreditWatch, where they had been placed
with positive implications on May 16, 2014.  The outlook is
stable.  Level 3 reported about $8.4 billion of debt outstanding
at March 31, 2014.

"The upgrade reflects a more favorable view of business risk based
on our expectation for continuing growth in CNS revenue,
especially enterprise CNS, which we view as the company's most
stable product set," said Standard & Poor's credit analyst Richard
Siderman.  "We anticipate that higher CNS revenues will largely
supplant declining results from the commodity-like wholesale voice
segment," added Mr. Siderman.

"Our assessment of the company's business risk profile recognizes
that the telecom/data transport sector is characterized by intense
competition and a history of price compression.  Level 3 competes
with a large number of telecom providers, including many that are
far bigger and have greater financial resources, for example, AT&T
and Verizon, as well as dozens of national telephone companies.
Overcapacity remains a factor on certain long-haul routes from the
significant amount of fiber-optic capacity installed over the past
two decades. Further, Internet Protocol (IP)-based technologies,
along with dense wave division multiplexing (DWDM), which enables
multiple light wavelengths on a single optical fiber, have
increased supply by boosting the amount of data that can be sent
over existing fiber-optic cables.  The industry has experienced
periods of steep price decline for certain transport and wholesale
products; while pricing for most CNS products has recently been
fairly stable, price compression remains a potential risk factor,
in our opinion," S&P noted.


LOUDOUN HEIGHTS: Court Cancels Hearing on FBJ Employment Bid
------------------------------------------------------------
The Bankruptcy Court has canceled the hearing on Loudoun Heights,
LLC's motion to employ FBJ Farm & Timber, LLC as land manager and
consultant.

On May 13, 2014, the Debtor voluntarily withdrew its application.

As reported in the Troubled Company Reporter on March 12, 2014,
Judy A. Robbins, U.S. Trustee for Region 4, asked that the Court
deny approval of the employment of FBJ Farm.  The U.S. Trustee
explained that the Debtor must provide additional information to
show that Joseph Bane is not in control of both the Debtor and FBJ
Farm.  Further, the Debtor must be required to show that the
proposed commission, which may total over half a million dollars,
is reasonable.

In a separate filing, creditor M&T Bank asserted in its objection
that FBJ is an apparent insider of the Debtor, and it is premature
to hire FBJ as it has not been shown that the firm's services will
be required.

On Feb. 19, 2014, the Debtor filed the employment application,
saying FBJ will oversee the construction and maintenance of the
two proposed public trails and perform other land management and
conservation-related tasks as necessary.

The Debtor's two adjacent properties located on Harper's Ferry
Road in Loudoun County, Virginia, are:

   a. a 166.49 acre property, comprised of five parcels, that
      was transferred to the Debtor in November 2008 by Little
      Piney Run Estates, LLC, a Virginia limited liability
      company owned by Joseph L. Bane, Jr., Jerome Guyant,
      and Dean Morehouse; and

   b. a 313-acre property, Loudoun County PIN #507-17-3739-001,
      that abuts a section of the 166.49 acre property, and was
      conveyed to the Debtor by The Robert and Dee Leggett
      Foundation, a 501(C) charity that became a member of the
      Debtor in November of 2007.

FBJ seeks to be paid a 10% commission on the Debtor's sales of its
trail easements, stream credits, and conservation easements,
subject to approval by the Court, plus reimbursement of direct
expenses including but not limited to machinery rental costs,
fuel, and agricultural and construction materials and supplies

The Debtor pointed out that FBJ is comprised of Frederick C.
Calhoun, Jr., who is the managing member and holds a 45% interest,
James B. Bane, with a 45% interest, and Joseph L. Bane, Jr., with
a 10% interest.  Mr. Bane is the designated manager of the Debtor,
and has an ownership interest in the Debtor through Little Piney
Run Estates, LLC.

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

The Debtor is represented by:

   Frank Bredimus, Esq.
   The Law Office of Frank Bredimus, PLLC
   P.O. Box 535
   Hamilton, VA 20159
   Tel: (571) 344-2278
   Fax: (540) 751-1008
   E-mail: fbredimus@aol.com

                       About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.

As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization.  According to the
disclosure statement, all classes of creditors will be paid in
full.  The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.


LOUDOUN HEIGHTS: Thorne Consultants Approved as Appraiser
---------------------------------------------------------
The Bankruptcy Court authorized Loudoun Heights, LLC, to employ
Oakleigh Thorne of Thorne Consultants, Inc., as appraiser.

The Debtor, in its motion, stated that Mr. Thorne, a principal of
Thorne Consultants, Inc., has more than 40 years experience
performing appraisal services in the northern Virginia area and
will provide valuable assistance to the Debtor in establishing
valuations for real property, land easements, conservation
easements, and trail easements.

To the best of the Debtor's knowledge, the appraiser is a
"disinterested person" and therefore is qualified for employment
under 11 U.S.C. Sec. 327.

                       About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.

As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization.  According to the
disclosure statement, all classes of creditors will be paid in
full.  The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.


MARYLAND LUMBER: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                              Case No.
     ------                              --------
     Western Maryland Lumber, Inc.       14-19274
     45 Locust Lane
     Barton, MD 21521
     Nature of Business:                 Timber Company

     Western Maryland Transport, Inc.    14-19275
     45 Locust Lane
     Barton, MD 21521
     Nature of Business:                 Coal Hauling

Chapter 11 Petition Date: June 6, 2014

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

Judge: Hon. Paul Mannes

Debtors' Counsel: Gary H. Leibowitz, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  300 E. Lombard Street, Suite 2000
                  Baltimore, MD 21202
                  Tel: (410) 528-2971
                  Fax: (410) 230-0667
                  Email: gleibowitz@coleschotz.com

Debtors' Special  GEPPERT, MCMULLEN, PAYE & GETTY, P.C.,
Litigation        21 Prospect Square
Counsel:          Cumberland, MD 21502

Debtors'          ALLEGANY BUSINESS CONSULTING
Financial         303 Paca Street, Cumberland MD 21502
Advisor:

                              Estimated     Estimated
                               Assets      Liabilities
                             ----------    -----------
Western Maryland Lumber      $1MM-$10MM    $1MM-$10MM
Western Maryland Transport   $1MM-$10MM    $1MM-$10MM

The petition was signed by Vickie J. Wilhelm, president.

A list of Western Maryland Lumber's 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mdb14-19274.pdf

A list of Western Maryland Transport's 20 largest unsecured
creditors is available for free at:

         http://bankrupt.com/misc/mdb14-19275.pdf


MEN'S WEARHOUSE: Moody's Assigns B2 Rating on $600MM Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to The Men's
Wearhouse, Inc.'s proposed $600 million senior unsecured notes due
2022. Moody's affirmed the Ba3 Corporate Family Rating and
Probability of Default Rating, as well as the Ba2 rating to the
company's $1.1 billion senior secured term loan B. The SGL-2
Speculative Grade Liquidity rating was affirmed and the rating
outlook remains stable.

The B2 rating assigned to the $600 million senior unsecured notes
due 2022 reflects its unsecured position, ranking behind a
meaningful amount of secured debt in the company's capital
structure comprised primarily of the $1.1 billion senior secured
term loan B and the $500 million secured asset based revolving
credit facility.

Men's Wearhouse will utilize the proceeds from $600 million of
senior unsecured notes, the $1.1 billion term loan, and cash on
hand to fund the acquisition of Jos. A. Bank Clothiers, Inc.
("Jos. A. Bank") for $1.8 billion and to fund fees and expenses
associated with the transaction.

The following ratings were assigned:

  $600 million senior unsecured notes due 2022 at B2 (LGD 5, 84%)

The following ratings were affirmed:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

  $1.1 billion senior secured term loan B due 2021 at Ba2 (LGD 3,
  38%)

  Speculative Grade Liquidity Rating at SGL-2

Rating Rationale

Men's Wearhouse Ba3 Corporate Family Rating reflects its
meaningful scale in the men's apparel industry following the Jos.
A. Bank acquisition, with over 1700 stores in North America and
revenue of $3.5 billion. While the company operates in a
relatively narrow segment of the apparel industry, primarily
selling suits and related products, Moody's believe this category
has less fashion risk than most segments of apparel retailing. The
rating also reflects the diversification benefits of operating
separate brands; while the product mix of Men's Wearhouse and Jos.
A. Bank is substantially similar, each brand focuses on a
different demographic. The rating is constrained by the high
initial debt burden on the company with LTM debt/EBITDA in the mid
five times range. While initial leverage is high, Moody's expect
the company will reduce leverage below five times within 12 to 18
months from closing of the acquisition through the realization of
cost savings, as well as reducing absolute debt levels from free
cash flow. Moody's believe the cost saving synergies that
management has estimated at $100-150 million are realistic and can
be realized over the next few years.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectations the company will maintain a good liquidity profile.
The company is expected to maintain modest cash balances as cash
flow is used to fund investments in the business, restructuring
costs that arise in the initial integration of Jos. A. Bank, then
to be utilized to fund debt repayment. The company will have
access to a $500 million asset based revolver which is expected to
have limited utilization beyond funding seasonal working capital
needs. The company's secured term loan will also have no financial
maintenance covenants.

The stable rating outlook reflects Moody's expectations Men's
Wearhouse will be able to integrate Jos. A. Bank with limited
disruption and that it will substantially achieve its expected
run-rate synergies of $100-150 million in the next few years. The
stable rating outlook also contemplates that free cash flow will
be utilized to reduce debt over time.

Ratings could be upgraded if the company demonstrates successful
integration of the Jos. A. Bank acquisition which would be
evidenced by improved operating margins for the combined company
reflecting the achievement of a meaningful portion of its targeted
synergies. The company would also need to make progress reducing
absolute debt levels from the high levels at the close of the
transaction. Quantitatively ratings could be upgraded if
debt/EBITDA was below 4.25 times and interest coverage exceeded
2.75 times while maintaining a good overall liquidity profile.

Ratings could be downgraded if the integration of Jos. A. Banks
were to encounter meaningful execution issues. In view of the high
initial debt burden there is no room for financial policies to
become more aggressive, such as utilizing free cash flow for share
repurchases or further acquisitions. Quantitatively ratings could
be downgraded if Moody's expected debt/EBITDA to be sustained
above 5 times for an extended period.

Headquartered in Fremont, California, Men's Wearhouse operates
1,124 in North American under the Men's Wearhouse, K&G and Moores
brands. Jos. A. Bank Clothiers, Inc sells its full product line
through 629 stores in 44 states and the District of Columbia as
well as its website. Combined revenue for the companies is
approximately $3.5 billion.

The principal methodology used in this rating 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.


MEN'S WEARHOUSE: S&P Rates Proposed $600MM Unsecured Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level and '6' recovery ratings to Houston-based The Men's
Wearhouse Inc.'s proposed $600 million senior unsecured notes due
2022.  The '6' recovery rating indicates S&P's expectation for
negligible (0% to 10%) recovery in the event of payment default.
The net proceeds from the offering, together with borrowings on
the company's new credit facilities and cash on hand, will be used
to finance the acquisition of Jos. A Bank.

The 'B+' corporate credit rating on The Men's Wearhouse reflects
the company's participation in the highly competitive and widely
fragmented men's specialty apparel retail segment, good brand
recognition, and smaller relative size to primary competitors,
which include moderate department stores.  The rating also
incorporates S&P's forecast of relatively consistent cash flow
generation, debt to EBITDA in the upper-4x area, funds from
operations to total debt in the low-double digits, and interest
coverage in the low-3x area over the next year.

RATINGS LIST

The Men's Wearhouse Inc.
Corporate Credit Rating         B+/Stable/--

New Rating

The Men's Wearhouse Inc.
$600M senior unsecured notes    B-
  due 2022
   Recovery Rating               6


MGM RESORTS: Stockholders Elected 11 Directors
----------------------------------------------
MGM Resorts International held its annual meeting of stockholders
on June 5, 2014, at which the stockholders:

   (1) elected Robert H. Baldwin, William A. Bible, Mary Chris
       Gay, William W. Grounds, Alexis M. Herman, Roland
       Hernandez, Anthony Mandekic, Rose McKinney-James, James J.
       Murren, Gregory M. Spierkel and Daniel J. Taylor to the
       Board of Directors;

   (2) ratified the Selection of Deloitte & Touche LLP as the
       Independent Registered Public Accounting Firm for the year
       ending Dec. 31, 2014;

   (3) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (4) approved amendments to the Amended and Restated 2005
       Omnibus Incentive Plan.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

MGM Resorts reported a net loss attributable to the Company of
$156.60 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.  As of March 31, 2014, the
Company had $25.35 billion in total assets, $17.52 billion in
total liabilities and $7.82 billion in total stockholders' equity.

                         Bankruptcy Warning

"The agreements governing our senior secured credit facility and
other senior indebtedness contain restrictions and limitations
that could significantly affect our ability to operate our
business, as well as significantly affect our liquidity, and
therefore could adversely affect our results of operations.
Covenants governing our senior secured credit facility and certain
of our debt securities restrict, among other things, our ability
to:

   * pay dividends or distributions, repurchase or issue equity,
     prepay certain debt or make certain investments;

   * incur additional debt;

   * incur liens on assets;

   * sell assets or consolidate with another company or sell all
     or substantially all assets;

   * enter into transactions with affiliates;

   * allow certain subsidiaries to transfer assets; and

   * enter into sale and lease-back transactions.

Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior secured credit
facility or the indentures governing our other debt could
adversely affect our growth, our financial condition, our results
of operations and our ability to make payments on our debt, and
could force us to seek protection under the bankruptcy laws," the
Company stated in the 2013 Annual Report.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MONTANA ELECTRIC: Confirmation Hearing Set for June 13
------------------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc., on May 16, 2014, submitted a Second Amended Disclosure
Statement for its Plan of Reorganization.

In an earlier filing, the Debtor also notified the Bankruptcy
Court that the hearing on the confirmation of their Amended Plan
of Reorganization dated May 12, 2014, is now scheduled for June
13, 2014, at 9:00 a.m.  The Court on May 15 conditionally approved
the Disclosure Statement explaining the plan dated May 12.

According to the Second Amended Disclosure Statement, the Plan is
filed with the support of the four remaining members of the Debtor
consisting of Tongue River Electric Cooperative, Inc. located in
Ashland, Montana; Fergus Electric Cooperative, Inc. located in
Lewistown, Montana; Mid-Yellowstone Electric Cooperative, Inc.,
located in Hysham, Montana; and Beartooth Electric Cooperative,
Inc. located in Red Lodge, Montana.

The Plan is also supported by all of the secured noteholders of
the Debtor consisting of The Prudential Insurance Company of
America, Universal Prudential Arizona Reinsurance Company,
Prudential Investment Management, Inc. as successor in interest to
Forethought Life Insurance Company, and Modern Woodmen of America.
Finally, incorporated within the Plan is a settlement reached with
all of the Construction Lienholders which recorded mechanic liens
against property of the Estate.

The Plan reflects a comprehensive settlement among the Debtor, the
Members and the Noteholders which, from an Estate perspective,
substantially improves upon the terms of a negotiated settlement
between the Noteholders and the Trustee.  The Plan resolves the
issue of the value of the Noteholders' collateral and eliminates
the Noteholders' current claim for a $46 million "make-whole
amount".  The settlement reached with the Noteholders will result
in a material reduction of the Noteholders' debt, interest rate
relief for Reorganized Southern, and a much shorter term within
which the Noteholders' restructured debt is repaid. The Plan also
provides for recoveries to other secured creditors and
distributions to unsecured creditors that are equal to if not
greater than what they would receive if the Debtor were to be
liquidated. The Debtor submits that the most likely alternative to
the Plan is conversion of the Debtor's case to a case under
chapter 7 of the Bankruptcy Code, and correspondingly, years of
uncertain and costly litigation among major constituents in the
case.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/SOUTHERNMONTANA_1370_2ds.pdf

In a separate filing, the Debtor said that, by its withdrawal of
the Trustee Freeman Plans of Reorganization, it does not withdraw
the Trustee's Disclosure Statement for the Trustee's Third Amended
Plan of Reorganization, or any exhibits and attachments to the
approved Disclosure Statement (except for the Trustee's Third
Amended Chapter 11 Plan affixed thereto), which Disclosure
Statement, were approved by the Court on Oct. 1, 2013.

The Plans filed by the Trustee Freeman include:

   1. the Plan filed on Feb. 15, 2013;
   2. the First Amended Plan on Aug. 14, 2013;
   3. the Second Amended Plan on Sept. 12, 2013; and
   4. the Third Amended Plan dated Sept. 23, 2013.

In May, the Debtor also filed a Reorganization Plan Supplement,
and reserved the right to modify the Plan until the date of
confirmation.  The Supplement includes these documents:

    1. Corporate Governance Agreements
           Debtor's Amended Bylaws
           Debtor's Amended Articles of Incorporation

     2. Amended Wholesale Power Contracts
           Beartooth Electric Cooperative
           Fergus Electric Cooperative
           Tongue River Electric Cooperative
           Mid-Yellowstone Cooperative

     3. Amended Noteholder documents between the Debtor and
        US Bank National Assn.

     4. Liquidating Trust Agreement for HGS Holding Trust

Martin S. Smith, Esq. at Felt, Martin, Frazier and Weldon P.C., on
behalf of Beartooth Electric Coop., Inc., submitted a ballot
accepting the Plan.

Unsecured creditor PPL Energy Plus, LLC, and the Unsecured
Creditors Committee had objected to the confirmation of the Plan.

PPL EnergyPlus stated that the Plan is not feasible and will be
followed by a subsequent liquidation or reorganization; and the
Plan as presently proposed is not fair and equitable and PPL will
not receive under the Plan as proposed an amount equal to the
allowed amount of PPL's claim.

The Committee stated that the Plan must be denied because:

   1. by treating the Debtor's members as unimpaired under
      the Plan, while at the same time treating unsecured
      creditors as impaired, the Plan violates the absolute
      priority rule, and is therefore not confirmable;

   2. the Plan is not feasible and will be followed by a
      subsequent liquidation or reorganization;

   3. it is unknown what the Debtor will pay for power and
      under what terms.  There has been inadequate disclosure
      and inadequate information concerning the Debtors power
      supplier and anticipated power costs over the life of the
      Plan and thus it is impossible to analyze the merits of
      whether the Debtor will be able to reorganize;

   4. the Debtor's Plan as presently proposed is not fair and
      equitable; and

   5. the amount that unsecured creditors will receive under
      the proposed Plan is less than what they would receive
      in the event of a Chapter 7 liquidation.

The Committee is represented by:

         Harold V. Dye, Esq.
         DYE & MOE, P.L.L.P.
         120 Hickory Street, Suite B
         Missoula, MT 59801-1820
         Tel: (406) 542-5205
         Fax: (406) 721-1616
         E-mail: hdye@dyemoelaw.com

                  About Southern Montana Electric

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

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

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

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

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

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


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

GreyStar serves as the 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 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 reasonable 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 dollars 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.

                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.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement were due May 28, 2014.

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


MORGANS HOTEL: Derivative Action Settlement Approval Hearing Set
----------------------------------------------------------------
Morgans Hotel Group Co. previously entered into a binding
Memorandum of Understanding that, among other things, contemplates
the partial settlement and dismissal with prejudice of the action
entitled OTK Associates, LLC v. Friedman, et al., C.A. No. 8447-
VCL (Del. Ch.) and the complete settlement and dismissal with
prejudice of the actions entitled Yucaipa American Alliance Fund
II L.P., et al. v. Morgans Hotel Group Co., et al., Index No.
652294/2013 (NY Sup.); Burkle v. OTK Associates, LLC, et al., Case
No. 13-CIV-4557 (S.D.N.Y.); and Yucaipa American Alliance Fund II
L.P., et al. v. Morgans Hotel Group Co., Index No. 653455/2013 (NY
Sup.).  The parties to the MOU executed a Stipulation of
Settlement, dated as of May 5, 2014, incorporating the terms of
the MOU, which has been submitted to the Court in the Delaware
Shareholder Derivative Action for approval.

In connection therewith, on May 13, 2014, the Delaware Court of
Chancery entered a Scheduling Order in the Delaware Shareholder
Derivative Action.  The Scheduling Order, among other things,
requires the Company, no later than 45 days before the hearing
scheduled by the Court for July 23, 2014, to file as an exhibit to
a Current Report on Form 8-K, a Notice of Pendency of Derivative
Action, Proposed Settlement of Derivative Action, Settlement
Hearing, and Right to Appear.

In compliance with the Scheduling Order, the Company filed the
Notice, a copy of which is available for free at:

                         http://is.gd/YerdQK

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

Morgans Hotel reported a net loss attributable to common
stockholders of $57.48 million on $236.48 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common stockholders of $66.81 million on
$189.91 million of total revenues in 2012.

The Company's balance sheet at March 31, 2014, showed $695.16
million in total assets, $897.21 million in total liabilities,
$5.15 million in redeemable noncontrolling interest and a $207.20
million total stockholders' deficit.


MOUNTAIN PROVINCE: Dermot Desmond Plans to Sell 2MM Shares
----------------------------------------------------------
Dermot Desmond disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that he plans to sell 2,000,000
shares of common stock of Mountain Province Diamonds Inc.  Mr.
Desmond disclosed beneficial ownership of 24,679,773 Common Shares
of the Company.  The shares will be sold through the facilities of
the Toronto Stock Exchange.  A full-text copy of the filing is
available for free at http://is.gd/UoJTaz

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province reported a net loss of C$26.60 million in 2013,
a net loss of C$3.33 million in 2012 and a net loss of C$11.53
million in 2011.  As of March 31, 2014, the Company had C$153.62
million in total assets, C$36.32 million in total liabilities and
C$117.29 million in total shareholders' equity.

                           Going Concern

"The Company currently has no source of revenues.  In the years
ended December 31, 2013, 2012 and 2011, the Company incurred
losses, had negative cash flows from operating activities, and
will be required to obtain additional sources of financing to
complete its business plans going into the future.  Although the
Company had working capital of $35,133,368 at December 31, 2013,
including $35,687,694 of cash and short-term investments, the
Company has insufficient capital to finance its operations and the
Company's share of development costs of the Gahcho Kue Project
(Note 8) over the next 12 months.  The Company is currently
investigating various sources of additional funding to increase
the cash balances required for ongoing operations over the
foreseeable future.  These additional sources include, but are not
limited to, share offerings, private placements, rights offerings,
credit and debt facilities, as well as the exercise of outstanding
options.  However, there is no certainty that the Company will be
able to obtain financing from any of those sources.  These
conditions indicate the existence of a material uncertainty that
results in substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the 2013 Annual
Report.


MT LAUREL LODGING: Has Until July 2 to Propose Chapter 11 Plan
--------------------------------------------------------------
Bankruptcy Judge Robyn L. Moberly extended Mt. Laurel Lodging
Associates, LLP's exclusive periods to file a plan of
reorganization until July 2, 2014; and to solicit acceptances for
that plan until Sept. 1.

As reported in the Troubled Company Reporter on May 27, 2014, the
Debtor asked the Court to deny the objection of The National
Republic Bank of Chicago to its second motion for extension of the
exclusive periods.  The Debtors related that they have proceeded
in good faith negotiations with NRB over the past month and have
been operating under the assumption that a settlement is a real
and distinct possibility.  Thus, the Debtors had directed their
efforts and resources to reaching a resolution with NRB rather
than preparing cramdown plans.  Unfortunately, NRB does not appear
to share the Debtor's good faith based on the positions it is
taking in the objection, the Debtor said.

NRB, in its objection, stated that it is not as optimistic as the
Debtors on the prospects of a settlement.  The parties have been
close to a settlement on several occasions, but have not been able
to reach a binding agreement on all seven cases.

The exclusivity period was to end June 2, 2014, absent an
extension.

If NRB and the Debtors cannot come to terms, it is unlikely the
case will ever settle, the bank said.  If the parties do want to
negotiate beyond June 2, they can each agree to hold off on filing
a disclosure statement and continue working towards a resolution.
However, if either party wants to terminate the discussions, both
parties should have the same right to proceed with a plan and
allow creditors to decide which plan is in their own best
interest, the bank said.

In seeking the exclusivity extension, the Debtors explained they
need additional time to select a financing or equity source,
negotiate the terms of a plan, and prepare and file a plan and
disclosure statement; and requests another four more months to
accomplish the goal.

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4,
2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is
assigned to Judge Robyn L. Moberly.  The petition lists the
assets and debt as both exceeding $10 million on the Mount Laurel
property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in
Lawrenceville, New Jersey.


NEWLEAD HOLDINGS: MGP Seeks Add'l 11 Million Settlement Shares
--------------------------------------------------------------
MG Partners Limited, on June 4, 2014, requested 6,800,000
additional settlement shares and on June 5, 2014, MGP requested
4,200,000 additional settlement shares pursuant to the terms of a
settlement agreement approved by the Supreme Court.  Following the
issuances of the amounts, the Company will have approximately
69,338,468 shares outstanding, which outstanding amount includes
recent share issuances related to employee grants, previously
issued convertible notes and partial conversions of outstanding
preferred stock.

On Dec. 2, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement among
NewLead Holdings Ltd., a corporation organized and existing under
the laws of Bermuda, Hanover Holdings I, LLC, a New York limited
liability company, and MG Partners Limited, a company with limited
liability organized and existing under the laws of Gibraltar, in
the matter entitled Hanover Holdings I, LLC v. NewLead Holdings
Ltd., Case No. 160776/2013.  Hanover commenced the Action against
the Company on Nov. 19, 2013, to recover an aggregate of
$44,822,523 of past-due indebtedness of the Company, which Hanover
had purchased from certain creditors of the Company pursuant to
the terms of separate purchase agreements between Hanover and each
of those creditors, plus fees and costs.  The Order provides for
the full and final settlement of the Claim and the Action.  The
Settlement Agreement became effective and binding upon the
Company, Hanover and MGP upon execution of the Order by the Court
on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement, the Company
issued and delivered to MGP, as Hanover's designee, 3,500 shares
(adjusted to give effect to the 1 for 10 and 1-for-50 reverse
stock splits, effective March 6, 2014, and May 15, 2014,
respectively) of the Company's common stock, $5.00 par value.

Between Jan. 3, 2014, and June 3, 2014, the Company issued and
delivered to MGP an aggregate of 12,458,000 (adjusted to give
effect to the 1 for 10 and 1-for-50 reverse stock splits,
effective March 6, 2014, and May 15, 2014, respectively)
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

A full-text copy of the Form 6-K is available for free at:

                       http://is.gd/hkfhL0

                       About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

NewLead Holdings reported a net loss of $158.22 million on $7.34
million of operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $403.92 million on $8.92 million of
operating revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed $151.33 million in total assets, $292.68
million in total liabilities and a $141.34 million total
shareholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred a net loss, negative operating cash
flows, a working capital deficiency, and shareholders' deficiency
and has defaulted under its credit facility agreements.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


OVERSEAS SHIPHOLDING: July 11 Class Action Deal Objection Deadline
------------------------------------------------------------------
Overseas Shipholding Group, Inc. and its affiliated debtors and
court-appointed lead plaintiffs in the consolidated securities
class action styled In re OSG Securities Litigation, Master File
No. 12-cv-07948-SAS (S.D.N.Y.), pending in the United States
District Court for the Southern District of New York, on May 20,
2014, entered into a stipulation providing for settlement and
resolution of Lead Plaintiffs' claims against the Debtors pursuant
to the alternative plan of reorganization.  The Plan has the
support of certain holders of existing equity interests of the
Company representing approximately 30% of the
existing common stock of OSG.

On May 23, the Court approved those stipulations.

The Court also has preliminarily certified the putative class for
the purposes of the settlement.

The lead plaintiffs are Stichting Pensioenfonds DSM Nederland,
Indiana Treasuer of State and Lloyd Crawford.

As reported by the Troubled Company Reporter on May 26, 2014,
pursuant to the Securities Class Stipulation, the Debtors have
agreed to provide in the Amended Equity Plan for allowance of the
Lead Plaintiffs' claims, on behalf of a class of persons who,
between October 29, 2007 and October 19, 2012, purchased (i)
8.125% Senior Notes due 2018 issued or traceable to the $300
million public offering on or about March 24, 2010 or (ii) OSG
common stock.

The claims will be allowed, in full, final and complete settlement
of any claims Lead Plaintiffs or members of the Putative Class
have or could have asserted against the Debtors through the
following distributions:

     (i) $7 million in cash, payable by the Debtors on the
         initial distribution date for the Amended Equity Plan;

    (ii) 15% of the Net Proceeds of the Debtors' professional
         liability action against Proskauer Rose LLP and certain
         individual defendants;

   (iii) $5 million in cash, payable by Reorganized OSG upon
         resolution of the Professional Liability Action;

    (iv) $3 million in cash, payable by Reorganized OSG on the
         first anniversary of the effective date of the Amended
         Equity Plan;

     (v) proceeds of any of the Debtors' residual interests
         in certain director and officer insurance policies; and

    (vi) any remaining cash in a $2 million reserve, after
         accounting for satisfaction or resolution of other
         subordinated claims.

OSG revised the Plan to provide that a single Class (New Class E1)
will comprise all Subordinated Debt and Equity Claims, including
but not limited to Claim 1547 filed by the Lead Plaintiffs.  The
New Class E1 will be impaired.

OSG's original plan filed in March 2014, provided that all claims
of the Putative Class would be treated as Subordinated Claims and
classified together with Old OSG Equity Interests in Class E1,
regardless of whether the Putative Class claims were based on
purchase or sale of Debt Securities or Equity Securities.  The
Original Plan also provided that holders of Allowed Class E1
Claims would receive a pro rata share of Reorganized OSG Equity
equal to $61.4 million, subject to dilution on account of certain
events.

The First Amended Plan filed on May 2 provided that the Debt
Securities Claims would be classified in new Class E1 and Equity
Securities Claims would be in new Class E2.  The Holders of
Allowed Claim in E1 or E2 would receive its pro rata share of the
proceeds of any residual director and officer insurance, and to
the extent its Claim exceed that Pro Rata share, Cash equal to the
amount of the Allowed Claim form and subject to a reserve capped
at $2 million.

The Lead Plaintiffs objected to the treatment of their Claim
provided in both Plan versions.  The Debtors and the Lead
Plaintiffs engaged in negotiations to avoid costs and risks
inherent in litigating the Objection.

The Securities Class Stipulation resolves only the Lead
Plaintiffs' and Putative Class members' claims against the
Debtors.  The Lead Plaintiffs' claims pending in the District
Court against certain of the Debtors' current and former officers,
auditors and underwriters are unaffected. The Securities Class
Stipulation provides for Lead Plaintiffs' agreement to support and
vote in favor of the Amended Equity Plan. Allocation and
distribution to members of the Putative Class, as well as approval
of legal fees and reimbursement of expenses to counsel for Lead
Plaintiffs, will be resolved by the District Court, subject to
approval by the Bankruptcy Court.

A hearing will be held July 18 to consider confirmation of the
Plan.  At the hearing the Court will also consider whether the
Class Action Settlement is fair, reasonable, adequate, and should
be approved on a final basis.

Objections to the Settlement are due July 11.

The Class is represented by Lead Counsel:

     Samuel H. Rudman, Esq.
     David A. Rosenfeld, Esq.
     Alan I. Ellman, Esq.
     Christopher M. Barrett, Esq.
     ROBBINS GELLER RUDMAN & DOWD LLP
     28 South Service Road
     Melville, NY 11747

More information about the Class Action Settlement may be obtained
from the Lead Counsel or Kurtzman Carson Consultants, the claims
agent.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of
February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and
OSG International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.

An official committee of Equity Security Holders has been
appointed in the case.  It is represented by Brown Rudnick LLP's
Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle,
Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H.
Strock, Esq. and L. John Bird, Esq.


PAKAT GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Pakat Group, LLC
        5045 Wright Bridge Rd
        Cumming, GA 30028

Case No.: 14-21368

Chapter 11 Petition Date: June 9, 2014

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

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  CUMMINGS & KELLEY PC
                  P. O. Box 2758
                  Gainesville, GA 30503-2758
                  Tel: 770-531-0007
                  Fax: (678) 866-2360
                  Email: ckelley@cummingskelley.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albert W. Rees, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-21368.pdf


PETTIT OIL: Sale of Remaining Assets Approved
---------------------------------------------
Paul Gottlieb, writing for Peninsula Daily News, reported that
Bankruptcy Judge Paul Snyder has approved sales of Pettit Oil's
remaining assets, including bulk plants in Port Angeles and
Sequim, to three companies:

     1. Masco Petroleum purchased certain of the card-lock
        fueling and bulk-fuel stations for $740,000.  Company
        Vice President Sean Masco said the purchase brings to
        13 the number of former Pettit facilities that Masco
        has purchased.

     2. Dashmash Petroleum 13 Inc. purchased facilities in Port
        Angeles and Sequim, and, in Grays Harbor County, in
        Aberdeen and Shelton for $285,000.

     3. Kris Northcut purchased a facility in Forks for $40,000.

The sale of card-lock fueling and bulk-fuel stations will close by
Friday, Seattle lawyer Deborah Crabbe, the attorney for bankruptcy
trustee Kathryn Ellis, said June 6.  Other Pettit Oil facilities
already had been purchased in Clallam and Jefferson counties since
Nov. 25, when the Pettit filed for Chapter 7 bankruptcy.

"Most of the money coming in is secured money," Ms. Crabbe said,
according to the report.

The Company's largest secured creditors include KeyBank, owed
$11.3 million, and U.S. Bank, owed $8.8 million, the report said.

The report added that the company's prepaid oil customers, who
shelled out money ahead of time for a product they never received,
won't know if they will be made whole for several months.

"We won't know for another year or so until we've finished with
the estate," Ms. Crabbe said, according to the report.

"It's going to take us another year or so to get a handle on this
to see what other assets we can liquidate," she said.

June 13, Friday is the deadline for creditors, including prepaid
oil customers, to file claims, the report added.  There are well
over 1,000 creditors, "possibly 1,200 or 1,300" in all, Ms. Crabbe
said.  There were 414 claims filed totaling $23.7 million, of
which $8.5 million are "priority claims," she said.

Pettit distributed heating oil across 12 counties and ran
distribution centers in Port Angeles, Port Townsend, Forks,
Bremerton, Everett, Hoquiam and Lakewood.  According to the Puget
Sound Business Journal, Pettit was Washington state's 33rd largest
company in 2011 -- before buying Tacoma-based SC Fuels, the
largest petroleum distributor on the West Coast.

On Nov. 25, 2013, Pettit filed a Chapter 7 petition, listing $18.7
million in assets and $22 million in liabilities.  It ceased
operations in January 2014.


PHILADELPHIA SD: Moody's Puts 'Ba2' GO Rating on Review
-------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
Philadelphia School District, PA's Ba2 General Obligation rating.
This action affects approximately $3.3 billion of long-term GO
debt and GO-secured lease debt issued through the State Public
School Building Authority (SPSBA). The review does not encompass
the Aa3 enhanced rating and stable outlook assigned to the
district's bonds under the Pennsylvania Fiscal Agent Agreement
Intercept Program. The review also does not encompass the Aa3
enhanced rating and stable outlook assigned to the district's GO-
secured debt issued through the SPSBA under the Pennsylvania State
Public School Building Authority Lease Revenue Intercept Program.

Rating Rationale

The review for downgrade reflects the risks and uncertainties
surrounding the district's failure to adopt a budget by the
deadline imposed by the city charter. The district approaches
the beginning of fiscal 2015, which begins July 1, without a
spending plan or authorization to raise the funds it says it needs
to provide an adequate education. The district has outlined an
additional funding request of $440 million for fiscal 2015. The
review will focus on the district's ability to adopt a budget
prior to the beginning of the 2015 fiscal year; progress in the
City of Philadelphia's (A2 stable) plan to authorize a portion of
a 1% sales tax for the district; and any other revenue sources
acquired by the end of the year. The district is required by state
law to pass a budget by June 30.

Although we believe it is very likely that the district will pass
its fiscal 2015 budget by June 30, if the district does not meet
the deadline, it is not clear whether it will be authorized to
make operating expenditures, including debt service. So long as
the district authorizes taxes by June 30, 2014, the daily sinking
fund deposits which are paid to the sinking funds for the bonds
can be made with or without a budget being adopted.

Strengths

-- Large tax base that is a regional economic center

Challenges

-- Continuing growth in fixed costs

-- Lack of authorization to raise additional revenues

What Could Make The Rating Go Up

-- New sources of funding

-- Curtailment in growth of fixed costs

What Could Make The Rating Go Down

-- Continuing growth in charter school costs

-- Failure to attain additional funds

-- Failure to pass budget by the beginning of the 2015 fiscal
    year

Rating Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


PITTSBURG, CA: Fitch Affirms 'BB-' Rating on $245.4MM Sub. TABs
---------------------------------------------------------------
Fitch Ratings assigns the following rating to the Successor Agency
to the Redevelopment Agency of the City of Pittsburg's (the
agency) tax allocation bonds (TABs):

  -- $70 million TABs series 2014 'A'.

The bonds will sell via negotiation on or about the week of
June 16.  The bonds will refund outstanding senior TABs for
interest savings.

In addition, Fitch affirms the following ratings on bonds issued
by the former Pittsburg Redevelopment Agency (former RDA):

  -- $115.5 million TABs series 1999 and refunding TABs series
     2002A and 2003A at 'A';

  -- $245.4 million subordinate TABs (taxable) series 2006B and
     subordinate refunding TABs series 2006C and 2008A at 'BB-';

  -- $25.5 million housing set-aside TABs series 2006A (taxable)
     and housing set-aside tax allocation revenue bonds series
     2004A at 'BBB'.

The Rating Outlook is Stable.

SECURITY

The senior TABs are secured by a senior lien on all incremental
property tax revenues except for former housing set-aside
revenues, and by a subordinate lien on the former housing set-
aside revenues.  The subordinate TABs are secured by a junior lien
on the same revenues.  The housing TABs are secured by a senior
lien on the former housing set-aside revenues.

KEY RATING DRIVERS

VERY STRONG SENIOR COVERAGE: The 'A' rating on the senior TABs
reflects very high debt service coverage levels that hold up well
to severe hypothetical assessed valuation (AV) losses.

LOW SUBORDINATE COVERAGE LEVELS: The 'BB-' subordinate TAB rating
reflects extremely low debt service coverage and variable rate
structural risks.  Although this front-loaded refunding results in
a few years of improved coverage, Fitch conservatively forecasts
coverage below 1.0x upon expiration of the savings under a no-
growth environment.

LOW TO ADEQUATE HOUSING LIEN COVERAGE: The 'BBB' housing TAB
rating reflects low to adequate debt service coverage, and higher
tax base concentration levels than the non-housing TABs as former
housing revenues are generated by a subset of the total project
area.

CASH FLOW RESOLUTION REDUCES SUB RESERVES: The subordinate TABs'
LOC-required supplemental debt service reserve fund (supplemental
reserve) is expected to be drawn down on a one-time basis to
resolve former non-compliance with a cash flow-related indenture
requirement.  After the drawdown, the subordinate TABs' non-
variable rate TAB (the 2004A variable rate TABs are not rated by
Fitch) supplemental reserves will be substantially depleted with
no replenishment provision.

APPEALS DAMPEN GROWTH PROSPECTS: Although construction is ongoing
and residential values have increased substantially over the past
year, a large, recently-granted appeal and a significant backlog
of commercial appeals will offset related assessed valuation (AV)
gains over the short-term.

MIXED PROJECT AREA CHARACTERISTICS: The project area benefits from
its very large size, a rebounding housing market, significant new
construction, and a high incremental value (IV) to base year
ratio, suggesting lower revenue volatility.  However, AV fell
significantly during the housing-led recession and has not yet
shown recovery, the local economy is weighed by high unemployment
and low income levels, and taxpayer concentration is high.

RATING SENSITIVITIES

TAX BASE PERFORMANCE: The ratings or Outlooks may change,
depending on the performance and sustainability of the project
area's tax base.

LOC RENEWAL: The subordinate TABs' rating would be downgraded if
the agency were unable to renew its LOC at a reasonable cost,
leading to material deterioration of the TABs' already weak debt
service coverage.

CREDIT PROFILE

Pittsburg is located in Contra Costa County and benefits from its
location within the large and diverse San Francisco Bay Area
employment market and the presence of several large industrial
enterprises.  Most local economic indicators are weak despite the
city's geographic advantages.

The project area comprises a large 5,750 acres, making up over 70%
of the city's fiscal 2014 AV.  Although the project area's tax
base contains a fair degree of diversification by property type,
there is high concentration among the top 10 payers who make up
33% of IV (30% of AV).

FY14 AV FLAT AS ADMINISTRATIVE ERROR, APPEALS OFFSET GAINS
Despite increasing new development and major home price gains, the
project area's fiscal 2014 AV gained just 0.3% year-over-year.
Management believes AV would have climbed 5% if not for a county
administrative error that resulted in a parcel being removed from
the project area in fiscal 2014 that had been inadvertently
included in fiscal 2013.  Also, state-assessed Delta Energy
Center, the project area's largest taxpayer, successfully appealed
its AV with a $55 million reduction.  According to Zillow, home
prices increased a significant 20% year-over-year through January
2013 (the valuation date used to determine AV levels for fiscal
2014).

FY15 AV DIFFICULT TO PREDICT DUE TO MIXED DATA

The county has not provided guidance on fiscal 2015 AV levels,
which will be subject to significant and countervailing forces.
Positive factors include a rapidly recovering housing market,
including $88.7 million (2.3% of fiscal 2014 AV) of recently sold
properties, 104 new housing units under construction, and a
substantial 36% year-over-year home value increase through January
2014, according to Zillow.  Because much of the residential
housing stock was subject to temporary Prop 8 reductions during
the housing downturn, the Prop 13 AV cap (typically 2% annually)
will not apply to much of the residential valuation gain.

These gains will be offset by known and pending appeals and an
atypically low 0.45% Prop 13 inflation adjustment for fiscal 2015.
Another significant taxpayer, United Spiral Pipe LLC (the project
area's third largest taxpayer) successfully appealed its AV and
will recognize a $49 million reduction in fiscal 2015.  Numerous
other taxpayers have appeals pending, with total AV at risk of
$200 million (5.5% of fiscal 2014 AV).  If these appeals succeed
at historical success rates, then the projected AV loss amounts to
$126 million ($3.2% of fiscal 2014 AV) on top of the previously
mentioned known loss of $49 million (1.3%).

Fitch's base case AV change for fiscal 2015 is a loss of $68.8
million (1.8% of fiscal 2014 AV), which nets estimated pending and
known appeals against known sales and new construction, and
assumes the CPI adjustment of 0.45% is applied to all project area
AV.  Fitch believes these assumptions are conservative in light of
rapidly rising home prices and a large overhang of temporary Prop
8 AV reductions that applies to much of the project area's housing
stock.

OUT-YEAR AV GROWTH POISED TO BENEFIT FROM NEW CONSTRUCTION

AV levels in fiscal 2016 and beyond are likely to benefit from
elevated construction levels.  New housing construction is
proceeding at a pace of about 200 single family homes annually,
with an approximate annual value of $68.8 million (2.8% of fiscal
2014 AV) based on agency-reported median sales values of $534,500.
Multi-family construction is also expected to boost AV, but the
timing of such developments is difficult to predict.

The city has approved over 2,500 new housing units within the
project area, and expects thousands more given the availability of
vacant land and in-fill development opportunities.  A portion of
anticipated projects are related to a planned Bay Area Rapid
Transit rail extension into the project area.

SENIOR TABS ENJOY A VERY STRONG AV CUSHION

Fitch-estimated fiscal 2014 pledged tax increment revenues of $34
million cover senior TABs' maximum annual debt service (MADS) of
$12.9 million by 2.57x.  Fitch views the senior TABs' AV cushion
as very strong, and estimates AV would have to decline by a severe
59% for MADS coverage to reach 1.0x.  By comparison, the project
area's peak-to-trough AV decline was a cumulative 20%.  Fitch's
estimated AV cushion calculations assume known AV gains and losses
for fiscal 2015, but do not include the potential impact of
pending appeals.

In addition to strong coverage levels, the senior TABs also
include a cash-funded debt service reserve fund sized to the IRS
maximum.

HOUSING TABS HAVE LOW TO ADEQUATE AV CUSHION

Fitch-estimated fiscal 2014 former housing revenues of $2.5
million cover housing TABs' MADS of $2 million by 1.27x.  Fitch
views the housing TABs' AV cushion as low to adequate, and
estimates AV would have to decline by the same amount as its 20%
peak to trough recessionary fall for MADS coverage to reach 1.0x.

The housing TABs' former housing revenues are only generated from
sub-project areas 2 and 3, as project area 1 was exempted based on
prior redevelopment statutory exemptions and affordability
characteristics.  As such, the housing TABs' portion of the total
project area is smaller than the non-housing TABs, but still
adequately sized at nearly 2,000 acres.  However, taxpayer
concentration is significantly higher at 45% of AV and 47% of IV
(30% and 33% for the total project area, respectively).

SUBORDINATE TABS PROJECTED TO HAVE INADEQUATE COVERAGE

Fitch estimates fiscal 2014 net tax increment revenues at $34
million, providing only 95% of revenue needed to cover all-in
(senior plus subordinate debt service) MADS.  However, coverage of
fiscal 2014 annual debt service (ADS) is sum-sufficient, inclusive
of $535,000 of surplus housing revenues (see below for discussion
of surplus housing availability) and $416,000 of unitary revenues
(property taxes derived from certain state-assessed properties).
The agency additionally projects interest earnings, loan
repayments, and supplemental property tax revenues of $2.4
million, which should enhance the agency's ability to make debt
service payments each year.  However, Fitch conservatively
excludes these items from its coverage calculations.

Fitch forecasts coverage of MADS in fiscal 2015 at an extremely
low 1.03x, which is boosted significantly with front-loaded
interest savings from this refunding.  Fiscal 2015 coverage levels
are weighed by the impact of AV appeals and a one-time accrued LOC
fee of $2 million.  Due to the TABs' rating level falling below
'BB+' in 2012, the agency's LOC fee on its variable rate TABs
increased $1 million annually.  The LOC provider allowed the
agency to accrue the fee for the first two implementation years,
to $2 million payable in December 2014.  Subsequent years' fees
will equal about $1 million unless or until the subordinate TABs'
rating rises to at least 'BB+' or the LOC is terminated.  The LOC
expires in December 2014 and includes an evergreen renewal
provision.

Fitch estimates that under a conservative no growth and low
interest earnings scenario, the agency will add modestly to its
reserve levels annually over the next decade due to the
availability of interest earnings and other revenues.  Under a set
of more aggressive assumptions, the agency projects significant
annual surplus revenues over the same period.

The subordinate TABs may benefit from the agency beginning to
adhere to an indenture requirement to fund its subordinate debt
service fund to two year's worth of debt service.  Historically
the agency had funded to just one year.  The agency plans to reach
compliance with this requirement over time using surplus revenues.
This will allow the agency to retain funds that would otherwise
have flowed to overlapping taxing entities, and to build up a
larger cash cushion for the benefit of bondholders.  The larger
sized debt service reserve has been approved by DOF for inclusion
on the agency's recognized obligation payment schedule.

CASH FLOW RESOLUTION TO SHRINK SUPPLEMENTAL RESERVE

In addition to the two-year requirement for the subordinate lien
TABs, the agency intends to correct its historical non-compliance
with a senior TAB indenture requirement that requires tax
increment be diverted at the beginning of the bond year in an
amount sufficient to pay a full year's worth of senior debt
service. Historically the agency executed the requirement on a
semi-annual basis instead of the required annual basis.
Correcting the cash flow timing issue will negatively affect the
subordinate TABs' cash cushion, conservatively projected to result
in a $2.8 million one-time draw on the non-variable rate TAB's
supplemental reserve, which would reduce the reserve to $2.7.

The non-variable rate TABs additionally enjoy standard indenture-
required reserves sized to the IRS maximum, or $9.9 million.  The
cash-funded reserves have not been tapped to date and are not
expected to be needed to comply with either of the afore-mentioned
indenture requirements.

SUB TABS EXPOSED TO VARIABLE RATE STRUCTURAL RISKS

Of the subordinate non-housing TABs, 45% are the agency's 2004A
variable rate bonds by par value which are not rated by Fitch with
a variable-to-fixed rate swap.  The variable rate structure leaves
all of the parity TABs, including those rated by Fitch, exposed to
interest rate risk and a potential termination payment if the swap
is terminated.  The swap counterparty may terminate the swap if
the agency's debt is downgraded to below 'BBB-' by S&P, which is
the current rating level.  Management estimates the termination
payment at roughly $14 million.

The termination payment would be subordinate to subordinate debt
service and all pass-through payments and likely could not be paid
based on current debt service coverage levels.  As a result, the
swap counterparty may not be incentivized to terminate the swap,
if the option becomes available.  Further, given its subordination
to debt service, Fitch would not expect failure to make a
termination payment to result in a TAB default.

The agency is also exposed to LOC renewal and fee hike risks, with
the LOC scheduled to expire in December 2014.  An inability to
extend or replace the agency's LOC would result in conversion of
the variable rate TABs to bank bonds, which could raise interest
costs to as high as 12%, adding an estimated $9.6 million to
annual interest costs.  Fitch estimates the bonds' combined non-
variable rate TAB debt service reserves could last approximately
two years under these conditions before depletion, depending on
the allocation of revenue shortfalls between various debt service
reserve funds.


PROSPECT SQUARE: Plan Outline Approval Hearing Reset to June 30
---------------------------------------------------------------
Bankruptcy Judge Elizabeth Brown rescheduled for June 30, 2014, at
11:00 a.m., the hearing to consider the adequacy of information in
the Disclosure Statement explaining Prospect Square 07 A, LLC's
Joint Plan of Reorganization dated April 29, 2014.

The hearing scheduled for June 19 is vacated.

According to the Disclosure Statement, the Plan provides for the
substantive consolidation of the Debtors' estate for Plan purposes
only and for matters associated with treatment of creditor claims,
Plan confirmation of the Plan.

Under the Plan, the Debtors propose to treat claims as:

         Class                                  Treatment
         -----                                  ---------
1. Allowed Unsecured Priority Claims        100% distribution
   under Section 507(a)(4) or (5)

2. Allowed Secured Claim of Hamilton        Paid in full within 48
   County Treasurer for unpaid              months of the
  prepetition real property taxes           Effective Date of the
                                            Plan

3. Allowed Secured Claim of MSCI            Allowed secured claim
   2007-IQ Retail 9654, LLC/LNR             will be paid at the
   Property, LLC                            rate of 4% interest,
                                            based upon a 25-year
                                            amortization term and
                                            paid in equally
                                            monthly installments.

4. Allowed Unsecured Claims                 Class 4 claimants will
                                            be paid in full within
                                            one year of the
                                            Effective Date of the
                                            Plan.

5. Interest held by Pre-Confirmation        On the Effect Date of
   Members                                  the Plan, all
                                            interests in the
                                            Debtors held by Class
                                            5 will be retained by
                                            interest holders.

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

     http://bankrupt.com/misc/PROSPECTSQUARE_92_ds.pdf

                 About Prospect Square 07 A, LLC

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

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

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


QUALTEQ INC: Cases Consolidated for Purposes of UST Fees Payment
----------------------------------------------------------------
Bankruptcy Judge Eugene R. Wedoff approved the substantive
consolidation of the Debtors' cases under the case of Vmark, Inc.,
as of the Effective Date, which occurred on May 3, 2013, including
for purposes of paying U.S. Trustee fees.

On May 21, Development Specialists, Inc., solely in its capacity
as liquidator in the Chapter 11 cases of Qualteq, Inc., doing
business as VCT New Jersey, Inc. and certain of its affiliated
debtors requested for an order confirming the substantive
consolidation of the Vmark Debtors' cases, including for purposes
of paying all fees arising under Section 1930(a)(6) of the
Bankruptcy Code.

The liquidator related that in connection with the Vmark Debtors'
payment of certain mandatory U.S. Trustee Fees, the Clerk of the
Court has requested that the Liquidator obtain an order allowing
for a docket entry to be entered in the cases recognizing that the
Vmark Debtors are permitted to pay the U.S. Trustee Fees on a
consolidated basis so as to permit the Office of the U.S. Trustee
to process the fees accordingly.

The Liquidator is represented by:

         James H.M. Sprayregen, P.C.
         David L. Eaton, Esq.
         Ryan Preston Dahl, Esq.
         KIRKLAND & ELLIS LLP
         300 North LaSalle Street
         Chicago, IL 60654
         Tel: (312) 862-2000
         Fax: (312) 862-2200

                        About Qualteq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engaged in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactured magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  EisnerAmper LLP serves as its accountants and
financial advisors.

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

At the request of Bank of America NA, the bankruptcy judge
appointed a Chapter 11 trustee in May 2012.  The case was
transferred to Chicago from Delaware in February 2012.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.

In April 2013, the Bankruptcy Court in Chicago signed an order
confirming Qualteq Inc.'s liquidating Chapter 11 plan.  Creditors
with about $9.8 million in claims are being paid in full from a
liquidating trust.  Lenders with mortgages on real estate securing
about $34 million also will be paid in full from sales of the
underlying properties.  Creditors were practically unanimous in
accepting the plan.  The disclosure statement contained a
projection showing $13.7 million left over for the company's
owners after creditors are paid.


QUANTUM CORP: Incurs $21.5 Million Net Loss in Fiscal 2014
----------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$21.47 million on $553.16 million of total revenue for the year
ended March 31, 2014, as compared with a net loss of $52.17
million on $587.43 million of total revenue for the year ended
March 31, 2013.

As of March 31, 2014, the Company had $361.79 million in total
assets, $449.19 million in total liabilities and a $87.40 million
stockholders' deficit.

"If the average closing price of our common stock were to drop
below $1.00 per share over a consecutive thirty trading-day
period, we would be out of compliance with NYSE Euronext ("NYSE")
rules, and our common stock could be delisted from trading on the
NYSE, which could materially and adversely impair the liquidity
and value of our common stock," the Company disclosed in the
Report.

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

                          http://is.gd/xSU1tb

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.


QUIKSILVER INC: Moody's Affirms B3 CFR & Alters Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service revised Quiksilver Inc.'s rating outlook
to negative from stable. Moody's also affirmed the company's B3
Corporate Family Rating and its SGL-2 Speculative Grade Liquidity
rating.

The revision in the rating outlook to negative from stable
reflects the company's declining top-line performance with YTD
revenues falling around 7% and this trend is expected to continued
into the second half of fiscal 2014 (ends 10/31/14). As a result
Quiksilver expects adjusted EBITDA (as defined by the company) to
be below the actual levels achieved in 2014; as a result Moody's
expects credit metrics will remain weak for an extended period of
time. The company has indicated that initial sell through of its
key brands was weak and that it will take corrective measures,
such as lowering initial prices, next year to address these
issues, but Moody's consider the effect of this strategy to be
uncertain. The negative outlook also considers the very weak
performance of the DC brand -- the company's second largest brand
by revenue in its latest fiscal year -- which saw a 19% decline in
total sales and 35% decline in the US wholesale category alone in
the most recent quarter -- which is contrary to robust sales seen
by competitors, indicating market share losses.

The affirmation of Quiksilver's B3 Corporate Family Rating
reflects that while its performance is moderating, the company
still has good liquidity with cash and restricted cash of around
$120 million as of April 30, 2014 and committed availability of
$91 million as of the same date. Moody's note that this period
reflects peak seasonal needs and Moody's would expect some modest
debt repayment in the next couple quarters as its reduces its
investment in working capital. Moody's also anticipate that EBITDA
will cover a significant portion of cash interest costs and
capital expenditures in the current fiscal year. Quiksilver also
has no debt maturities until the December 2017 maturity of the
Euro note issued by its wholly owned subsidiary Boardriders S.A.
The affirmation also reflects Moody's expectations the company
will continue to make progress on cost savings initiatives under
its Profit Improvement Plan, though it will now take until 2017 to
realize the full benefits.

The following ratings were affirmed:

Quiksilver Inc.

Corporate Family Rating at B3

Probability of Default Rating as B3-PD

Speculative Grade Liquidity Rating at SGL-2

Quiksilver, Inc. and QS Wholesale, Inc

$280 million senior secured notes due 2018 at B2 (LGD 3, 40%)

$225 million senior unsecured notes due 2020 at Caa2 (LGD 6,
90%)

Boardriders S.A.

EUR 200 million notes due 2017 at B3 (LGD 3, 44%)

Ratings Rationale

Quiksilver's B3 Corporate Family Rating reflects the company's
high debt burden - debt/EBITDA was near 7 times as of its most
recent fiscal year and Moody's expects leverage will modestly
weaken further over the course of fiscal 2014. The ratings also
reflect the company's weak execution, as evidenced by its low
absolute operating profit margins. The ratings also reflect the
company's good overall liquidity with unrestricted cash balances
of $63 million, and committed availability under its various
credit lines $91 million as of April 30, 2014 and with no
meaningful debt maturities until the December 2017 maturity of its
the EUR 200 million note issue. Despite recent operating
challenges Moody's believe the company's brands are well
recognized in their categories, evidenced by the still high gross
margins of the company notwithstanding recent challenges.

The negative rating outlook reflects concerns that the company may
be seeing sustained shift in spending by its customer base to
other retail channels and the uncertainty around the company's
planned strategy to lower pricing to more effectively compete. If
these pressures persist and the company's strategies do not result
in sales stabilization, credit metrics would likely remain weak
for an extended period of time. While the company has somewhat
delayed the timeframe by which it expects to achieve its Profit
Improvement Plan goals, Moody's do expect the company will gain
efficiencies from these plans over time.

Ratings could be downgraded if Quiksilver were unable to see
positive results from its revised pricing strategies and other
brand initiatives by Spring 2015. Quantitatively ratings could be
lowered if Moody's did not expect debt/EBITDA to approach six
times in the next 12 to 18 months. Ratings could also be
downgraded if the company were unable to maintain a good overall
liquidity profile.

In view of the negative rating outlook there is little upward
rating pressure. The rating outlook could be revised to stable if
the company's initiatives resulted in positive trends in revenue
and earnings such that debt/EBITDA was expected to approach six
times over the next 12-18 months while maintaining a good overall
liquidity profile. Over time ratings could be upgraded if the
company were to be successful over time executing its Profit
Improvement Plan, which would be evidenced by operating margins
showing meaningful improvement from current levels.
Quantitatively, ratings could be upgraded if debt/EBITDA was
sustained below 5 times and interest coverage was sustained above
1.75 times.

Quiksilver Inc., based in Huntington Beach CA is a designer and
distributor of branded apparel, footwear, accessories, and related
products under brands including Quiksilver, Roxy and DC. The
Company generated $1.8 Billion of revenues in its most recent
fiscal year.

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


RICEBRAN TECHNOLOGIES: To Sell $30 Million of Securities
--------------------------------------------------------
RiceBran Technologies filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement to register 30
million worth of its securities for sale.

The Company sai it will provide specific terms of these offerings
and securities in one or more supplements to this prospectus.

The Company may offer and sell these securities to or through one
or more underwriters, dealers and agents, or directly to
purchasers, on a continuous or delayed basis.

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "RIBT."

The aggregate market value of the Company's outstanding common
stock held by non-affiliates was approximately $31,256,615 based
on 6,445,306 shares of outstanding common stock, of which
1,196,467 shares are held by affiliates, and a price of $5.93 per
share, which was the last reported sale price of our common stock
as quoted on NASDAQ Capital Market on June 4, 2014.  We have not
offered any securities pursuant to General Instruction I.B.6 of
Form S-3 during the prior 12 calendar month period that ends on,
and includes, the date of this prospectus.

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

                         http://is.gd/ZZF2sK

                            About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $52.66 million in total
assets, $40.78 million in total liabilities, $6.42 million in
temporary equity and $5.44 million in total equity attributable to
the Company shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


RICEBRAN TECHNOLOGIES: Authorized Common Shares Hiked to 25MM
-------------------------------------------------------------
A special meeting of shareholders of RiceBran Technologies was
held on May 30, 2014, at which the shareholders approved an
amendment to the Company's articles of incorporation to increase
the authorized number of shares of common stock from 6,000,000 to
25,000,000.

On May 30, 2014, RiceBran Technologies and Dale J. Belt, the
Company's chief financial officer, amended Mr. Belt's employment
agreement to extend his term of employment from June 1, 2014, to
June 1, 2015.

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $52.66 million in total
assets, $40.78 million in total liabilities, $6.42 million in
temporary equity and $5.44 million in total equity attributable to
the Company shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


SANDBURG MALL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sandburg Mall Realty Management LLC
        1150 W. Carl Sandburg Drive
        Galesburg, IL 61401

Case No.: 14-81063

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 5, 2014

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Hon. Thomas L. Perkins

Debtor's Counsel: Sumner Bourne, Esq.
                  RAFOOL, BOURNE & SHELBY, P.C.
                  411 Hamilton Blvd #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  Email: sbnotice@mtco.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sion Nobel M.D., sole member.

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


SEADRILL PARTNERS: Moody's Affirms Ba3 Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Seadrill Partners LLC's (SDLP)
corporate family rating (CFR) at Ba3, and probability of default
rating (PDR) at Ba3-PD. Moody's also assigned a Ba3 definitive
rating to the $1.8 billion senior secured term loan due 2021,
borrowed by Seadrill Operating LP and Seadrill Partners Finco LLC,
subsidiaries of SDLP, which the company is seeking to increase
with a $1 billion add-on, as well as assigning a Baa3 rating to
the $100 million first out secured revolving credit facility (RCF)
due 2019, borrowed by Seadrill Operating LP, Seadrill Partners
Finco LLC, and Seadrill Capricorn Holdings LLC, also a subsidiary
of SDLP. The outlook on all ratings remains stable.

These actions follow the company's very weak operating performance
in the first quarter 2014 and also the proposed $1 billion term
loan to refinance existing debt facilities relating to the
purchases of the West Capricorn and West Auriga vessels. The $1
billion term loan will be structured as an add-on to the existing
$1.8 billion senior secured term loan due 2021.

Ratings Rationale

The affirmation of Moody's existing ratings firstly reflects
financing in line with Moody's expectations following the
completion of the acquisition of the companies that own and
operate the ultra-deepwater drillship the West Auriga for a total
consideration of $1.24 billion on a 100% basis on 21 March 2014.
The West Auriga was acquired by Seadrill Capricorn Holdings LLC,
which is 51% owned by SDLP. The acquisition was funded with $543
million in debt, including a $100 million discount note from
Seadrill Limited (SDRL), the parent of SDLP as well as $355
million from SDLP's second public follow in equity offering. In
combination with the prepayment of a $70 million unsecured
discount note from SDRL gross debt associated with the acquisition
was in line with Moody's expectations.

Secondly, the proposed $1 billion term loan add-on will be used to
refinance this debt as well as $426 million in similar debt
associated with the acquisition of the West Capricorn vessel.
Moody's views this as credit positive as it increases the number
of collateral vessels to six from four, increases the average
remaining contract life of the collateral to 4.3 years from 3.9
years and decreases the average age of the collateral vessels to
3.6 years from 4.7 years. It also simplifies SDLP's capital
structure by significantly reducing the amount of debt with cross-
defaults, cross-acceleration with and maintenance covenants on the
parent, SDRL. After the completion of this transaction, only the
following debt will have cross-acceleration or cross-default with
SDRL: $86 million outstanding of the West Vencedor facility (that
matures in H1 2015), $289 million outstanding under the T-15 loan
agreement and T-15/T-16 facility (which are outside of the
borrower group of the rated term loan and RCF) and an undrawn $100
million RCF from SDRL that only cross defaults with the West
Vencedor facility.

Finally, the positives of the transaction were countered by very
weak operating performance in the first quarter 2014. Overall
economic utilization for the fleet was 82% following 60 days of
downtime due to the West Aquarius and 17 days due to the West
Capricorn equipment failures. This was significantly below Moody's
expectations and historic utilization of greater than 90%.
Although the company states that operational performance so far in
the second quarter has been solid with economic utilization around
97% to date, Moody's still expects the poor performance in Q1 2014
to result in gross leverage for FY2014 closer to 4.5x than the
original expectations of 4.0x.

Rating Outlook

The stable outlook assumes that the company reverts to operating
at high levels of utilisation and that future dropdowns and
financial policy do not lead to a deterioration in credit metrics.
It also assumes that the company will maintain good liquidity and
that Moody's continues to expect Seadrill Limited will have no
funding problems or covenant breaches.

What Could Change The Rating Up/Down

The rating could be downgraded if consolidated leverage remains
around 4.5x, the collateral group leverage remains above 4.0x, or
if the conditions for a stable outlook are not met. Conversely,
the rating could be upgraded if consolidated leverage is
maintained below 3.5x, the collateral group leverage is maintained
below 3.0x, the fleet at the borrowing group level grows
materially and there is no negative pressure from the credit
linkage with Seadrill Limited.

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

Seadrill Partners LLC, is a Marshall Islands registered company,
fully controlled by Seadrill Limited. 53% of SDLP's LLC interest
is owned by SDRL, with the remainder held by public unitholders.
It is a provider of offshore drilling services to the oil and gas
industry and its fleet consists of four 6th generation ultra-
deepwater semi-submersibles and two ultra-deepwater drillships,
two tender barges and one semi-tender barge. It generated revenue
and Moody's adjusted EBITDA of $1,064 million and $682 million
respectively in FY2013 and has a current market capitalisation of
approximately $2.5 billion. Seadrill Limited, which has an
operating agreement with SDLP, has a fleet of 69 units, including
19 under construction. For FY2013, it reported revenues of $5.85
billion and Moody's adjusted EBITDA of $3 billion. It has a
current market capitalisation of approximately $18 billion.


SINCLAIR BROADCAST: Seven Directors Elected at Annual Meeting
-------------------------------------------------------------
The annual meeting of shareholders of Sinclair Broadcast Group,
Inc., was held on June 5, 2014, at which the shareholders:

   (1) elected David D. Smith, Frederick G. Smith, Duncan Smith,
       Robert E. Smith, Daniel C. Keith, Martin R. Leader and
       Lawrence E. McCanna as directors for terms expiring at the
       next annual shareholders meeting in 2015 or until their
       respective successors have been elected and qualified;

   (2) ratified the appointment of PricewaterhouseCoopers LLP as
       the Company's independent auditors for the fiscal year
       ending Dec. 31, 2014;

   (3) approved the Company's executive compensation, in a non-
       binding vote.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

Sinclair Broadcast reported net income of $75.81 million in 2013,
as compared with net income of $144.95 million in 2012.  The
Company's balance sheet at Dec. 31, 2013, showed $4.14 billion in
total assets, $3.74 billion in total liabilities and $405.70
million in total equity.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


STERLING MID-HOLDINGS: S&P Assigns 'B' ICR; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
issuer credit rating to Jersey-based Sterling Mid-Holdings Ltd.
(Sterling).  The outlook is negative.  At the same time, S&P
affirmed the 'B' issuer credit rating on Berwyn, Pa.-based DFC
Global Corp. and removed it from CreditWatch with negative
implications.  The outlook is negative.

DFC Global's shareholders have approved the sale of the company to
Loan Star Funds.  Loan Star has committed an equity contribution
of $700 million (reduced from an original offering of $750
million), of which it will use about $380 million to purchase DFC
Global's common stock.  In conjunction with the buyout, Sterling,
the newly formed holding company, will issue the proposed senior
secured notes (which S&P already rates 'B') from its wholly owned
subsidiary, DFC Finance Corp.  DFC Global will use the equity
contribution and the proposed $800 million senior secured notes to
repay substantially all of the company's existing debt.  Sterling,
DFC Global, and certain other subsidiaries -- which will represent
the majority of the consolidated company's cash flows and earnings
-- will guarantee the new notes.

"We view the buyout and debt transaction as moderately positive
developments from a credit perspective," said Standard & Poor's
credit analyst Igor Koyfman.  After the transactions close, the
company will have lower indebtedness and extend its debt maturity
profile.  However, the company's weaker-than-expected financial
performance, underpinned by new lending guidelines in the U.K.,
offsets the expected improvement in leverage. (DFC Global reduced
its fiscal 2014 EBITDA guidance to between $151 million and $156
million, from $170 million and $200 million.)  S&P views the
concentrated ownership as a negative rating factor, primarily
because it believes that over time Loan Star will pursue an exit
strategy that may involve additional debt for the company.

After further analysis of DFC Global's financials in conjunction
with the closing of the proposed transaction, S&P believes that
leverage will be about 5.0x-5.5x over the next 12 months.
Leverage is higher compared with S&P's initial analysis because
the total debt offering increased by $50 million.  S&P also
expects EBITDA to interest expense to be about 1.75x-2.25x over
the next 12 months.  An interest coverage below 2x would support a
'B-' issuer credit rating.

The negative outlook reflects the company's high leverage and
recent poor operating results.

S&P could lower the rating if the Sterling's EBITDA to interest
expense will be below 2x or debt to EBITDA exceeds 5.5x, without a
credible plan to improve these credit metrics.  This could occur
if regulatory changes or unsuccessful acquisitions lead to lower
earnings or the company raises debt to fund dividends.

Given the extent of the regulatory risk the company is exposed to,
S&P don't foresee an upgrade within the next 12 months.  However,
S&P could raise the rating if the company reduces debt to EBITDA
to below 3.5x and increases EBITDA interest coverage to above 4x
on a sustained basis.


TEMPEL STEEL: S&P Revises Outlook to Stable & Affirms CCC+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
'CCC+' corporate rating on Tempel Steel Co. to stable from
negative.  At the same time, S&P affirmed its ratings on the
company, including the corporate credit rating and issue-level
rating.  The recovery rating on the debt issue remains unchanged.

"The outlook revision reflects the company's recent covenant-lite
revolver refinancing, which alleviated liquidity pressure from
limited covenant headroom," said Standard & Poor's credit analyst
Carol Hom.  "The facility is currently undrawn.  Still, the
company's extended revolving credit facility and outstanding notes
mature in mid-2016, which exposes the company to refinancing risk
if operating performance deteriorates, given weak credit
measures."

The rating is based on Standard & Poor's assessment that Tempel
Steel's business continues to be vulnerable and that the company
remains dependent on favorable business, financial, and economic
conditions to meet its financial commitments.  With near-term
liquidity concerns alleviated, the company's sales and operating
trends have remained relatively flat.  While S&P forecasts modest
improvement, it believes the potential for sustained volume growth
remains uncertain.  The long-term sustainability of the company's
capital structure will depend on its operating performance which
has the potential to be volatile, partly due to its exposure to
swings in steel prices.  S&P would also consider the need to meet
cash interest obligations by drawing on its asset-backed lending
facility as a negative indicator.


TGI FRIDAYS: S&P Assigns 'B+' CCR; Outlook Negative
---------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to TGI Fridays Inc. (TGIF)  The outlook is negative.

At the same time, S&P assigned a 'BB-' issue rating to the
company's proposed first-lien credit facility with a recovery
rating of '2', indicating S&P's expectation for substantial (70%
to 90%) recovery for lenders in the event of a payment default.
The first-lien credit facility consists of a five-year $50 million
revolving credit facility and a six-year $425 million term loan.
S&P also assigned a 'B-' issue rating to the company's proposed
seven-year $195 million second-lien term loan with a recovery
rating of '6', indicating S&P's expectations for negligible (0% to
10%) recovery in the event of a payment default.

"We based our ratings on Carrollton, Texas-based casual dining
operator and franchisor TGIF on its vulnerability to consumer
spending and dining trends and its mid-size scale compared with
larger operators such as Applebee's," said credit analyst Andy
Sookram.  "We think its refranchising plans will allow the company
to generate sizeable cash proceeds in the near term that would be
used for debt reduction and allow the company to improve its
earnings and cash flow consistency."

The negative outlook reflects the potential that the U.K. asset
sale and debt reduction do not occur as planned, resulting in
leverage in the high 5x area, along with the U.S. business
remaining under pressure.

Downside Scenario

S&P could lower the rating if the company is not able to
refranchise its U.K. operations and reduce debt with the proceeds,
or if it adopts aggressive financial policies such that dividends
are funded with additional debt.  In these scenarios, leverage
would be more than 5.5x and S&P would revise its financial risk
profile to "highly leveraged".  Failure to manage U.S. competitive
pressures, such as large menu price discounting, and a drop in
customer traffic could result in substantial margin deterioration,
and also cause us to revise our assessment of the business risk
profile to "vulnerable", leading to a downgrade.

Upside Scenario

S&P could consider revising the outlook to stable once it has
higher confidence that the U.K. asset sale will occur and U.S.
operations will improve.  In the former scenario, S&P will expect
same-store sales to be sustained at positive levels for a few
consecutive quarters and the company is able to effectively
execute its restaurant growth plans.  In S&P's base-case
assumptions, it expects same store sales of slightly under 1% and
EBITDA margins of about 15.3%.


THORCO INC.: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Thorco, Inc.
        Po Box 1557
        Kalispell, MT 59901

Case No.: 14-60633

Chapter 11 Petition Date: May 27, 2014

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Hon. Ralph B. Kirscher

Debtor's Counsel: Jon R Binney, Esq.
                  BINNEY LAW FIRM, PC
                  P.O. Box 2253
                  Missoula, MT 59806
                  Tel: 406 541-8020
                  Email: jon@binneylaw.com

Total Assets: $9.43 million

Total Liabilities: $3.39 million

The petition was signed by Dennis Thornton, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/mtb14-60633.pdf


TRIVIAL DEVELOPMENT: Case Summary & 19 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Trivial Development Corporation
        1035 N. Hilltop Drive
        Itasca, IL 60143

Case No.: 14-21378

Chapter 11 Petition Date: June 6, 2014

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

Judge: Hon. Donald R Cassling

Debtor's Counsel: James P Mullally, Esq.
                  KONEWKO & ASSOC., LTD.
                  29W204 Roosevelt Road
                  West Chicago, IL 60185
                  Tel: 630-231-5500
                  Fax: 630-231-5548
                  Email: jpm@konewkoandassoc.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lawrence J. Balsamo, president.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-21378.pdf


UNIVERSAL COOPERATIVES: 7-Member Committee Named
------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed, pursuant to Section 1102(a)(1) of the Bankruptcy Code,
these entities to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Universal Cooperatives, Inc., et al.:

     1. Nufarm Americas Inc.
        Attn: Bill Robison
        11901 South Austin Ave.
        Alsip, IL 60803
        Tel: 708-377-1402

     2. Merial Limited
        Attn: Mark Bounds
        1730 Olympic Dr.
        Athens, GA 30601
        Tel: 706-552-2426
        Fax: 877-637-4256

     3. Zoetis
        Attn: Michael Marino
        100 Campus Dr.
        Florham Park, NJ 07932
        Tel: 973-443-2161

     4. United Hardware Distribution Co.
        Attn: Julie Moore
        5005 Nathan Ln.
        Plymouth, MN 55442
        Tel: 763-557-2742
        Fax: 763-559-5031

     5. Trademark Plastics Corporation
        Attn: Sean G. Brown
        1 Washington Park, Ste. 1200
        Newark, NJ 07102
        Tel: 908-925-5900 x245
        Fax: 973-485-5449

     6. Chicago Heights Steel
        Attn: Bradley R. Corral
        211 E. Main St.
        Chicago Heights, IL 60411
        Tel: 708-756-5662
        Fax: 708-756-5631

     7. Nexus Resin Group LLC
        Attn: John Wooding
        37 Water St.
        Mystic, CT 06355
        Tel: 860-536-1550
        Fax: 860-536-1275

The Committee has chosen as bankruptcy counsel:

        LOWENSTEIN SANDLER LLP
        Sharon Levine, Esq.
        Bruce S. Nathan, Esq.
        Timothy R. Wheeler, Esq.
        65 Livingston Avenue
        Roseland, NJ 07068
        Telephone: 973-597-2500
        Facsimile: 973-597-2400

             - and -

        1251 Avenue of the Americas
        New York, NY 10020
        Telephone: 212-262-6700
        Facsimile: 212-262-7402

             - and -

        VENABLE LLP
        Jamie L. Edmonson, Esq.
        Daniel A. O'Brien, Esq.
        1201 North Market Street, Suite 1400
        Wilmington, DE 19899
        Telephone: 302-298-3535
        Facsimile: 302-298-3550

                   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 Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at 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.


VERIFONE INC: Moody's Rates Proposed $1.2BB First Lien Debt 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to VeriFone, Inc's
proposed 1st lien senior secured credit facilities, consisting of
a $400 million revolving credit facility due 2019, $550 million
term loan A due 2019 and a $250 million term loan B due 2021. In
addition, Moody's affirmed the company's Ba3 Corporate Family
Rating ("CFR"), B1-PD Probability of Default Rating ("PDR") and
SGL-2 Speculative Grade Liquidity rating. The rating outlook was
changed to stable from negative.

Proceeds from the proposed debt offering will be used to refinance
existing debt and pay fees and expenses associated with the
transaction, resulting in a leverage neutral transaction. LGD
point estimates are subject to change and all ratings are subject
to the execution of the transaction as currently proposed and
Moody's review of final documentation.

The affirmation of VeriFone's Ba3 CFR acknowledges the proposed
leverage neutral refinancing transaction (resulting in an improved
debt maturity profile), Moody's expectations for healthy free cash
flow generation and continued sequential improvements in revenue
and EBITDA (albeit from a low base in fiscal 2013) as strategic
management initiatives begin to take hold. The affirmation also
reflects Moody's expectations that VeriFone's ongoing
restructuring/reengineering initiatives will position the company
to more effectively compete and evolve in the fast changing
electronic payments space.

The change in outlook to stable from negative reflects Moody's
expectations that the company will be successful in executing its
turnaround plans and will sustainably grow revenue and EBITDA such
that financial leverage (on a Moody's adjusted basis) will
approach 3.5 times over the next 12 to 18 months.

The following summarizes the rating activity:

Issuer: VeriFone, Inc.

Ratings affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at B1-PD

Speculative Grade Liquidity Rating at SGL-2

Ratings assigned:

Proposed $400 million 1st lien senior secured revolving credit
facility due 2019 at Ba3 (LGD3, 31%)

Proposed $550 million 1st lien senior secured term loan A due 2019
at Ba3 (LGD3, 31%)

Proposed $250 million 1st lien senior secured term loan B due 2021
at Ba3 (LGD3, 31%)

Ratings to be withdrawn at close of transaction:

$425 million senior secured revolving credit facility due 2016 at
Ba3 (LGD3, 31%)

$884 million (outstanding) senior secured term loan due 2016 at
Ba3 (LGD3, 31%)

$100 million senior secured term loan due 2018 at Ba3 (LGD3, 31%)

The rating outlook is stable.

Ratings Rationale

VeriFone's Ba3 Corporate Family Rating ("CFR") is supported by its
leading market position in the Point of Sale ("POS") terminals
market in several major economies and a highly diversified revenue
base. The rating considers the company's sizeable installed base
of POS devices and customer relationships globally, which provide
future revenue growth opportunities in the form of replacements
and upgrades of POS terminals and additional services. The Ba3
rating also incorporates Moody's expectation that VeriFone's
elevated financial leverage of about 4.8 times (as measured by
Moody's adjusted debt to EBITDA) as of April 30, 2014, will
approach 3.5 times over the next 12 to 18 months primarily through
EBITDA expansion.

The rating acknowledges the company's prior execution issues in
regards to significant revenue declines during fiscal 2013 and
current challenges in improving revenue and EBITDA over the next
few quarters. However, VeriFone's healthy free cash flow
generation, as well as management's commitment to pursue a
conservative financial policy, especially during the ongoing
business transformation/restructuring process, provide key support
to the Ba3 rating.

The company's rating however, does incorporate an increasing level
of disintermediation risk for hardware based POS systems, as
competing technologies and software constantly emerge in an
evolving electronic payments market. Nevertheless, Moody's
believes this risk is not likely to impact Verifone's business in
the near term, as it will take time for consumers to adapt to
these new technologies. The Ba3 rating is also constrained by
increased competitive pressures from existing POS terminal
providers, the company's narrow product focus and reliance on one-
time product sales which comprise about 60% of its revenues. The
rating also incorporates VeriFone's execution risk in managing the
ongoing business restructuring initiatives and transition towards
multi-year Payment as a Service ("PaaS") contracts from
predominantly product-oriented sales.

VeriFone's ratings could be downgraded if the company is unable to
demonstrate incremental improvements in credit metrics over the
next 2 or 3 quarters and if Moody's comes to believe that the
company is unlikely to reduce and manage total debt-to-EBITDA
(Moody's adjusted) around 3.5 times in the next 12 to 18 months.
The ratings could also be downgraded as a result of material
changes in payment industry dynamics leading to higher
disintermediation risk, i.e. increasing adoption of
software/mobile based alternative payment acceptance solutions.
Escalating competition or weak business execution that limits
VeriFone's ability to improve EBITDA margins or sustain free cash
flow in the 10% to 15% range of total debt could also result in a
ratings downgrade.

Although a ratings upgrade is not expected in the next 12 to 18
months, Moody's could raise VeriFone's ratings over time if the
company's revenue mix continues to shift towards recurring service
revenues resulting in more predictable and stronger cash flow
generation, total debt to EBITDA sustains below 3.0 times, EBITDA
margins improve to above 20% (Moody's adjusted, incorporating non-
cash stock compensation and operating lease adjustments) and if
Moody's believes that the company will be able to strengthen its
market position within the electronic payments solutions space.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in San Jose, California, VeriFone is a leading
provider of point of sale hardware systems, as well as technology
based payment solutions and services.


VERIFONE INC: S&P Rates $1.2BB Secured Credit Facilities 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned VeriFone Inc.'s $1.2
billion first-lien credit facilities a 'BB' issue-level rating,
with a recovery rating of '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.
The facilities are comprised of a $400 million revolving credit
facility due 2019, $550 million term loan A due 2019, and $250
million term loan B due 2021.

S&P expects the company to use proceeds from the new credit
facilities to refinance the existing credit facilities due 2016.
S&P's 'BB-' corporate credit rating and stable outlook on VeriFone
remain unchanged.

RATINGS LIST

VeriFone Inc.
Corporate Credit Rating              BB-/Stable/--

New Rating

VeriFone Inc.
Senior Secured
  $400M revolver due 2019             BB
   Recovery Rating                    2
  $550M term loan A due 2019          BB
   Recovery Rating                    2
  $250M term loan B due 2021          BB
   Recovery Rating                    2


VICTORY ENERGY: Hires Fred Smith as New CFO
-------------------------------------------
The Board of Directors of the Victory Energy Corporation appointed
Fred Smith to serve as the Company's chief financial officer and
controller.  Current Controller Luther Poehlmann is retiring to
spend more time with his family, but will remain with the Company
to ensure a successful transition.

"On behalf of the board and senior management team, I would like
to welcome Fred to Victory Energy," said Kenny Hill, Victory's
CEO.  "Fred's extensive public company financial and operational
expertise in the upstream oil and gas sector is exactly what we
need at this time to assist with our growth through acquisitions
and drilling.  He has implemented and managed financial reporting
for other Permian Basin focused public companies that are the size
we hope to be in coming years.  Our ability to attract a seasoned
executive of Fred's caliber is further testament to the strong
relationships we have in industry and the exciting future ahead
for our company."

Mr. Smith has over 36 years of financial, compliance and
operational reporting experience, including internal controls and
SOX compliance.  Prior to joining Victory, Fred was Corporate
Controller of Pioneer Natural Resources (a NYSE/S&P 500 company)
from 2008 to 2012.  He was responsible for financial reporting,
capital and operating expense reporting and application process
controls.  He then briefly worked as senior vice president and
chief accounting officer of Magnum Hunter Resources and has been
working as an independent consultant since 2013.  Fred has worked
for variety of energy companies during his career ranging from
small privately held to major upstream entities.  Fred has a B.S.
in Accounting from the University of New Orleans and is a CPA -
having worked for Ernst & Young as a senior auditor from 1974 to
1978.

On May 27, 2014, the Company entered into an employment agreement
with Mr. Smith, pursuant to which Mr. Smith is entitled to receive
an annual base salary of $180,000 paid in accordance with Company
payroll practices.  Mr. Smith will also participate in the
Company's employee benefit plans made available to its executive
officers generally.

On June 2, 2014, Mr. Smith was granted a Nonstatutory Stock Option
covering 150,000 shares of the Company's common stock under the
Company's 2014 Long Term Incentive Plan.  The Option will have a
price of $.30 and will vest over a 3-year period on each
anniversary of the date of grant with 100 percent vesting
accelerated for certain events such as a change in control of the
Company.

                       About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.

As of March 31, 2014, the Company had $3.22 million in total
assets, $1.50 million in total liabilities and $1.71 million in
total stockholders' equity.

Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has experienced recurring losses since its
inception and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


VILLAGE AT KNAPP'S: Case Converted to Chapter 7
-----------------------------------------------
Jim Harger, writing for MLive.com, reported that U.S. Bankruptcy
Judge Scott Dales on June 9 granted a request by the International
Bank of Chicago to convert the Chapter 11 case of Village At
Knapp?s Crossing -- which operates a dormant shopping center at
the corner of the East Beltline Avenue and Knapp Street NE -- to
Chapter 7.

Steve Benner is the developer of the property.  The center's only
tenant has been a P.F. Chang?s restaurant.

According to the report, Judge Dales noted that Mr. Benner's
latest plan to reorganize the development's finances fell short of
breaking even by more than $324,000 a year.  An 11th-hour effort
to salvage the project lacked the signatures of his proposed
backers and did not indicate the development was in bankruptcy,
said Judge Dales, who called Mr. Benner's plan to complete the
project "highly speculative."

"It is not fair to expect creditors to bear the risks of dicey
ventures while their hands are tied . . ." Judge Dales said,
according to the report.

International Bank of Chicago claimed it is owed $4.1 million.

The report said Judge Dales also issued an order appointing a
special trustee to administer the Chapter 7 liquidation. No
timetable has been set for the administration of his order.

As reported by the Troubled Company Reporter, The Village at
Knapp's Crossing, L.L.C., filed a first amended disclosure
statement in support of its plan of reorganization dated Feb. 25,
2014.  In general, the Plan provides for repayment of the Debtor's
Creditors in amounts determined by Creditors' status and
classification pursuant to the Bankruptcy Code as well as the
Debtor's ability to fund such payments, with such amounts to be
paid from the operations of the Debtor and the possible sale of
certain properties of the Debtor.  With respect to payments of
specific classes of creditors, the Plan provides for the payment
in full of administrative expense and priority claims either on
the Effective Date of the Plan, pursuant to agreement among the
claimants and the Debtor, from the sale of Property, or during the
life of the Plan and no later than five years from the Effective
Date.

Hearing regarding the disclosure statement was adjourned to
June 25, 2014.

               About The Village at Knapp's Crossing

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales presides over the case.

The Debtor has scheduled $65,109,523 in total assets and
$7,419,217 in total liabilities.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel.  John S. Huizinga CPA serves
as accountants.

In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9,
dropped his bid to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

FCB is represented by Thomas G. King, Esq., at Kreis, Enderle,
Hudgins & Borsos, P.C.


WAFERGEN BIO-SYSTEMS: To Offer 3 Million Shares Under Plan
----------------------------------------------------------
Wafergen Bio-Systems, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
3 million shares of common stock issuable under the Company's 2008
Stock Incentive Plan, as amended.  The proposed maximum aggregate
offering price is $3.6 million.  A full-text copy of the Form S-8
prospectus is available at http://is.gd/72JN3j

                    About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $11.75 million in total
assets, $9.33 million in total liabilities and $2.42 million in
total stockholders' equity.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consoliated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WALDMAN DIAMOND: Initiates Ch. 11 After Bank Leumi Legal Action
---------------------------------------------------------------
The Waldman Diamond Company in New York has initiated protective
Chapter 11 proceedings in direct response to legal action by Bank
Leumi demanding immediate repayment of its long-standing rolling
credit facility.

The Waldman Diamond Company in New York is part of the Waldman
Diamond Group, headquartered in Israel, which also includes
separate and sister companies in the Far East, Canada and Israel.
WDC New York was established in 1978 and supplies polished
diamonds to the wholesale and retail jewelry trade across the
United States.  The company has banked with Bank Leumi for 35
years.

Bank Leumi announced in January that it would shut down its
diamond and jewelry financing operations in the United States
(having already withdrawn from the Israeli diamond industry in
2013), indicating that they would give their clients adequate time
to make alternative arrangements.

WDC Group CEO Alexander Waldman says: "We are defending ourselves
against an aggressive and underhanded attack by Bank Leumi.
Having announced its departure from the diamond industry, they
have shown no interest in the welfare and stability of its
customers.  We have taken robust defensive action in order to
ensure the long-term continuity of our U.S. business, to protect
our staff, and to enable us to maintain the reliable service that
we provide to our customers.  As a result of our protective
action, the lawsuit against the company has been withdrawn and WDC
New York is operating as usual.  We are confident that, after
restructuring our banking in New York, the company will come out
of Chapter 11 stronger and more robust than before."

In 2013, the Waldman Diamond Company in New York made a strategic
decision to focus on the sale of polished diamonds rather than
jewelry manufacturing.  In December 2013 they were ranked as one
of the top 10 most supportive vendors by Instore Magazine.

Headquartered in New York, The Waldman Diamond Group --
http://www.wdcgroup.com/-- is a vertically integrated
international diamond company encompassing all aspects of the
diamond industry, from rough sourcing through cutting, polishing,
design, marketing and retail distribution.  The company's
offices -- in New York, Vancouver, Shanghai, Hong Kong, Bangkok
and Tel Aviv -- service customers in its primary markets, and the
company supplies diamonds to customers all around the world
through its internet platform.


WALKER LAND: Wins Approval to Enter Into Various Loan Agreements
----------------------------------------------------------------
The Bankruptcy Court authorized Walker Land & Cattle, LLC to enter
into the Agricultural Loan Agreement, the Promissory Note, the
Agricultural Security Agreement and the Deed of Trust in
substantially the same forms and with no substantive changes to
the form loan documents.

CHS Capital, LLC is granted a superpriority lien, senior to all
other existing encumbrances on the Debtor's assets to secure the
Debtor's indebtedness to CHS Capital, LLC under the loan and
security documents, in an amount not to exceed $5,200,000, plus
interest.

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WALKER LAND: Gets Final OK to Use Cash Collateral Until Jan. 2015
-----------------------------------------------------------------
The Bankruptcy Court authorized, on a final basis, Walker Land &
Cattle, LLC, to use cash collateral until Jan. 31, 2015, pursuant
to a stipulation with Wells Fargo Bank National Association, Rabo
Agrifinance, Inc.; and the Official Committee of Unsecured
Creditors.

The order is conditioned upon CHS Capital, LLC actually loaning
and advancing the Debtor postpetition operating funds for its 2014
crops pursuant to the loan documents, and also expressly
conditioned upon the Debtor being in full compliance with any
orders of the Court.

Notwithstanding, the Debtor will not, in any event, pay any amount
that is: (a) due and payable after Jan. 31, 2015; or (b) for
services or goods delivered or for amounts due before Nov. 15,
2013; or (c) for good or services provided after the Petition Date
and prior to April 24, 2014; or (d) for goods or services to be
provided after Jan. 31, 2015.

Wells Fargo and any other party having an interest in cash
collateral will have adequate protection.

On April 22, the Court entered a sixth interim order authorizing
use of cash collateral until April 23.

In a separate order, the Court extended until June 2, the Debtor's
exclusive period to file a disclosure statement and plan of
reorganization.  The extension was pursuant to stipulations with
Wells Fargo and the Unsecured Creditors Committee.

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WALKER LAND: Insurance Premium Finance Deal Wins Court Approval
---------------------------------------------------------------
The Bankruptcy Court has approved the Commercial Insurance Premium
Finance and Security Agreement, authorizing Walker Land & Cattle,
LLC, to provide Capital Premium Financing, Inc. with adequate
protection of its interest.

The Debtor, in its motion, stated that its prepetition insurance
provider has declined to extend existing coverage beyond the April
1, 2014 expiration date.  The Debtor has a new insurance provider,
QBE Insurance Corp., who has bound coverage effective April 1,
2014.  However, QBE required that while in a pending chapter 11
bankruptcy a portion of the premiums must be financed through a
third party, Capital Premium Financing, Inc.

Under the agreement, the Debtor will pay 20% of the premium in
April, with the balance of the annual premium financed through
CPF. The remaining amount financed is $166,437 in 10 monthly
installments of $17,490 each.  CPF receives a security interest in
any unearned premium which may become payable under the policy.
The anticipated interest charge under the Loan Agreement is $8,466
representing an annual percentage rate of 10.95%; however, there
is no prepayment penalty and any unearned interest will be
refunded to the Debtor.

The Debtor is authorized and directed to timely make all payments
due under the Loan Agreement and CPF is authorized to receive and
apply such payments to the indebtedness owed by Debtor to CPF.  If
the Debtor does not make any of the payments as they become due,
the automatic stay will automatically lift to enable CPF or third
parties, including insurance companies providing the protection
under the policies, to take all steps necessary and appropriate to
cancel the policies, collect the collateral and apply such
collateral to the indebtedness owed to CPF by the Debtor.

The Debtor is represented by:

         Robert J. Maynes, Esq.
         MAYNES TAGGART, PLLC
         525 S. Park Ave., Suite 2E
         P.O. Box 3005
         Idaho Falls, ID 83403
         Tel: (208) 552-6442
         Fax: (208) 524-6095
         E-mail: mayneslaw@hotmail.com

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.


WESTMINSTER MANOR: Fitch Affirms 'BB+' Rating on $64.62MM Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by the Travis County Health Facilities Development
Corporation on behalf of Westminster Manor (Westminster):

  --$64,620,000 series 2010 revenue bonds.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of gross revenues, a mortgage
lien on property and a debt service reserve fund.

KEY RATING DRIVERS

STRONG OCCUPANCY: Westminster's location and reputation in the
Austin market has resulted in strong demand and high occupancy
rates.  Prior to the expansion, independent living unit (ILU)
occupancy exceeded 96% in each year since 2000 through fiscal 2011
(Dec. 31 year end).  ILU occupancy rebounded to 94.3% at March 31,
2014 from 91% in fiscal 2012 due to the successful fill up of the
new units.

EXPANSION PROJECT COMPLETED: The final phase of the expansion
project was completed with the addition of 11 ILUs in July 2013.
The new units filled within a month.  In total, the expansion
project added 75 new ILUs.

IMPROVING PROFITABILITY: Operating profitability improved in
fiscal 2013 and the three-month interim period ending March 31,
2014 (the interim period) after compressing in fiscal 2012 due to
costs related to the expansion project.

HIGH DEBT BURDEN: Westminster's debt burden has moderated due to
the increased revenue generated from the expansion units, but
remains high with maximum annual debt service (MADS) equal to
20.6% of revenue in fiscal 2013.

LIGHT LIQUIDITY RELATIVE TO DEBT: Liquidity metrics remain light
relative to Westminster's high debt burden with 45.9% cash-to-debt
at March 31, 2014.  However, Fitch expects liquidity metrics to
improve as future capital expenditures should decrease now that
the expansion project is completed.

RATING SENSITIVITIES

CONTINUED STABILIZATION: Fitch expects that operating
profitability will continue to improve and that decreased capital
spending will strengthen liquidity metrics.  Post-expansion
operations are expected to stabilize in 2014.  Upward rating
movement is precluded until debt service coverage is sustained at
levels consistent with an investment grade rating.

CREDIT PROFILE

Westminster Manor is a type-A continuing care retirement community
(CCRC) located in Austin, TX, and consists of 332 ILUs, 22
assisted living units (ALUs) and 85 skilled nursing facility (SNF)
units.  Total operating revenue equaled $25.2 million in fiscal
2013.

STRONG OCCUPANCY

Westminster's location and excellent reputation in the Austin
market has resulted in strong demand for services.  Prior to the
expansion project, ILU occupancy averaged 97.3% between fiscal
years 2008 and 2011.  ILU occupancy decreased to 91% in fiscal
2012 reflecting the addition of 64 new expansion units.  However,
ILU occupancy rebounded to 94.3% at March 31, 2014, reflecting the
successful fill up of the phase I and II expansion units.
Additionally, SNF occupancy has exceeded 90% each fiscal year
since 2005 and equaled 96.4% at March 31, 2014.

EXPANSION PROJECT COMPLETED

The expansion project began in 2010 and concluded with the
completion of 11 phase II ILUs in July 2013.  The new units filled
within a month of opening.  In total, the project added 75 new
ILUs, a new 85-unit replacement SNF (including 30 dementia units)
and 22 ALUs.  The phase I ILUs were completed in January 2012
while the new SNFs and ALUs were completed in April 2012 and June
2012, respectively.  Total operating revenues increased 23.4%
since fiscal 2011 to $25.2 million in fiscal 2013 reflecting the
fill up of the phase I and II expansion units.  The expansion
project was funded by the series 2010 bonds.

IMPROVING PROFITABILITY

Operating profitability improved in fiscal 2013 and in the three
month interim period.  Operating ratio improved to 112.5% in
fiscal 2013 from 117.4% in fiscal 2012 while net operating margin
increased to 4.0% from 0.6%.  Operations continued to improve in
the interim period with operating ratio decreasing to 110.2% and
net operating margin increasing to 6.7%.  The improvements reflect
the benefits of the expansion project and effective cost
management as Westminster adjusted its expense base to the
expanded operations.  While improved, these profitability metrics
compare unfavorably to Fitch's 'BBB' category medians of 97.2% and
9.9%, respectively.

Net operating margin adjusted increased to 28.6% in fiscal 2013
from 26.2% in fiscal 2012 and is strong relative to Fitch's 'BBB'
category median of 21.3%.  The strong net operating margin
adjusted reflects Westminster's strong demand for services and net
turnover entrance fee generation, which equaled $7.3 million in
fiscal 2013 and $6.6 million in fiscal 2012.  Net entrance fee
generation should benefit from the increased number of ILUs once
the expansion units begin to turn over.

Post-expansion operations are expected to stabilize in fiscal 2014
and Fitch expects operating profitability to continue to improve.

HIGH DEBT BURDEN

Westminster's debt burden has moderated, reflecting the increased
revenue generated from the expansion project, but remains high.
MADS as a percent of revenue decreased from 27.6% in fiscal 2011
to 20.6% in fiscal 2013.  Fitch expects that the debt burden will
continue to moderate in fiscal 2014 as the community benefits from
a full year of revenue from the phase II expansion units.

MADS coverage increased from 1.3x in fiscal 2012 to 1.7x in fiscal
2013 due to the improved profitability and net entrance fee
generation.  However coverage remains dependent upon entrance
fees, with revenue-only MADS coverage equal to a light 0.3x in
fiscal 2013 relative to Fitch's 'BBB' median of 0.9x.  Revenue
only coverage improved to 0.7x in the interim period, reflecting
the full quarter of revenue generated from the phase II expansion
units.

LIGHT LIQUIDITY RELATIVE TO DEBT

Liquidity metrics remain stressed relative to Westminster's
elevated debt burden.  Westminster had $31.3 million of
unrestricted cash and investments at March 31, 2014, equating to
45.9% cash-to-debt and 6.0x cushion ratio.  Both metrics are light
relative to Fitch's 'BBB' category medians of 58.9% and 6.9x,
respectively.  Fitch expects liquidity metrics to improve now that
the expansion project is completed.  Capital expenditures are
expected to decrease in fiscal 2014 to $1.54 million (38.1% of
fiscal 2013 depreciation) from $10 million in fiscal 2013 (246.9%
of depreciation).

DISCLOSURE

Westminster covenants to provide annual audited financial
statements within 150 days of the end of each fiscal year and
quarterly unaudited financial disclosure within 45 days of each
quarter-end.  Disclosure is provided through the Municipal
Securities Rulemaking Board's EMMA system.


XTREME POWER: Gets Court Approval to Reject License Agreements
--------------------------------------------------------------
Xtreme Power Systems, LLC obtained a court order approving the
rejection of its intellectual property license agreements with
Notrees Windpower, LP.

The order signed by U.S. Bankruptcy Judge H. Christopher Mott
authorizes the company to reject three license agreements it
entered into with Notrees in July 2011 to develop and operate a
hybrid energy storage system.

The license agreements granted Notrees and another company, Duke
Energy Transmission Holding Company LP, an interest in some of
Xtreme Power's properties, including its intellectual property.

Pursuant to the court order, Notrees and Duke Energy will have 45
days from June 2 to file proofs of claim in connection with the
rejection of their license agreements.

To address the objection filed by Notrees and Duke Energy in which
they denied that they have already elected to retain their rights
to Xtreme Power's intellectual property, the court order
authorized both companies to make an election or to treat the
license agreements as terminated within 30 days after June 2.

Separately, Judge Mott approved the rejection of six other license
agreements, including Xtreme Power's contracts with Kauai Island
Utility Cooperative and Kodiak Electric Association.

Parties affected by the rejection of the license agreements were
also given 45 days to file proofs of claim, and 30 days to elect
or to treat the agreements as terminated.  The agreements are
listed at http://is.gd/kLnbnd

                        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: Former Employees to Manage Post-Sale Operations
-------------------------------------------------------------
Xtreme Power received court approval to compensate former officers
and employees who will continue to manage the company following
the sale of its major assets to Younicos Inc.

The company's business operation has been "substantially
curtailed" as a result of the sale of its assets to Younicos,
which hired the company's management and all of its employees as
part of the deal, according to court filings.

Xtreme Power said the services of its former officers and
employees, including Chief Executive Officer Dr. Alan Gotcher and
Chief Financial Officer Ken Hashman, are needed to fulfill its
obligations now that most of its assets have been sold.

These obligations include a monthly financial accounting for the
company's operations, periodic reporting to the board of directors
and the unsecured creditors' committee, and assisting the company
in filing its bankruptcy plan.

In exchange for their services, the former officers and employees
will be paid at an hourly rate of $150.  The maximum cost per
month is not expected to exceed $10,000, according to court
filings.

If fees and expenses exceed $10,000, the company won't pay the
amount until 28 days has elapsed from submission of a monthly
invoice to the U.S. trustee and other concerned parties.

If no objection is made within 28 days, Xtreme Power will pay the
amount in excess of $10,000.  If an objection is made and cannot
be resolved, the company or any person seeking payment can file a
formal application for compensation with the U.S. Bankruptcy Court
for the Western District of 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.


ZALE CORP: Z Investment No Longer a Shareholder
-----------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Z Investment Holdings, LLC, and its
affiliates disclosed that they ceased to beneficially own any
shares of common stock of Zale Corporation as of May 29, 2014.

Pursuant to the Agreement and Plan of Merger, dated as of Feb. 19,
2014, by and among the Company, Signet Jewelers Limited, and Carat
Merger Sub, Inc., a wholly owned subsidiary of Signet ("Merger
Sub"), Merger Sub merged with and into the Company, with the
Company surviving the Merger as a wholly owned subsidiary of
Signet.

On May 29, 2014, each share of the Common Stock beneficially owned
by the Reporting Persons was converted into the right to receive
$21.00 in cash in connection with the Merger.

A copy of the regulatory filing is available for free at:

                        http://is.gd/pyDH73

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

As of April 30, 2014, Zale Corp had $1.26 billion in total assets,
$1.05 billion in total liabilities and $205.73 million in total
stockholders' investment.


* District of Maine Needs Chapter 7 Trustees
--------------------------------------------
The United States Trustee for Region One seeks resumes from
persons wishing to be considered for appointment to the panel of
trustees who administer cases filed under chapter 7 of the
Bankruptcy Code.  The appointment is for cases filed in the United
States Bankruptcy Court for the District of Maine.  Chapter 7
trustees receive compensation and reimbursement for expenses under
11 U.S.C. 326 and 330.  Trustees are not federal government
employees.  For additional information, qualification
requirements, and application procedures go to:

   http://www.justice.gov/ust/eo/private_trustee/vacancies/7ad.htm


* Rochester, NY Bankruptcy Filings Continue to Drop
---------------------------------------------------
Will Astor, writing for Rochester Business Journal, reported that
bankruptcy filings in the U.S. Courts' Western District of New
York, Rochester division, fell 15.1 percent in May, declining from
205 in the same month last year to 174.  The nine-county Rochester
division spans the counties of Monroe, Livingston, Ontario, Wayne,
Seneca, Yates, Steuben, Schuyler and Chemung.  The report said:

     -- 133 area bankruptcy petitioners filed Chapter 7 cases;
     -- 41 filed Chapter 13 petitions; and
     -- None asked for Chapter 11 protection from creditors.


* Fannie, Freddie Sued over Massachusetts Foreclosure Law
---------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that Fannie
Mae and Freddie Mac were sued by Massachusetts for failing to
comply with a state law that lets nonprofit organizations buy
foreclosed homes to sell them back to their former owners.

According to the report, Massachusetts Attorney General Martha
Coakley on June 3 sued the two government-backed finance companies
and the Federal Housing Finance Agency, the U.S. regulator that
oversees them, in a bid to force them to comply with the state
law, passed in August 2012.

Fannie Mae and Freddie Mac require nonprofits that buy foreclosed
homes and re-sell them to their former owners to pay the full
amount of the mortgages or the properties' fair market value,
whichever is higher, according to a complaint filed in state court
in Boston, the report related.  That policy runs afoul of a state
law that allows a foreclosed-home purchase at the lesser price,
Coakley said, the report said.

The case is Commonwealth of Massachusetts v. Federal Housing
Finance Agency, 14-cv-01763, Massachusetts Superior Court, Suffolk
County (Boston).

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $83.98 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.22 billion on $129.19 billion
of total interest income for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $8.09 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency ("FHFA") since Sept. 6, 2008.  Fannie Mae
has not received funds from Treasury since the first quarter of
2012.  The funding the company has received under its senior
preferred stock purchase agreement with Treasury has provided the
company with the capital and liquidity needed to fulfill its
mission of providing liquidity and support to the nation's housing
finance markets and to avoid a trigger of mandatory receivership
under the Federal Housing Finance Regulatory Reform Act of 2008.
For periods through March 31, 2014, Fannie Mae has requested
cumulative draws totaling $116.1 billion and paid $121.1 billion
in dividends to Treasury.  Under the senior preferred stock
purchase agreement, the payment of dividends cannot be used to
offset prior draws.  As a result, Treasury maintains a liquidation
preference of $117.1 billion on the Company's senior preferred
stock.


* Cash Deals for Homes Reach Record with Boomers Retiring
---------------------------------------------------------
Kathleen M. Howley, writing for Bloomberg News, citing Federal
Reserve data, reported that U.S. home-price gains have restored
$3.8 trillion of value to owners since the beginning of the real
estate recovery in 2012.

According to the report, a record number of Americans are using
that equity to pay cash for properties, avoiding a mortgage
process that has become even more onerous in the wake of the 2007
housing collapse.  In the first quarter, 29% of non-investment
homebuyers used cash, the highest on record for the period,
according to data compiled by Bloomberg.  The majority of people
making all-cash deals are baby boomers mostly because America's
largest-ever generation is beginning to retire, Lawrence Yun,
chief economist of the National Association of Realtors, told
Bloomberg.


* Foreign Mergers Expand Ranks at Big Law Firms
-----------------------------------------------
Elizabeth Olson, writing for The New York Times' DealBook,
reported that the number of lawyers at the country's largest law
firms rose last year, but the increase was largely because of
mergers with foreign firms, not domestic hiring, according to a
new survey from The National Law Journal.

According to the report, the increase of 3.9 percent in the
numbers at the top 350 law firms was the biggest in any year since
the recession began in 2008, but the growth from mergers instead
of domestic hiring underscores the contraction that has beset the
legal industry over the last five years.

The most recent figures from the Labor Department found that the
overall legal services sector was down 700 jobs in May, to 1.14
million jobs, the report related.  That followed a decline of more
than 2,000 jobs in April, according to the department, leaving
overall jobs in the industry at 40,000 less than in 2007, before
the financial crisis, the report further related.


* Triax Capital Offers Custom-Tailored Financing Solutions
----------------------------------------------------------
In addition to being a leader in acquiring bankruptcy trade
claims, Triax Capital also provides direct investments in
companies with capital requirements ranging from $1,000,000 to
$20,000,000 to address a variety of financing needs.

Typical uses for the capital include:

    * Growth/Acquisitions
    * DIP/Exit financing
    * Strategic Refinancing

"Our team provides timely and innovative solutions to borrowers
and tailor financing structures to our client's specific needs,"
Triax said in a statement obtained by the Troubled Company
Reporter.

"Feel free to contact me for more information or if you have
interest in financing. The process is quick," the statement said.

The firm may be reached at:

     Barrett Mikelberg
     Triax Capital
     Tel: (561) 961-4981
     E-mail: bmikelberg@triaxadvisors.com


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

                                               Total
                                              Share-      Total
                                    Total   Holders'    Working
                                   Assets     Equity    Capital
  Company           Ticker           ($MM)      ($MM)      ($MM)
  -------           ------         ------   --------    -------
ABSOLUTE SOFTWRE    OU1 GR          133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE    ALSWF US        133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE    ABT CN          133.7      (10.5)      (5.9)
ACHAOGEN INC        AKAO US          13.8       (0.0)       2.1
ACTINIUM PHARMAC    ATNM US           6.6      (13.5)     (13.5)
ADVANCED EMISSIO    ADES US         106.4      (46.1)     (15.3)
ADVANCED EMISSIO    OXQ1 GR         106.4      (46.1)     (15.3)
ADVENT SOFTWARE     ADVS US         452.2      (91.1)     (90.7)
ADVENT SOFTWARE     AXQ GR          452.2      (91.1)     (90.7)
AEROHIVE NETWORK    HIVE US          69.9       (3.3)      21.5
AEROHIVE NETWORK    2NW GR           69.9       (3.3)      21.5
AGENUS INC          AGEN US          34.8       (4.5)      17.9
AIR CANADA-CL A     ADH TH        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     ADH GR        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     AC/A CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     AIDIF US      9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B     AC/B CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B     AIDEF US      9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC    ALDR US          26.7      (32.0)       2.5
ALDER BIOPHARMAC    3A9 GR           26.7      (32.0)       2.5
ALLIANCE HEALTHC    AIQ US          465.3     (136.6)      59.5
AMC NETWORKS-A      9AC GR        3,484.7     (478.3)     642.3
AMC NETWORKS-A      AMCX US       3,484.7     (478.3)     642.3
AMER RESTAUR-LP     ICTPU US         33.5       (4.0)      (6.2)
AMYLIN PHARMACEU    AMLN US       1,998.7      (42.4)     263.0
AMYRIS INC          AMRS US         236.8     (112.5)      33.5
ANGIE'S LIST INC    8AL TH          124.3      (20.3)     (30.0)
ANGIE'S LIST INC    8AL GR          124.3      (20.3)     (30.0)
ANGIE'S LIST INC    ANGI US         124.3      (20.3)     (30.0)
ARRAY BIOPHARMA     AR2 GR          135.2      (23.3)      72.2
ARRAY BIOPHARMA     AR2 TH          135.2      (23.3)      72.2
ARRAY BIOPHARMA     ARRY US         135.2      (23.3)      72.2
AUTOZONE INC        AZ5 GR        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC        AZ5 TH        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC        AZO US        7,262.9   (1,710.3)    (860.8)
BARRACUDA NETWOR    7BM GR          327.9      (13.1)      19.9
BARRACUDA NETWOR    CUDA US         327.9      (13.1)      19.9
BERRY PLASTICS G    BERY US       5,367.0     (135.0)     684.0
BERRY PLASTICS G    BP0 GR        5,367.0     (135.0)     684.0
BIOCRYST PHARM      BO1 GR           43.4       (5.7)      22.0
BIOCRYST PHARM      BO1 TH           43.4       (5.7)      22.0
BIOCRYST PHARM      BCRX US          43.4       (5.7)      22.0
BRP INC/CA-SUB V    BRPIF US      1,951.2      (40.8)     155.6
BRP INC/CA-SUB V    B15A GR       1,951.2      (40.8)     155.6
BRP INC/CA-SUB V    DOO CN        1,951.2      (40.8)     155.6
BURLINGTON STORE    BUI GR        2,621.1     (150.5)     112.7
BURLINGTON STORE    BURL US       2,621.1     (150.5)     112.7
CABLEVISION SY-A    CVY GR        6,542.9   (5,210.9)     281.8
CABLEVISION SY-A    CVC US        6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI    C08 GR       24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI    CZR US       24,376.7   (2,276.8)     566.0
CANNAVEST CORP      CANV US          10.7       (0.2)      (1.3)
CAPMARK FINANCIA    CPMK US      20,085.1     (933.1)       -
CC MEDIA-A          CCMO US      14,597.1   (9,128.0)     643.8
CELLADON CORP       CLDN US          24.6      (44.3)      20.1
CENTENNIAL COMM     CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC          CVO US        1,206.8     (511.7)     145.0
CHOICE HOTELS       CZH GR          554.9     (454.6)     109.5
CHOICE HOTELS       CHH US          554.9     (454.6)     109.5
CIENA CORP          CIEN US       1,795.5      (80.8)     641.3
CIENA CORP          CIE1 TH       1,795.5      (80.8)     641.3
CIENA CORP          CIEN TE       1,795.5      (80.8)     641.3
CIENA CORP          CIE1 GR       1,795.5      (80.8)     641.3
CINCINNATI BELL     CBB US        2,101.5     (670.7)       7.7
DEX MEDIA INC       DXM US        2,275.0     (782.0)     162.0
DIRECTV             DTV CI       22,520.0   (6,512.0)    (929.0)
DIRECTV             DTV US       22,520.0   (6,512.0)    (929.0)
DIRECTV             DIG1 GR      22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA      DPZ US          524.3   (1,269.0)     113.5
DOMINO'S PIZZA      EZV GR          524.3   (1,269.0)     113.5
DOMINO'S PIZZA      EZV TH          524.3   (1,269.0)     113.5
DUN & BRADSTREET    DB5 TH        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET    DNB US        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET    DB5 GR        1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC     EDG US          883.8       (0.8)     409.2
EGALET CORP         EGLT US          14.4       (1.5)      (3.1)
ELEVEN BIOTHERAP    EBIO US           5.1       (6.1)      (2.9)
EMPIRE RESORTS I    NYNY US          38.7      (14.0)     (14.6)
EMPIRE RESORTS I    LHC1 GR          38.7      (14.0)     (14.6)
EMPIRE STATE -ES    ESBA US       1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60    OGCP US       1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN    FONN GR       1,546.4     (338.8)      25.3
FAIRPOINT COMMUN    FRP US        1,546.4     (338.8)      25.3
FERRELLGAS-LP       FGP US        1,620.8     (101.2)      20.0
FERRELLGAS-LP       FEG GR        1,620.8     (101.2)      20.0
FIVE9 INC           FIVN US          56.3       (3.0)       1.1
FIVE9 INC           1F9 GR           56.3       (3.0)       1.1
FREESCALE SEMICO    FSL US        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO    1FS GR        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO    1FS TH        3,100.0   (3,851.0)   1,244.0
GAMING AND LEISU    2GL GR        2,561.9      (68.0)     (44.7)
GAMING AND LEISU    GLPI US       2,561.9      (68.0)     (44.7)
GENTIVA HEALTH      GTIV US       1,234.9     (297.6)      99.2
GENTIVA HEALTH      GHT GR        1,234.9     (297.6)      99.2
GLG PARTNERS INC    GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US        400.0     (285.6)     156.9
GLOBALSTAR INC      GSAT US       1,350.0      (74.3)     (97.3)
GLORI ENERGY INC    GLRI US           0.1       (0.0)       -
GRAHAM PACKAGING    GRM US        2,947.5     (520.8)     298.5
GTT COMMUNICATIO    GTT US          168.5       (0.1)     (25.3)
HCA HOLDINGS INC    2BH GR       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC    2BH TH       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC    HCA US       29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN    5HD GR        6,324.0     (764.0)   1,210.0
HD SUPPLY HOLDIN    HDS US        6,324.0     (764.0)   1,210.0
HORIZON PHARMA I    HZNP US         299.1     (229.2)      93.2
HORIZON PHARMA I    HPM TH          299.1     (229.2)      93.2
HORIZON PHARMA I    HPM GR          299.1     (229.2)      93.2
HOVNANIAN ENT-A     HOV US        1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-A     HO3 GR        1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-B     HOVVB US      1,838.8     (462.5)   1,122.1
HOVNANIAN-A-WI      HOV-W US      1,838.8     (462.5)   1,122.1
HUGHES TELEMATIC    HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP         INCY US         666.8     (162.4)     474.2
INCYTE CORP         ICY GR          666.8     (162.4)     474.2
INCYTE CORP         ICY TH          666.8     (162.4)     474.2
INFOR US INC        LWSN US       6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA    I4P GR          141.9     (153.7)    (148.2)
INTERCEPT PHARMA    I4P TH          141.9     (153.7)    (148.2)
INTERCEPT PHARMA    ICPT US         141.9     (153.7)    (148.2)
IPCS INC            IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU    JE CN         1,642.6     (117.4)     221.0
JUST ENERGY GROU    1JE GR        1,642.6     (117.4)     221.0
JUST ENERGY GROU    JE US         1,642.6     (117.4)     221.0
L BRANDS INC        LTD TH        7,198.0     (369.0)   1,324.0
L BRANDS INC        LTD GR        7,198.0     (369.0)   1,324.0
L BRANDS INC        LB US         7,198.0     (369.0)   1,324.0
LEAP WIRELESS       LEAP US       4,662.9     (125.1)     346.9
LEAP WIRELESS       LWI TH        4,662.9     (125.1)     346.9
LEAP WIRELESS       LWI GR        4,662.9     (125.1)     346.9
LEE ENTERPRISES     LE7 GR          797.3     (155.6)       0.8
LEE ENTERPRISES     LEE US          797.3     (155.6)       0.8
LORILLARD INC       LLV TH        3,912.0   (2,161.0)     897.0
LORILLARD INC       LLV GR        3,912.0   (2,161.0)     897.0
LORILLARD INC       LO US         3,912.0   (2,161.0)     897.0
LUMENPULSE INC      LMP CN           29.4      (38.4)       3.5
LUMENPULSE INC      0L6 GR           29.4      (38.4)       3.5
MACROGENICS INC     M55 GR           42.0       (4.0)      11.7
MACROGENICS INC     MGNX US          42.0       (4.0)      11.7
MALIBU BOATS-A      MBUU US          57.2      (32.5)      (2.0)
MALIBU BOATS-A      M05 GR           57.2      (32.5)      (2.0)
MARRIOTT INTL-A     MAQ TH        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A     MAR US        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A     MAQ GR        6,665.0   (1,625.0)  (1,031.0)
MDC PARTNERS-A      MDCA US       1,570.3      (94.1)    (218.7)
MDC PARTNERS-A      MDZ/A CN      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A      MD7A GR       1,570.3      (94.1)    (218.7)
MERITOR INC         AID1 GR       2,531.0     (782.0)     298.0
MERITOR INC         MTOR US       2,531.0     (782.0)     298.0
MERRIMACK PHARMA    MACK US         165.0      (65.8)      81.9
MERRIMACK PHARMA    MP6 GR          165.0      (65.8)      81.9
MONEYGRAM INTERN    MGI US        4,761.4      (39.5)     115.9
MORGANS HOTEL GR    MHGC US         572.8     (172.9)       6.5
MORGANS HOTEL GR    M1U GR          572.8     (172.9)       6.5
MPG OFFICE TRUST    MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED    XWM GR          998.4     (179.2)      99.9
NATIONAL CINEMED    NCMI US         998.4     (179.2)      99.9
NAVISTAR INTL       NAV US        7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL       IHR TH        7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL       IHR GR        7,727.0   (4,072.0)   1,070.0
NEKTAR THERAPEUT    ITH GR          487.0       (9.8)     225.5
NEKTAR THERAPEUT    NKTR US         487.0       (9.8)     225.5
NEW ENG RLTY-LP     NEN US          180.1      (23.2)       -
NEXSTAR BROADC-A    NXST US       1,148.8       (8.4)     134.7
NEXSTAR BROADC-A    NXZ GR        1,148.8       (8.4)     134.7
NII HOLDING INC     NIHD* MM      8,189.7       (8.8)   1,078.9
NYMOX PHARMACEUT    NYMX US           1.0       (6.1)      (3.2)
OCI PARTNERS LP     OCIP US         460.3      (98.7)      79.8
OCI PARTNERS LP     OP0 GR          460.3      (98.7)      79.8
OMTHERA PHARMACE    OMTH US          18.3       (8.5)     (12.0)
OPOWER INC          38O GR           63.1       (6.3)     (11.9)
OPOWER INC          OPWR US          63.1       (6.3)     (11.9)
OPOWER INC          38O TH           63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD    OSGIQ US      3,658.3      (51.3)     480.8
PALM INC            PALM US       1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE    PAO GR          473.3      (78.7)     177.3
PHIBRO ANIMAL HE    PAO EU          473.3      (78.7)     177.3
PHIBRO ANIMAL HE    PAHC LN         473.3      (78.7)     177.3
PHIBRO ANIMAL-A     PB8 GR          473.3      (78.7)     177.3
PHIBRO ANIMAL-A     PAHC US         473.3      (78.7)     177.3
PHILIP MORRIS IN    PM FP        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    4I1 GR       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1EUR EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    4I1 TH       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1 TE       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1CHF EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PMI SW       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM US        36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A    PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US          165.8      (54.4)     (16.9)
PLUG POWER INC      PLUG US          35.4      (15.5)      11.1
PLUG POWER INC      PLUN GR          35.4      (15.5)      11.1
PLUG POWER INC      PLUN TH          35.4      (15.5)      11.1
PLY GEM HOLDINGS    PG6 GR        1,033.7     (107.2)     199.4
PLY GEM HOLDINGS    PGEM US       1,033.7     (107.2)     199.4
PROTALEX INC        PRTX US           1.2       (8.6)       0.6
PROTECTION ONE      PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US         443.2      (51.2)     106.0
QUALITY DISTRIBU    QDZ GR          443.2      (51.2)     106.0
QUINTILES TRANSN    Q US          3,061.9     (559.5)     571.3
QUINTILES TRANSN    QTS GR        3,061.9     (559.5)     571.3
RADIUS HEALTH IN    RDUS US          12.8      (24.5)     (22.7)
RADNET INC          RDNT US         737.2       (9.3)      61.4
RADNET INC          PQI GR          737.2       (9.3)      61.4
REGAL ENTERTAI-A    RGC US        2,787.3     (751.2)     142.6
REGAL ENTERTAI-A    RETA GR       2,787.3     (751.2)     142.6
RENAISSANCE LEA     RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC        PRM US          208.0      (91.7)       3.6
RETROPHIN INC       17R GR           94.0      (35.4)    (107.0)
RETROPHIN INC       RTRX US          94.0      (35.4)    (107.0)
REVANCE THERAPEU    RTI GR           18.9      (23.7)     (28.6)
REVANCE THERAPEU    RVNC US          18.9      (23.7)     (28.6)
REVLON INC-A        REV US        2,105.1     (589.0)     248.9
REVLON INC-A        RVL1 GR       2,105.1     (589.0)     248.9
RITE AID CORP       RTA GR        6,944.9   (2,113.7)   1,777.7
RITE AID CORP       RAD US        6,944.9   (2,113.7)   1,777.7
RURAL/METRO CORP    RURL US         303.7      (92.1)      72.4
SABRE CORP          SABR US       4,750.4     (312.9)    (279.6)
SABRE CORP          19S TH        4,750.4     (312.9)    (279.6)
SABRE CORP          19S GR        4,750.4     (312.9)    (279.6)
SALLY BEAUTY HOL    SBH US        2,106.0     (268.8)     715.8
SALLY BEAUTY HOL    S7V GR        2,106.0     (268.8)     715.8
SILVER SPRING NE    9SI TH          524.4      (97.1)      97.5
SILVER SPRING NE    9SI GR          524.4      (97.1)      97.5
SILVER SPRING NE    SSNI US         524.4      (97.1)      97.5
SPORTSMAN'S WARE    SPWH US         224.2     (121.1)      83.2
SPORTSMAN'S WARE    06S GR          224.2     (121.1)      83.2
SUNEDISON INC       SUNE* MM      7,166.1     (236.5)     250.8
SUNEDISON INC       SUNE US       7,166.1     (236.5)     250.8
SUNEDISON INC       WFR TH        7,166.1     (236.5)     250.8
SUNEDISON INC       WFR GR        7,166.1     (236.5)     250.8
SUNGAME CORP        SGMZ US           0.9       (2.8)      (3.0)
SUPERVALU INC       SJ1 TH        4,374.0     (738.0)      52.0
SUPERVALU INC       SJ1 GR        4,374.0     (738.0)      52.0
SUPERVALU INC       SVU US        4,374.0     (738.0)      52.0
SURNA INC           SRNA US           0.0       (2.6)      (2.6)
THRESHOLD PHARMA    THLD US          94.7      (29.0)      50.3
TRANSDIGM GROUP     TDG US        6,399.3     (125.6)     975.5
TRANSDIGM GROUP     T7D GR        6,399.3     (125.6)     975.5
TRINET GROUP INC    TN3 TH        1,434.7     (270.4)      65.1
TRINET GROUP INC    TNETEUR EU    1,434.7     (270.4)      65.1
TRINET GROUP INC    TN3 GR        1,434.7     (270.4)      65.1
TRINET GROUP INC    TNET US       1,434.7     (270.4)      65.1
ULTRA PETROLEUM     UPL US        2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM     UPM GR        2,881.8     (227.7)    (374.8)
UNISYS CORP         UIS US        2,399.2     (659.6)     421.4
UNISYS CORP         UIS1 SW       2,399.2     (659.6)     421.4
UNISYS CORP         UISEUR EU     2,399.2     (659.6)     421.4
UNISYS CORP         USY1 TH       2,399.2     (659.6)     421.4
UNISYS CORP         USY1 GR       2,399.2     (659.6)     421.4
UNISYS CORP         UISCHF EU     2,399.2     (659.6)     421.4
VARONIS SYSTEMS     VRNS US          33.7       (1.5)       1.8
VARONIS SYSTEMS     VS2 GR           33.7       (1.5)       1.8
VECTOR GROUP LTD    VGR US        1,459.2      (12.6)     422.5
VECTOR GROUP LTD    VGR GR        1,459.2      (12.6)     422.5
VENOCO INC          VQ US           738.2     (130.8)     (13.4)
VERISIGN INC        VRSN US       2,609.3     (457.6)    (253.6)
VERISIGN INC        VRS GR        2,609.3     (457.6)    (253.6)
VERISIGN INC        VRS TH        2,609.3     (457.6)    (253.6)
VICTORY ELECTRON    ECIG US           2.6       (6.9)       0.1
VIRGIN MOBILE-A     VM US           307.4     (244.2)    (138.3)
VISKASE COS I       VKSC US         346.7      (16.3)     106.1
WEIGHT WATCHERS     WW6 TH        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS     WW6 GR        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS     WTW US        1,483.1   (1,452.8)     (31.0)
WEST CORP           WSTC US       3,544.1     (709.4)     405.3
WEST CORP           WT2 GR        3,544.1     (709.4)     405.3
WESTMORELAND COA    WLB US        1,407.1     (206.2)     (30.5)
WESTMORELAND COA    WME GR        1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG    XRM US          631.1      (11.8)     104.4
XERIUM TECHNOLOG    TXRN GR         631.1      (11.8)     104.4
YRC WORLDWIDE IN    YEL1 TH       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN    YEL1 GR       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN    YRCW US       2,215.1     (363.1)     193.6


                             *********

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

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

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

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

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

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

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

                           *********

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 ***