TCR_Public/140613.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 13, 2014, Vol. 18, No. 162

                            Headlines

ABERDEEN LAND: TC Tampa Wants Full Payment on Effective Date
ACADEMI HOLDINGS: Moody's Assigns 'B3' CFR & Bank Debt Rating
AMBAC FINANCIAL: Posts $156-Mil. Net Income in First Quarter
AUXILIUM PHARMACEUTICALS: Deerfield Mgmt. Holds 12.5% Stake
B/E AEROSPACE: Moody's Affirms 'Ba1' Corporate Family Rating

BAXANO SURGICAL: Reports $9.11-Mil. Loss for Q1 Ended March 31
BEAZER HOMES: To Sell $750 Million Worth of Securities
BIO-KEY INTERNATIONAL: Has $299K Net Loss in First Quarter
BIOLASE INC: Incurs $4.89-Mil. Net Loss in March 31 Quarter
CAPROCK OIL: Incurs $546K Net Loss in March 31 Quarter

CDRH PARENT: Moody's Assigns 'B3' Corporate Family Rating
CHANTILLY BIOPHARMA: Case Summary & 19 Top Unsecured Creditors
CHARLES FOGARTY: Pilgim Title Wins Summary Judgment
CHINAMERICA ANDY: Going Concern Doubt Despite Revenues
CLOCK TOWER: BB&T Entitled to $3.48 Million Damages

COLTS NECK GOLF: Case Summary & 18 Largest Unsecured Creditors
COMARCO INC: OKs Salary Reduction, One-Time Bonus for CEO
COMSTOCK MINING: Van Den Berg Reports 20.6% Equity Stake
COTT CORP: Moody's Rates New $525MM Sr. Unsecured Bond 'B3'
CRANBERRY COUNTRY LODGE: Stays Open During Receivership

DAVITA HEALTHCARE: Moody's Rates $1.75BB Sr. Unsecured Notes 'B1'
DECISIONPOINT SYSTEMS: Posts $113K Net Loss for March 31 Quarter
DEJOUR ENERGY: Has C$2.98-Mil. Net Loss For First Quarter
ENERGY FUTURE: Asks Court to OK Crowson Settlement Agreement
ENERGY FUTURE: CSC Trust Tapped as Successor Indenture Trustee

ENERGY FUTURE: Schedules and Statements Due June 16
EQUINOX HOLDINGS: Moody's Hikes Corporate Family Rating to B2
EQUINOX HOLDINGS: S&P Affirms 'B' CCR; Outlook Positive
EXPERT SOUTH TULSA: Cornerstone Creek Won't Cough Up Profit
FERRELLGAS L.P.: Tack-on Offering No Impact on Moody's B1 Rating

FIRST SECURITY: Gets Demand Letter Over Grant of Stock Options
FIRST STAR PROPERTIES: Case Summary & 2 Unsecured Creditors
FORESIGHT ENERGY: Moody's Revises B2 Rating Outlook to Positive
FOUR OAKS: Amends 26.6MM Shares Rights Offering Prospectus
GELTECH SOLUTIONS: Posts $1.63-Mil. Loss in Qtr. Ended March 31

GENERAL INVESTMENTS: Wins Dismissal of Chapter 11 Case
GLEN AMERICAN: Voluntary Chapter 11 Case Summary
GRIGGS OFFICE: Bellingham, WA Retailer Begins Liquidation
HD SUPPLY: Incurs $12 Million Net Loss in First Quarter
HORIZON LINES: Stockholders Elected Two Directors

HOTEL OUTSOURCE: Reports $385-K Net Loss in First Quarter
IMMEDIATEK INC: Incurs $298K Net Loss in Qtr. Ended March 31
INTEGRATED ENVIRONMENTAL: Posts $517K Net Loss in First Quarter
INT'L STEM CELL: Incurs $1.43-Mil. Net Loss in March 31 Quarter
ISHARES CORE: S&P Assigns 'BB+f' Rating on Total USD Bond Market

IVANHOE ENERGY: Reports $7.88-Mil. Net Loss for March 31 Quarter
J2 GLOBAL: Moody's Affirms 'B1' Corporate Family Rating
JBS USA: Moody's Assigns Ba3 Rating on $750MM Sr. Unsecured Notes
KCG HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
LANDMARK ACADEMY: S&P Lowers Rating on 2010 Refunding Bonds to BB+

LOOP 76: 9th Cir. Affirms Plan Confirmation
MERGERMARKET GROUP: S&P Affirms 'B' Corp. Credit Rating
MGM RESORTS: Stockholders OK Amendment to 2005 Incentive Plan
MINT LEASING: Amends 70 Million Shares Prospectus with SEC
MONTREAL MAINE: Court Approves 3rd Amendment to Purchase Deal

MONTREAL MAINE: Trustee Wants Red Shield to Pay for Rail Services
MONTREAL MAINE: Wheeling Wants Settlement Payment Escrowed
MORNINGSTAR MARKETPLACE: Can Access Cash Collateral Until Aug. 26
MOORE FREIGHT: SGEF Says Claims vs. Dan Moore Not Part of Plan
NATROL INC: Meeting to Form Creditors' Panel Set for June 19

NEW ALBERTSON: Moody's Assigns 'B2' Corporate Family Rating
NEW STREAM CAPITAL: Dispute on PAF's Claim Goes to Trial
NPS PHARMACEUTICALS: FDA Postpones Advisory Committee Meeting
OCEANSIDE MILE: Has Until Oct. 31 to Access Cash Collateral
ONCOLOGY ASSOCIATES: Court Narrows Trustee's Suit v. GECC

ONEIDA HEALTH: S&P Lowers Rating on $10.9MM 2007 Bonds to 'BB+'
OVERSEAS SHIPHOLDING: Has $10.4-Mil. Income for March 31 Quarter
P2 LOWER ACQUISITION: Moody's Affirms B2 CFR; Outlook Negative
PANACHE BEVERAGE: Incurs $1.4 Million Net Loss in First Quarter
PATRICK HANNON: ABCD Holdings Wins Order Denying Ch.7 Discharge

PHILLIPS INVESTMENTS: Section 341(a) Meeting Set on July 11
PHILLIPS INVESTMENTS: Case Summary & 15 Top Unsecured Creditors
PILGRIM'S PRIDE: Moody's Confirms 'B1' Corporate Family Rating
POCMONT HOLDINGS: Voluntary Chapter 11 Case Summary
PPL ENERGY: Moody's Affirms Ba1 Jr. Subordinated Hybrids Rating

PPL ENERGY: S&P Lowers CCR to 'BB' Following Spin-Off
PRECISION OPTICS: Major Shareholder Expresses "Serious Concern"
QUANTUM FOODS: City Capital to Assist in Sale of Turn-Key Assets
QUANTUM FOODS: Court Approves $45,000 Funding for Creditors Panel
QUANTUM FOODS: Has Until Sept. 16 to Decide on Unexpired Leases

QUANTUM FOODS: Can Hire Tiger to Assist in Turn-Key Asset Sale
RADIOSHACK CORP: Reports Financial Results for Period Ended May 3
ROOMLINX INC: Posts $539K Net Loss in March 31 Quarter
SAN DIEGO HOSPICE: Wells Fargo Wins Stay Relief
SAN DIEGO HOSPICE: Accord Resolves Ross' Motion for Stay Relief

SANCHEZ ENERGY: Moody's Rates New $700MM Unsecured Notes 'B3'
SCOTTSDALE VENETIAN: Sierra Consulting Approved as Expert Witness
SEARS METHODIST: Case Summary & 24 Largest Unsecured Creditors
SIMPLEXITY LLC: Court Denies Chapter 7 Conversion Bid
SIMPLEXITY LLC: Amends Asset Purchase Agreement with Wal-Mart

SIMPLEXITY LLC: July 16 Hearing on Executory Contracts Rejection
SIMPLEXITY LLC: Rutberg & Co. Approved as Investment Banker
SOLAVEI LLC: Case Summary & 20 Largest Unsecured Creditors
SPANISH BROADCASTING: Third Avenue Holds 16.4% of Class A Shares
SPENCER GIFTS: Moody's Assigns B2 Rating on $360MM Sr. Sec. Debt

SSH HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
SUNEDISON SEMICONDUCTOR: S&P Assigns 'B-' CCR; Outlook Stable
SURTRONICS INC: Loses Bid to Dismiss Own Chapter 11 Case
TELKONET INC: Cancels Business Financing Agreement
TENET HEALTHCARE: Moody's Keeps Ratings Over $500MM Add-On Notes

TENET HEALTHCARE: S&P Retains 'CCC+' Rating After $500MM Add-On
TGIF MERGER: Moody's Rates Proposed $475MM 1st Lien Debt 'B1'
TRONOX INC: July 7 Objection Deadline to Findings on Anadarko Deal
TRUE DRINKS: Incurs $3.6-Mil. Net Loss for March 31 Quarter
UNILIFE CORP: Reports $15.1MM Net Loss for Qtr. Ended March 31

VAUGHAN COMPANY: Discovery in Suit v. Levann et al. Extended
VERINT SYSTEMS: Moody's Places 'B1' CFR on Review for Upgrade
VERINT SYSTEMS: S&P Puts 'BB-' CCR on CreditWatch Positive

* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
               Credit in America


                             *********

ABERDEEN LAND: TC Tampa Wants Full Payment on Effective Date
------------------------------------------------------------
TC Tampa I, LLC, holder of a Class 2 Secured Real Estate Tax
Claim, filed an objection to Aberdeen Land II, LLC's Third Amended
Plan.

As reported by the Troubled Company Reporter on June 9, 2014, the
Debtor, pursuant to the Feb. 10, 2014 Settlement Term Sheet
Aberdeen Community Development District that the Debtor and
certain creditors and parties-in-interest entered into, filed a
Third Amended Plan of Reorganization, dated as of May 13, 2014,
which amends and restates the terms of the Second Amended Plan
consistent with, and incorporates the transactions, agreements and
settlements contemplated in, the Settlement Term Sheet.

The Debtor's Plan provides for (i) the continued operation of
the property of its estate through a reorganized company; and (ii)
cash payments to holders of allowed claims in certain instances
and for the transfer of property to certain holders of allowed
secured claims as the indubitable equivalent of such allowed
secured claims.

TC Tampa says that although the Debtor's counsel has advised
counsel for TC Tampa that the Debtor intends to pay Class 2 claims
in full on the Effective Date, the Plan, as drafted, still
provides for an alternative treatment, namely, "such other
treatment as otherwise authorized by Bankruptcy Code . . . ." that
include payment in "regular installment payments in cash."

The Plan, says TC Tampa, should be amended or the confirmation
order should make it clear that payment of Class 2 claims will be
paid in full in cash on the Effective Date or allowance of the
claim, without providing for some other unspecified alternative
method of treatment.  However, if the Debtor wishes to preserve
the option of payments in installments, the Plan should state the
interval of the installment payments, provide for the retention of
the existing lien, and provide that there will be no satisfaction
until the claim is paid in full.

TC Tampa is represented by:

         Zala L. Forizs, Esq.
         McIntyre Thanasides Bringgold
         ELLIOTT GRIMALDI & GUITO, P.A.
         501 E. Kennedy Boulevard, Suite 1900
         Tampa, Florida 33602
         Tel: (813) 899-6059
         Fax: (813) 899-6069
         E-mail: zala@mcintyrefirm.com

                      About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


ACADEMI HOLDINGS: Moody's Assigns 'B3' CFR & Bank Debt Rating
-------------------------------------------------------------
Moody's Investors Service has assigned initial ratings to Academi
Holdings, LLC, including Corporate Family and bank debt ratings of
B3. Proceeds of the planned first lien credit facility will
refinance existing debt and fully fund the company's pending
acquisition of Constellis Group, Inc. The rating outlook is
stable.

Ratings assigned:

Corporate Family, B3

Probability of Default, B3-PD

$150 million first lien revolver due 2019, B3, LGD3, 45%

$290 million first lien revolver due 2019, B3, LGD3, 45%

Rating Outlook, Stable

Ratings Rationale

The B3 Corporate Family Rating balances moderate financial
leverage, pro forma for the debt raise and acquisition, with
contract concentration, integration risk, and a recent history of
operating margin volatility. On a Moody's adjusted basis,
the beginning debt to EBITDA, pro forma for the transaction, will
be about 4.5x. This leverage level is rather low for the assigned
rating and partially offsets high revenue dependence on the
Worldwide Protective Services (WPS) contract, a $10 billion
indefinite delivery indefinite quantity (IDIQ) vehicle under which
the US Department of State (DoS) procures protective services
globally. Both Academi and Constellis derive the bulk of their
revenues as prime contractors on WPS, under which highly trained
and often former military staff provide armed protection in
dangerous regions. The WPS contract expires in September 2015.
Although both companies are in similar business lines and
concentrated on WPS, Academi performs more work in Afghanistan
while Constellis has greater focus in Iraq. While Academi, beyond
DoS, holds US military contracts, Constellis has expanded toward
the US Department of Energy and commercial end markets.
Integration risk will nonetheless be elevated until the planned
operational consolidation concludes. Further, while Constellis is
larger than Academi and has had a higher, more stable operating
margin level historically, its revenues have been declining since
2011. In contrast, Academi's revenues have risen, but its
operating margin has been volatile and was quite low in 2013
(though it significantly rose in Q1-2014). On a combined basis,
revenues contracted by about 4.5% in 2012 and 7% in 2013. The
business combination could help smooth earnings and importantly
permit greater leveraging of fixed costs. Enhanced scale,
geographic breadth and range of offerings may help expand
penetration of the federal civil and commercial end markets.

The B3 CFR also acknowledges exposure to the scope of DoS
missions, particularly within Iraq and Afghanistan where the
political environment could rapidly change. Over half of 2013
combined-basis revenues stemmed from work in these two countries.
While demand for private, armed services contractors to the US
military grew rapidly with high US operational tempo, US troops
will withdraw from Afghanistan, likely by the end of 2016 and
possibly by the end of 2014, which raises a revenue risk. Further
the geographic footprint/scope of the DoS mission in those
countries will be affected by the evolving political and security
environment. It is expected that the DoS mission will expand
(raising protective service needs) in Afghanistan as US troops
withdraw since infrastructure and civil institutions there are
limited and services in support of the government would otherwise
diminish -- but that outcome is not assured.

The rating broadly acknowledges that the use of private, armed
services contractors in support of US foreign missions has
sometimes received negative publicity in the past and foreign
governments have objected to their presence in-theatre, but
contractors have effectively served their purpose and role.
Further addressing concerns, Academi and Constellis have each
invested heavily in governance and practice standards, which has
helped their contract performance. Beyond Afghanistan and Iraq, a
continued robust US foreign policy and a high number of regions
with instability should sustain a geographically broad DoS
presence, one in need of contracted protective services.

The rating outlook is stable. A reasonably good backlog level, an
adequate liquidity profile and potential for good conversion of
earnings to free cash flow are the main reasons. A tax refund
anticipated near-term should help Academi reduce revolver
borrowings that could be as high as $50 million at close of the
transaction. Although near-term scheduled debt amortizations will
only be about $3.5 million, the company will have about $8 million
of claims due across 2015 related to export control violation
settlements.

Upward rating potential would depend on better revenue visibility,
unlikely to surface until after the WPS successor contract
competition, expectation of debt/EBITDA below 4x with FCF/debt
approaching 10%. Downward rating pressure would follow weakening
liquidity, backlog declines, significant contract loss or low FCF.

Academi Holdings, LLC is a global provider of training and
security services focused on counter terrorism, force protection,
law enforcement and security operations. Before its 2010 ownership
change, the company had been named Xe Services and Blackwater
Worldwide. Pro forma for the pending acquisition of Constellis
Group, Inc., revenues in 2013 would have been about $800 million.
The company is majority-owned by Forte Capital and Manhattan
Partners.

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


AMBAC FINANCIAL: Posts $156-Mil. Net Income in First Quarter
------------------------------------------------------------
Ambac Financial Group, Inc., filed its quarterly report on Form
10-Q, disclosing a net income of $156.05 million compared with net
income of $282.25 million for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $27.11
billion in total assets, $25.88 billion in total liabilities, and
stockholders' equity of $1.23 billion.

As a result of uncertainties associated with the oversight by the
Rehabilitator of the Ambac Assurance Corp.'s segregated account,
management has concluded that there is substantial doubt about
Ambac's ability to continue as a going concern.

A copy of the Form 10-Q is available:

                       http://is.gd/Z3UGP1

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  The second modified version of the confirmed Plan was
declared effective on May 1, 2013, with Ambac obtaining bankruptcy
court approval of a $100+ million claims settlement with the
Internal Revenue Service.


AUXILIUM PHARMACEUTICALS: Deerfield Mgmt. Holds 12.5% Stake
-----------------------------------------------------------
Deerfield Mgmt, L.P., and its affiliates disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange
Commission that as of June 6, 2014, they beneficially owned
6,267,382 shares of common stock of Auxilium Pharmaceuticals,
Inc., representing 12.47 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at:

                        http://is.gd/EukIvQ

                           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.


B/E AEROSPACE: Moody's Affirms 'Ba1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the debt ratings of B/E
Aerospace, Inc. ("B/E"), including the Ba1 corporate family and
Ba2 senior unsecured ratings, but changed the rating outlook to
negative from stable.

Ratings/Outlook changed:

Rating Outlook, to Negative from Stable

Ratings affirmed:

Corporate Family Rating, Ba1

Probability of Default Rating, Ba1-PD

$950 million senior secured revolver due 2017, Baa2, LGD2, 12%

$650 million senior unsecured notes due 2020, Ba2, LGD4, to 67%
from 64%

$1,300 million senior unsecured notes due 2022, Ba2, LGD4, to 67%
from 64%

Speculative Grade Liquidity Rating, SGL-1

Ratings Rationale

The negative rating outlook follows B/E's announcement that it
intends to separate its business into two independent, publically
traded companies comprised of a "Manufacturing Co" which will
focus on aircraft cabin interior equipment and a "Services Co"
which will be comprised of B/E's consumables business focusing on
the aerospace and energy services markets.

It remains to be seen how existing debt will be, if indeed can be,
allocated between the two companies after the separation. The
transaction is not likely to be completed until early 2015. That
said, Moody's notes that the separation could result in a sizable
increase in B/E's leverage if all existing debt were to remain
with B/E Aerospace following the spin-off of the consumables
business. Under this scenario, B/E's stand-alone earnings capacity
would likely be reduced by about 40% (the reported portion of the
consumables business). Moody's estimates this could increase debt
to EBITDA by approximately 2 turns from about 3.3x to 5.3x.

The Ba1 corporate family rating reflects B/E's leadership position
as the world's largest manufacturer of aircraft cabin interior
products and its strong position as a distributor of consumables,
as well as the aerospace cycle with record delivery rates expected
over the near term and the OEM backlog. Credit metrics are
supportive of the rating category, although B/E has a record of
making debt funded acquisitions which increase financial leverage,
but then uses the cash flow to reduce debt and restore the
leverage metrics to pre acquisition levels within a reasonable
time. For example, B/E plans to acquire EMTEQ and Fisher for about
$470 million, which are expected to be debt financed. On a pro-
forma basis assuming the debt financing and the profit of the
acquisition target, Moody's estimates that debt to EBITDA would be
increased by over half a turn to about 3.3x

The SGL-1 Speculative Grade Liquidity rating reflects Moody's
expectation of a strong liquidity profile over the near term,
supported by cumulative positive free cash flow generation, a cash
balance of approximately $300, and continued access to the
revolving credit facility which matures in 2017. The expectation
of cumulative free cash flows is supported by B/E's large
installed product base, strong profit margins and the current
favorable phase of the aerospace demand cycle.

The rating could come under downward pressure if operating margins
tighten leading to Debt to EBITDA exceeding 3.5 times and EBIT-to-
Interest below 3.0 times. Moody's notes that the ratings could be
downgraded as the allocation of debt in connection with the
proposed separation becomes clearer. Weak operating performance
leading to a deterioration in earnings capacity could also
pressure the ratings down. At this time, a ratings upgrade is
unlikely until Moody's have greater clarity on the allocation of
debt and the relative growth and cash flow prospects of the two
companies.

B/E Aerospace, Inc. ("B/E Aerospace") is the world's largest
manufacturer of commercial and general aviation cabin interior
products for commercial aircraft and business jets and the world's
leading provider of aerospace fasteners, consumables and logistics
services. B/E Aerospace's products include aircraft seats,
equipment for food and beverage preparation and storage, modular
lavatories, oxygen delivery systems, and a range of business jet
and general aviation interior products. Revenue for the last
twelve months March 31, 2014 was $3.6 billion.

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


BAXANO SURGICAL: Reports $9.11-Mil. Loss for Q1 Ended March 31
--------------------------------------------------------------
Baxano Surgical, Inc., filed a quarterly report on Form 10-Q,
disclosing a net loss of $9.11 million on $4.41 million of revenue
for the three months ended March 31, 2014, compared with a net
loss of $7.1 million on $3.1 million of revenue for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $40.91
million in total assets, $18.42 million in total liabilities, and
stockholders' equity of $22.49 million.

Since inception, the Company has been unprofitable.  As of March
31, 2014, the Company had an accumulated deficit of $179.9
million.    The Company's independent registered public accounting
firm has indicated in its audit report on the Company's fiscal
2013 financial statements, included in its 2013 Form 10-K, that
the Company's recurring losses from operations raise substantial
doubt about its ability to continue as a going concern, according
to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/GLuAin

Baxano Surgical is a medical device company focused on designing,
developing and marketing products to treat degenerative conditions
of the spine affecting the lumbar region.  It markets the AxiaLIF
family of products for single and two level lumbar fusion, the VEO
lateral access and interbody fusion system, the iO-Flex minimally
invasive lumbar decompression system, the iO-Tome facetectomy
system, and the Vectre and Avatar posterior fixation systems. The
company was founded in May 2000 and is headquartered in Raleigh,
NC.


BEAZER HOMES: To Sell $750 Million Worth of Securities
------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the Company's offer to sell up to $750,000,000 in aggregate
initial offering price of senior debt securities, subordinated
debt securities, common stock, preferred stock, depositary shares,
warrants, rights, stock purchase contracts, stock purchase units
or units.  Certain of the Company's subsidiaries may guarantee any
debt securities the Company offers.

The Company said it will provide the specific terms of any
securities to be offered in a supplement to the prospectus.

The Company's common stock is listed on the New York Stock
Exchange under the symbol "BZH."

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

                         http://is.gd/YZUzmU

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $33.86 million for the year
ended Sept. 30, 2013, a net loss of $145.32 million for the year
ended Sept. 30, 2012, and a net loss of $204.85 million for the
year ended Sept. 30, 2011.  As of Dec. 31, 2013, the Company had
$1.93 billion in total assets, $1.69 billion in total liabilities
and $235.60 million in total stockholders' equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BIO-KEY INTERNATIONAL: Has $299K Net Loss in First Quarter
----------------------------------------------------------
BIO-KEY International, Inc., disclosed a net loss of $299,214 on
$1.37 million of revenues for the three months ended March 31,
2014, compared with a net loss of $315,579 on $804,643 of revenues
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.34
million in total assets, $1.61 million in total liabilities, and
stockholders' equity of $730,091.

The Company has incurred significant losses to date and at March
31, 2014, had an accumulated deficit of $55 million.  In addition,
broad commercial acceptance of the Company's technology is
critical to the Company's success and ability to generate future
revenues.  At March 31, 2014, the Company's total cash and cash
equivalents were approximately $593,000, as compared to
approximately $2.02 million at Dec. 31, 2013.  The Company has
financed itself in the past through access to the capital markets
by issuing secured and convertible debt securities, convertible
preferred stock, common stock, and through factoring receivables.
The Company currently requires $460,000 per month to conduct
operations, a monthly amount that it has been unable to achieve
consistently through revenue generation.

If the Company is unable to generate sufficient revenue to meet
its goals, it will need to obtain additional third-party financing
to (i) conduct the sales, marketing and technical support
necessary to execute its plan to substantially grow operations,
increase revenue, and serve a significant customer base; and (ii)
provide working capital.  No assurance can be given that any form
of additional financing will be available on terms acceptable to
the Company, that adequate financing will be obtained by the
Company, in order to meet its needs, or that such financing would
not be dilutive to existing shareholders.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern, according to the Company's regulatory filing.

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available at http://is.gd/pgFxeW

                          About BIO-Key

Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-
transaction security technologies, as well as related Identity
Management and Credentialing software solutions.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Rotenberg Meril Solomon Bertiger &
Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial
doubt about BIO-key's ability to continue as a going concern,
citing the Company's substantial net losses in recent years, and
accumulated deficit at Dec. 31, 2012.

The Company reported net income of $3,267 on $3.8 million of
revenues in 2012, compared with a net loss of $1.9 million on
$3.5 million of revenues in 2011.


BIOLASE INC: Incurs $4.89-Mil. Net Loss in March 31 Quarter
-----------------------------------------------------------
BIOLASE, Inc., filed a quarterly report on Form 10-Q, disclosing a
net loss of $4.89 million on $11.52 million of net revenue for the
three months ended March 31, 2014, compared with a net loss of
$2.63 million on $14.6 million of net revenue for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $28.66
million in total assets, $19.65 million in total liabilities, and
stockholders' equity of $9 million.

The Company cannot guarantee that it will be able to increase
sales, reduce expenses, or obtain additional funds when needed.
If the Company is unable to increase sales, reduce expenses, or
raise sufficient additional capital, it may be unable to continue
to fund its operations, develop its products, or realize value
from its assets and discharge its liabilities in the normal course
of business.  These uncertainties raise substantial doubt about
the Company's ability to continue as a going concern, according to
a regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/ilOWIY

                       About BIOLASE, Inc.

Irvine, Calif.-based BIOLASE, Inc., incorporated in Delaware in
1987, is a biomedical company that develops, manufactures, and
markets lasers in dentistry and medicine.  The Company currently
operates in one business segment with laser systems that are
designed to provide clinically superior performance for many types
of dental procedures with less pain and faster recovery times than
are generally achieved with drills, scalpels, and other dental
instruments.  The Company also markets and distributes dental
imaging equipment and other products designed to improve
technologies for applications and procedures in dentistry and
medicine.


CAPROCK OIL: Incurs $546K Net Loss in March 31 Quarter
------------------------------------------------------
Caprock Oil, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $546,628 on $504,625 of total revenues
for the three months ended March 31, 2014, compared with a net
loss of $91,983 on $765,300 of total revenues for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $6.87
million in total assets, $5.75 million in total liabilities, and
stockholders' equity of $1.12 million.

The Company has reported net losses from continuing operations in
the last two years and has a substantial working capital deficit
as of March 31, 2014.  These factors, among others, indicate that
the Company may be unable to continue as a going concern for a
reasonable period of time, according to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/tCIa3n

Caprock Oil, Inc. is engaged in the exploration and production of
oil and natural gas with interests in producing wells located in
Texas and Louisiana.  This energy holding company was formerly
known as Stratum Holdings, Inc.


CDRH PARENT: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating to CDRH Parent,
Inc., the indirect parent of Healogics, Inc. and co-borrower. At
the same time, Moody's assigned a B1 rating to CDRH's $500 million
senior secured first lien credit facilities, consisting of a $100
million revolving credit facility expiring in 2019 and a $400
million first lien term loan due 2021. Concurrently, Moody's
assigned a Caa2 rating to CDRH's proposed $220 million second lien
term loan due 2022. The rating outlook is stable. Existing ratings
for Healogics will be with withdrawn at the close of the
transaction.

On May 21, 2014, Clayton, Dubilier and Rice agreed to acquire
Healogics from Metalmark Capital and Scale Venture Partners for
$910 million. Proceeds from the proposed credit facilities, along
with $330 million of cash, will be used to complete the
acquisition. The transaction is expected to close in the third
quarter of 2014.

CDRH Parent, Inc.:

Ratings assigned:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$100 million first lien revolver expiring 2019 at B1 (LGD 3,
33%)

$400 million first lien term loan due 2021 at B1 (LGD 3, 33%)

$220 million second lien term loan due 2022 at Caa2 (LGD 5, 86%)

Healogics, Inc.

Ratings to be withdrawn at close:

$30 million first lien revolver expiring 2018 at B1 (LGD 3, 35%)

$290 million first lien term loan due 2019 at B1 (LGD 3, 35%)

$110 million second lien term loan due 2020 at Caa1 (LGD 5, 87%)

Rating Rationale

CDRH's B3 Corporate Family Rating reflects the company's very weak
credit metrics, due to the considerable amount of debt associated
with its leveraged buyout and its small revenue base of less than
$300 million. Moody's estimates that pro forma debt/EBITDA at 8.0
times, for the LTM period ending March 31, 2014. The rating is
also constrained by the small absolute size and the early stage of
development of the wound care market, and the company's narrow
focus on wound care management. The rating benefits from
Healogics' good customer and geographic diversification and modest
direct government reimbursement risk.

The stable outlook reflects Moody's expectation of relatively
stable operating performance given low reimbursement risk and
steady pricing over the near-term. It also reflects Moody's view
that the company's highly leveraged capital structure is unlikely
to improve significantly over the next 12-months.

In addition, the rating could be downgrade if pricing or volumes
weaken, such that financial performance is impacted, resulting in
deterioration in credit metrics. The rating could be downgraded if
liquidity deteriorates or if the company's free cash flow turns
negative.

The likelihood of a rating upgrade is limited in the near-term
given the company's very high leverage. However, if the company is
able to grow earnings and sustain debt to EBITDA below 6 times,
while continuing to generate free cash flow, an upgrade could be
considered.

The methodologies used in this rating were Global Business &
Consumer Service Industry Rating Methodology published in October
2010, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Headquartered in Jacksonville, Fl., Healogics partners with
hospitals to establish, staff and run specialized wound care
centers that treat patient with chronic, non-healing wounds.


CHANTILLY BIOPHARMA: Case Summary & 19 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Chantilly BioPharma LLC
        3701 Concorde Pkwy
        Chantilly, VA 20151

Case No.: 14-12195

Nature of Business: Health Care

Chapter 11 Petition Date: June 9, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Brian F. Kenney

Debtor's Counsel: Ronald J. Drescher, Esq.
                  DRESCHER & ASSOCIATES, PA
                  4 Reservoir Circle, Ste 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000
                  Email: ecf@drescherlaw.com
                         rondrescher@drescherlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb14-12195.pdf


CHARLES FOGARTY: Pilgim Title Wins Summary Judgment
---------------------------------------------------
The Superior Court of Rhode Island in Kent County granted Pilgrim
Title Insurance Company's Motion for Summary Judgment in the
consolidated complaint filed by Charles Fogarty and James
Ottenbacher.

Fogarty and Ottenbacher initially filed pro se complaints against
Defendants Ralph Palumbo and Jonathan Savage in Kent County
Superior Court in mid-August 2008.  After retaining counsel in
March 2009, the individual complaints were consolidated on June
11, 2009, and on April 1, 2010, the Plaintiffs moved and were
granted leave to amend their complaint to add Pilgrim as
Defendant.

Ottenbacher and Fogarty sued Savage and Palumbo, claiming that
conveyance of certain Property was unauthorized and was executed
in contravention of an Operating Agreement.  Fogarty and
Ottenbacher asserted negligence claims against Pilgrim.

Fogarty filed for Chapter 11 bankruptcy in 1994.

The cases are JAMES OTTENBACHER, Plaintiff, v. RALPH PALUMBO,
PILGRIM TITLE INSURANCE COMPANY, and JONATHAN SAVAGE, Defendants.
CHARLES E. FOGARTY v. RALPH PALUMBO, PILGRIM TITLE INSURANCE
COMPANY, JONATHAN SAVAGE, C.A. NOS. KC 08-1087 CONSOLIDATED WITH,
KC 08-1073 (R.I. Super. Ct.).

A copy of the Superior Court's June 9, 2014 Decision is available
at http://is.gd/9KBbKpfrom Leagle.com.


CHINAMERICA ANDY: Going Concern Doubt Despite Revenues
------------------------------------------------------
ChinAmerica Andy Movie Entertainment Media Co. filed its quarterly
report on Form 10-Q, disclosing a net income of $460,252 on
$822,500 of revenue for the three months ended March 31, 2014,
compared with a net loss of $8,646 on $nil of revenue for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $1 million
in total assets, $298,416 in total liabilities, and stockholders'
equity of $704,882.

The Company had $822,500 in movie project income for the three
months ended March 31, 2014.  During that same period, the Company
had a total net comprehensive income of $443,873.  These factors
indicate the Company is generating revenues; however, there is
still substantial doubt about the ability of the Company to
continue as a going concern for a reasonable period of time,
according to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/rtao4v

ChinAmerica Andy Movie Entertainment Media Co. is an operating
company that is seeking to increase operations in the development,
production and distribution of documentaries and animated films
within the movie, entertainment and media field in Beijing, China.
The company was founded by Daniel Kelson on September 26, 2002 and
is headquartered in Sarasota, FL.


CLOCK TOWER: BB&T Entitled to $3.48 Million Damages
---------------------------------------------------
Nevada District Judge Robert C. Jones granted Branch Banking and
Trust Company's motion for summary judgment in its lawsuit against
the guarantors of a commercial loan to debtor Clock Tower Center,
LLC.  Judge Jones ruled that the lender is entitled to damages in
the amount of $3,488,129.

The original lender, Colonial Bank, N.A., loaned Clock Tower
Center $3,400,000 in exchange for a promissory note.  Clock
Tower's obligations were secured by a deed of trust, which
collateralized real property located in Gardnerville, Nevada.
Clock Tower's indebtedness was further secured by an unconditional
guarantee executed by three guarantors: Defendants Jarrett, Bing,
and the Bing Trust.  Guarantors Jarrett and Bing hold a combined
67.5% interest in Clock Tower.

Colonial's interest in the loan was ultimately acquired by BB&T.
When the Note matured in April 2011, neither Clock Tower nor the
Guarantors honored their promises under the Note and Guarantee.

Instead, Clock Tower petitioned for Chapter 11 bankruptcy in the
U.S. Bankruptcy Court for the District of Nevada.  During the
bankruptcy proceedings, Clock Tower did not dispute the validity
or amount of its debt to BB&T. Instead, it asserted that BB&T
possessed a Class 1A secured claim "in the approximate unpaid
principal sum of $3,400,000, plus accruing interest at the
contractual rate" as well as an unsecured claim.  Clock Tower also
argued that BB&T had a viable third-party source of recovery
through the Guarantee.  Specifically, and with Guarantors'
participation, Clock Tower successfully separated BB&T's claims
from the other creditors' claims in order to obtain the voting
necessary to confirm its plan over BB&T's objection.  The other
creditors were largely related to the Guarantors -- e.g., Bing
Materials, Jarrett Construction, Jerry Bing, Niki Jarrett.  To
separate BB&T's claims, Clock Tower argued that BB&T belonged to a
different class than the other creditors because it could recover
under the Guarantee.

On April 3, 2013, the bankruptcy court entered an order confirming
Clock Tower's plan for reorganization.  The relevant elements of
the Bankruptcy Plan are:

     (1) BB&T has a reduced secured claim for $2,960,000, which
reflects the decreased value of the Property;

     (2) BB&T has an unsecured deficiency claim for $297,045,
which represents the difference between Clock Tower's indebtedness
to BB&T at the time it filed for bankruptcy and the decreased
value of the Property;

     (3) both claims are payable over six years, from March 2013
to February 2019, in monthly payments;

     (4) Clock Tower is not liable for any interest accruing after
the filing of its 2011 petition;

     (5) Clock Tower is presumed to be able to comply with the
bankruptcy plan without default, liquidation, or further financial
reorganization; and

     (6) BB&T retains its lien rights against the property but
cannot enforce those rights unless Clock Tower defaults under the
plan.

Clock Tower retained title to and possession of the Property and
promised to make monthly payments on its reduced debt (now
$3,257,045 instead of the agreed $3,400,000 and associated
interest) until February 2019.  During that time, the plan freezes
BB&T's ability to collect interest or foreclose on the Deed of
Trust.

BB&T on May 7, 2013, filed the lawsuit to enforce the Guarantee,
arguing that because Clock Tower has failed to satisfy its
obligations under the Loan Documents, the Guarantors are jointly
and severally liable for the entire amount originally due on the
Note.  The parties do not dispute that the total underlying debt
is presently $3,488,129.

The case is, BRANCH BANKING AND TRUST COMPANY, a North Carolina
banking corporation, Plaintiff, v. MICHAEL E. JARRETT, an
individual; D. GERALD BING, JR., an individual; D. GERALD BING,
JR., Trustee of the D. GERALD BING, JR. TRUST dated January 17,
2000; and DOES 1 through 10, inclusive, Defendants, NO. 3:13-CV-
00235-RCJ-VPC (D. Nev.).  A copy of the District Judge's June 9,
2014 Order is available at http://is.gd/G10pqQfrom Leagle.com.

Branch Banking and Trust Company is represented by:

     Frank Z LaForge, Esq.
     Timothy A. Lukas, Esq.
     Tamara Reid, Esq.
     HOLLAND & HART LLP
     5441 Kietzke Lane, Second Floor
     Reno, NV 89511
     Tel: 775-327-3000
     Fax: 775-786-6179
     E-mail: fzlaforge@hollandhart.com
             tlukas@hollandhart.com
             treid@hollandhart.com

The Defendants are represented by:

     Jonathan J. Tew, Esq.
     G. David Robertson, Esq.
     Richard D. Williamson, Esq.
     ROBERTSON, JOHNSON, MILLER & WILLIAMSON
     50 West Liberty Street, Ste 600
     Reno, NV 89501
     Tel: (775) 329-5600
     Fax: (775) 348-8300
     E-mail: jon@nvlawyers.com
             gdavid@nvlawyers.com
             rich@nvlawyers.com

Clock Tower Center, LLC, based in Minden, Nevada, filed a Chapter
11 petition (Bankr. D. Nev. Case No. 11-53518) on Nov. 16, 2011.
Judge Bruce T. Beesley presided over the case.  Stephen R. Harris,
Esq., at Harris - Petroni, LTD, served as the Debtor's counsel.
In its petition, Clock Tower estimated $1 million to $10 million
in assets and debts.  A list of the Company's seven largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/nvb11-53518.pdf The petition
was signed by Michael Jarrett, manager.


COLTS NECK GOLF: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Colts Neck Golf & Country Club, Inc.
          dba Colts Neck Golf Club
        50 Flock Road
        Colts Neck, NJ 07722

Case No.: 14-22032

Chapter 11 Petition Date: June 11, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Joseph Casello, Esq.
                  COLLINS, VELLA & CASELLO
                  1451 Highway 34 South, Suite 303
                  Farmingdale, NJ 07727
                  Tel: (732) 751-1766
                  Fax: (732) 751-1866
                  Email: jcasello@cvclaw.net

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Anthony DeGennaro, president.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-22032.pdf


COMARCO INC: OKs Salary Reduction, One-Time Bonus for CEO
---------------------------------------------------------
The Compensation Committee of the Board of Directors of Comarco,
Inc., approved an adjustment to the previously disclosed voluntary
reduction in the Company's chief executive officer's annual base
salary.  This adjustment, computed based on an annualized base
salary of $230,000, results in an interim rate of pay equal to
$196,000 per annum effective as of June 9, 2014, up from the
$184,005 interim annual rate of pay previously disclosed.
Additionally, in recognition of the previously announced
settlement of the Company's litigation with Chicony Power
Technology, Co. Ltd., the Committee approved a one-time bonus of
$10,000 payable to Thomas W. Lanni on June 27, 2014.

Also on June 5, 2014, the Committee approved a modification to Mr.
Lanni's Deferred Compensation Agreement.  Pursuant to the
modification, the monthly accrual of compensation under the
Agreement was reduced to $2,833 from $3,833 per month, effective
as of June 9, 2014.  The modification does not reduce any amounts
that have accrued prior to the effective date of the modification.
The Agreement provides that the accrued compensation will be paid,
if and only if, (i) the Company files a Quarterly Report on Form
10-Q that includes a balance sheet reflecting an aggregate balance
of cash, cash equivalents, and short term investments of the
Company of at least $5 million net of liabilities (ii) Mr. Lanni
continues to provide substantial services to the Company through
the date of filing of the Form 10-Q, and (iii) the Board of
Directors provides written approval of the payment of the deferred
compensation.

                          About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $2.05 million on $4.42 million of
revenue for the year ended Jan. 31, 2014, as compared with a net
loss of $5.59 million on $6.33 million of revenue for the year
ended Jan. 31, 2013.  As of Jan. 31, 2014, the Company had $1.33
million in total assets, $9.06 million in total liabilities and a
$7.72 million total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, issued a "going concern" qualification on the
consolidated financial statements for the year ended Jan. 31,
2014.  The independent auditors noted that the Company has
suffered recurring losses and negative cash flow from operations,
has negative working capital and faces uncertainties surrounding
the Company's ability to raise additional funds.


COMSTOCK MINING: Van Den Berg Reports 20.6% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Van Den Berg Management, Inc., disclosed that
as of May 31, 2014, it beneficially owned 16,822,192 shares of
common stock of Comstock Mining Inc. representing 20.64 percent of
the shares outstanding.  The reporting person previously owned
10,434,025 shares at Dec. 31, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/czk08T

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss available to common
shareholders of $25.36 million in 2013, a net loss available to
common shareholders of $35.13 million in 2012 and a net loss
available to common shareholders of $16.30 million in 2011.  As of
Dec. 31, 2013, the Company had $43.99 million in total assets,
$23.75 million in total liabilities and $20.24 million in total
stockholders' equity.


COTT CORP: Moody's Rates New $525MM Sr. Unsecured Bond 'B3'
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Cott
Corporation's new senior unsecured $525 million bond issue, issued
by its wholly owned subsidiary, Cott Beverages, Inc. Proceeds will
be used for the repayment of Cott's $375 million 8.125% Senior
Unsecured Notes due 2018 and for general corporate purposes
including the acquisition of Aimia Foods (Holdings) Limited
announced last month. The company's B2 CFR and other ratings as
well as the stable outlook were unchanged.

Ratings Rationale

Cott's B2 CFR reflects its moderate leverage, positive free cash
flow, good liquidity and leadership position as the largest
private label beverage producer in North American with a broad
portfolio of beverages. These positives are offset by the
company's limited market share, presence in an industry dominated
by Coca-Cola and PepsiCo, customer concentration and volatility in
operating performance due to significant commodity exposure and
vulnerability to pricing decisions of branded industry players and
retailers.

Cott Corporation's proposed acquisition of UK based Aimia Foods
(Holdings) Limited is a long-term credit positive because it will
continue the company's diversification away from U.S. carbonated
soft drinks ("CSD"), although it slightly increases leverage in
the short run and presents certain integration risks. The
acquisition does not impact Cott's leverage enough to affect the
company's B2 Corporate Family Rating or SGL-2 Speculative Grade
Liquidity Rating. The purchase price includes an initial payment
of $80 million with another $33 million owed in September 2014 and
a future earnout that will range from a minimum of $13 million to
$27 million. The purchase price was initially funded through
Cott's ABL facility and cash on hand and represents a reasonable
pre-synergy trailing EBITDA multiple.

Given the potential for volatility in Cott's operating
performance, a ratings upgrade would require both debt-to-EBITDA
of below 3.5 times on a sustainable basis, complemented by a good
liquidity profile and the stabilization of revenues, profitability
and volumes.

A decline in earnings as a result of further volume declines,
continued margin contraction, a weakening of Cott's liquidity, or
an increase in leverage such that debt-to-EBITDA approaches 5.5
times could result in a ratings downgrade.

The following rating was assigned:

  B3 rating (LGD5, 70%) to the $525 million senior unsecured
  notes.

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

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

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


CRANBERRY COUNTRY LODGE: Stays Open During Receivership
-------------------------------------------------------
The Tomah Journal reports that the Cranberry Country Lodge in
Tomah, Wisconsin, is under new management.

The hotel went into receivership April 29 after F&M Bank filed a
claim of nearly $5.2 million against Cranberry Country Lodge LLC
to recover the balance of a March 2012 loan, according to The
Tomah Journal.

The report relates that Monroe County Circuit Court Judge Todd
Ziegler appointed Milwaukee attorney Michael Polsky as receiver.
Judge Ziegler set a deadline of Aug. 4 for other creditors to file
claims.

Mr. Polsky said the motel, which employs 15 people, is "open for
business," the report discloses.

"No one is being laid off," the report quoted Mr. Polsky as
saying.  "Reservations are still going strong. There is plenty of
money to cover operating expenses and supplies . . . .employees
didn?t miss any paychecks," Mr. Polsky said, the report relates.

The report discloses that the business is being operated on an
interim basis by IDM Hospitality Management of Madison.  Its Web
site says it specializes in the "repositioning of hotels in
receivership." Mr. Polsky said IDM Hospitality isn?t a candidate
to purchase the business.

The report notes that as of April 29, the hotel had an unpaid
property tax balance of $113,000 and $5,900 in unpaid city of
Tomah room taxes.

The report relates that Cranberry County Lodge owner Gloria Dippen
said the March 2012 loan was for property improvements, primarily
an HVAC system for the aquatic center that will be done this
summer.  Ms. Dippen said F&M "structured a finance package that
protected existing cash flow for operations and enabled growth and
continued sustainability for Cranberry Country Lodge."

Although Cranberry Country Lodge LCC still owns the resort, its
management is no longer involved in the day-to-day operation.


DAVITA HEALTHCARE: Moody's Rates $1.75BB Sr. Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 5, 80%) rating to
DaVita Healthcare Partners' offering of $1.75 billion of senior
unsecured notes due 2024. Moody's existing ratings on the company,
including the Ba3 Corporate Family Rating and Ba3-PD Probability
of Default Rating, remain unchanged. The rating outlook remains
stable.

Moody's understands that the proceeds of the offering will be used
to partially repay existing senior secured credit facilities.
DaVita is also currently raising new senior secured credit
facilities, the proceeds of which will be used to repay the
remainder of the existing senior secured credit facilities and
fund the purchase of DaVita's 6.375% senior unsecured notes due
2018. The combination of these transactions will result in an
improved maturity profile and interest cost savings. Moody's will
withdraw the ratings on the 6.375% senior unsecured notes due 2018
upon the successful completion of the tender offer.

Following is a summary of Moody's rating actions.

Ratings assigned:

$1.75 senior unsecured notes due 2024 at B1 (LGD 5, 80%)

Ratings unchanged:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Speculative Grade Liquidity Rating at SGL-1

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

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

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

$2.025 billion senior unsecured notes due 2020 and 2022 at B1 (LGD
5, 80%)

Rating to be withdrawn at close

Senior unsecured notes due 2018 at B1 (LGD 5, 80%)

Rating Rationale

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

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

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

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

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

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

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


DECISIONPOINT SYSTEMS: Posts $113K Net Loss for March 31 Quarter
----------------------------------------------------------------
DecisionPoint Systems, Inc., filed a quarterly report on Form 10-
Q, disclosing a net loss of $113,000 on $16.71 million of net
sales for the three months ended March 31, 2014, compared with a
net loss of $2.1 million on $13.77 million of net sales for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $29.84
million in total assets, $31.07 million in total liabilities, and
a stockholders' deficit of $1.23 million.

The Company's history of losses, working capital deficit, capital
deficit, minimal liquidity and other factors raises substantial
doubt about the Company ability to continue as a going concern,
according to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/bdP56D

DecisionPoint Systems, Inc. is an Irvine, California-based
provider of mobile technologies, including mobile business
applications, wireless networks, mobile computers and related
technical services for those who are on the front line in any
business.  The Company aims to "employer the mobile worker"
referring to field repair technicians, sales associates, couriers,
public safety employees and other workers.


DEJOUR ENERGY: Has C$2.98-Mil. Net Loss For First Quarter
---------------------------------------------------------
Dejour Energy Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of C$2.98 million on C$2.27 million of total
revenues for the three months ended March 31, 2014, compared with
a net loss of C$1.21 million on C$1.66 million of total revenues
for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed C$28.48
million in total assets, C$19.98 million in total liabilities, and
stockholders' equity of C$8.51 million.

The Company's ability to continue as a going concern is dependent
upon attaining profitable operations and obtaining sufficient
financing to meet obligations and continue exploration and
development activities.  There is no assurance that these
activities will be successful.  These material uncertainties cast
substantial doubt upon the Company's ability to continue as a
going concern, according to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/Eqq47x

                          About Dejour

Dejour Energy Inc. is an independent oil and natural gas
exploration and production company operating projects in North
America's Piceance Basin (approximately 80,000 net acres) and
Peace River Arch regions (approximately 7,500 net acres).
Dejour's seasoned management team has consistently been among
early identifiers of premium energy assets, repeatedly timing
investments and transactions to realize their value to
shareholders' best advantage.  Dejour maintains offices in Denver,
USA, Calgary and Vancouver, Canada.  The company is publicly
traded on the New York Stock Exchange MKT (nyse mkt:DEJ) and
Toronto Stock Exchange CA:DEJ 0.


ENERGY FUTURE: Asks Court to OK Crowson Settlement Agreement
------------------------------------------------------------
Energy Future Holdings Corp., et al., filed a motion with the U.S.
Bankruptcy Court for the District of Delaware for entry of an
order authorizing the settlement agreement between debtor TXU
Energy Retail Company, LLC, and Susan Combs, Comptroller of Public
Accounts for the State of Texas and modifying the automatic stay.

A hearing to consider the motion is set for June 30, 2014, at 9:30
a.m.  Objections must be filed by June 23, 2014, at 4:00 p.m.

The Crowson Settlement Agreement proposes to release $9,764,973.69
in principal and $1,551,893.72 in interest, totaling
$11,316,867.41 to the trust, which was created for the benefit of
the Crowson plaintiffs -- Thomas Crowson, dba Ivory Tree Arlington
Limited, Rolling Oaks Apartments, Inc., Texas Arlington Oaks
Management, L.L.C., and Texas Arlington Oaks Apartments, L.T.D.,
and other parties who filed in 20017 a class-action lawsuit
against TXU Energy for erroneously charging and collecting sales
taxes from customers who were exempt from paying the taxes -- to
which TXU Energy assigned its right to file a claim or claims with
the Texas Comptroller for refunds of the Credit Amount.  The funds
are likely outside the estates of Energy Future Competitive
Holdings Company LLC and Texas Competitive Electric Holdings
Company LLC and its direct and indirect Debtor subsidiaries and,
in exchange for releasing the funds, the TXU Energy will receive a
tax credit in the Credit Amount without any penalties or
alterations to TXU Energy's right to a prepayment discount.

A copy of the Crowson Settlement Agreement is available for free
at http://is.gd/REmCXB

            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 cases are jointly administered for procedural
purposes.  Energy Future Holdings Corp. (Case No. 14-10979) is the
lead case.

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: CSC Trust Tapped as Successor Indenture Trustee
--------------------------------------------------------------
Texas Competitive Electric Holdings Company LLC and Energy Future
Competitive Holdings Company LLC filed a motion with the U.S.
Bankruptcy Court for the District of Delaware for entry of an
order approving the agreement of resignation, appointment, and
acceptance, dated June 9, 2014, by and among U.S. Bank National
Association, in its capacity as owner trustee, TCEH, EFCH, The
Bank of New York Mellon Trust Company, N.A., in its capacity as
resigning indenture trustee, and CSC Trust Company of Delaware, in
its capacity as successor indenture trustee, providing for the
appointment of CSC Trust Company of Delaware as successor
indenture trustee to The Bank of New York Mellon Trust Company,
N.A., for the 7.46% secured facility bonds.

A copy of the Agreement is available for free at:

                       http://is.gd/7UoDET

Pursuant to the Agreement, the Parties seek to effectuate the
appointment and acceptance of a successor indenture trustee as
successor indenture trustee, bond registrar, and paying agent
under the indenture and participation agreement.  The Debtors says
in a court filing dated June 9, 2014, that CSC is an appropriate
successor indenture trustee, bond registrar and paying agent.

The Agreement doesn't alter the status quo with respect to the
rights of the Parties to assert or dispute any claims.

            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 cases are jointly administered for procedural
purposes.  Energy Future Holdings Corp. (Case No. 14-10979) is the
lead case.

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: Schedules and Statements Due June 16
---------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware entered for the second time an order
extending, at the behest of Energy Future Holdings Corp., et al.,
the time by which the Debtors will file their schedules of assets
and liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs by an additional seven days, to
and including June 16, 2014.

In the first court order, the Court had given the Debtors a 30-day
extension, to and including June 9, 2014.

As reported by the Troubled Company Reporter on May 26, 2014, the
Debtors asked the Court to extend the schedules filing deadline
until June 30, 2014.  The Debtors said that they are focused on
preparing for the Chapter 11 filing, preparing the business to
transition into Chapter 11, and negotiating with their significant
creditor constituencies.  According to the Debtors, such efforts
made it difficult for them to prepare the schedules and
statements.  The Debtors stated that, given the amount of work
entailed in completing the schedules and statements and the
competing demands on the their employees and professionals to
assist in efforts to stabilize business operations during the
initial post-petition period, they wouldn't be able to properly
and accurately complete the schedules and statements within the
required time period.

            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 cases are jointly administered for procedural
purposes.  Energy Future Holdings Corp. (Case No. 14-10979) is the
lead case.

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.


EQUINOX HOLDINGS: Moody's Hikes Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Equinox
Holdings, Inc. including its Corporate Family Rating (CFR) to B2
from B3, its Probability of Default Rating to B2-PD from B3-PD,
its first lien senior secured debt (including a $100 million
proposed term loan add-on) to Ba3 from B1 and its second lien
senior secured debt to Caa1 from Caa2. The rating outlook is
stable.

Proceeds from the proposed $100 million add-on will be used to
pre-fund future investments including capex for new facilities.

The upgrade reflects Moody's expectation that growth in Equinox's
revenue and earnings will continue over the next two to three
years due to strong same store sales at its existing club
locations, growth in new stores across all three brands (Equinox,
SoulCycle, and Blink), and increased membership count. From fiscal
year ended December 31, 2012 to the LTM period ended March 31,
2014, Equinox's EBITDA has grown about 20%. Moody's expects a
continuation of this strong growth will provide cash flow and de-
leveraging capacity that the company will use to continue to re-
invest in its brands to enhance long term earnings potential. The
upgrade also considers the company's improved earnings
diversification as SoulCycle has become a larger contributor to
Equinox's overall EBITDA generation, thereby reducing its reliance
on the Equinox brand as the only source of earnings, as well as
its improved geographical diversification. New York City and its
surrounding suburbs now account for only 50% of the company's
revenue, down from approximately 80% in 2005.

Moody's took the following rating actions on Equinox:

Ratings upgraded:

Corporate Family Rating to B2 from B3

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

$100 million first lien senior secured revolving credit facility
due 2018 to Ba3 (LGD3, 32%) from B1 (LGD 3, 31%)

$595 million (including proposed $100 million add-on) first lien
senior secured term loan due 2020 to Ba3 (LGD3, 32%) from B1
(LGD 3, 31%)

$200 million second lien senior secured term loan due 2020 to
Caa1 (LGD 5, 81%) from Caa2 (LGD 5, 82%)

Rating Outlook is Stable

Ratings Rationale

The B2 CFR reflects Equinox's strong market position in upscale
fitness clubs, good operating trends relative to its peers, upside
from the membership ramp up at recently opened clubs, and the
fitness industry's favorable long-term growth fundamentals. The
rating also considers Equinox's high leverage and modest interest
coverage with Moody's adjusted debt/EBITDA and EBITDA less
maintenance capex/interest expected to approximate 7.0 times and
1.5 times, respectively, at the end of 2015. Moody's also expects
capex spend on discretionary investments in new facilities and
upgrades to existing clubs will consume the company's free cash
flow, resulting in no debt reduction beyond mandatory
amortization.

The stable rating outlook reflects Moody's expectation that
Equinox will generate sufficient cash flow to fund new club
investments and maintain its good liquidity position. Any
deleveraging will come from EBITDA growth, as Moody's does not
expect the company will permanently reduce debt above and beyond
required amortization on the first lien senior secured term loan.

The ratings could be upgraded if Equinox is able to sustain high
single digit comparable-club revenue growth, continue to execute
on its expansion strategy, and improve profitability such that
debt to EBITDA approaches 5.0 times and EBITDA less maintenance
capex to interest exceeds 2.0 times. Downward ratings pressure
could be caused if comparable store sales slow meaningfully or
earnings growth is weaker than expected. A material weakening of
the company's liquidity profile could also pressure the ratings.
Independent of a CFR change, the ratings on the senior secured
first lien debt could be downgraded if the company were to add
incremental first lien debt.

Headquartered in New York, Equinox Holdings, Inc. operates under
the Equinox, Pure Yoga, SoulCycle and Blink fitness brands. The
company operates in both the upper-end and the middle to budget
market segments and targets members from all demographics. Equinox
is owned by individuals and entities affiliated with Related
Companies, L.P. ("Related"), a New York limited partnership,
Leonard Green & Partners, L.P. and members of management. Revenues
approximated $740 million for the LTM period ended March 31, 2014.

The principal methodology used in this rating was 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.


EQUINOX HOLDINGS: S&P Affirms 'B' CCR; Outlook Positive
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'B' corporate credit rating, on U.S.-based fitness club
operator Equinox Holdings Inc.  The outlook is positive.

"At the same time, we affirmed our issue-level ratings, including
the 'B' issue-level rating, on the senior secured credit facility
(consisting of a revolving credit facility and the term loan B),
and the 'CCC+' issue-level rating on the second-lien term loan.
The recovery rating on the senior secured credit facility remains
'3', and our recovery rating on the second-lien term loan remains
'6', indicating our expectation for meaningful (50%-70%) and
negligible (0-10%) recovery, respectively, in the event of
default," S&P said.

The company announced its plan to exercise the accordion feature
under its existing senior secured term loan B to issue $100
million in incremental debt.  This incremental debt will have the
same 2020 maturity as the company's existing $495 million term
loan B.  The company will use funds will for fees and for general
corporate expenses.

Standard & Poor's corporate credit rating on Equinox reflects the
competitive nature of the fitness club operating environment, as
well as high levels of customer attrition inherent in the
industry.  S&P believes Equinox's relatively high portion of
revenue derived from ancillary services partially tempers these
factors, benefitting EBITDA margin and creating a more loyal
customer base.  Additionally, S&P believes Equinox's strong brand
image, which drives an approximately 40% higher price point for
its memberships relative to competitors Town Sports International
Holdings and 24 Hour Fitness Worldwide Inc., also improves S&P's
assessment of Equinox's business risk profile.

S&P's ratings on Equinox also reflect its expectation for
operating lease-adjusted leverage, pro forma for this transaction,
to remain above 6x in 2014 and to improve to the high-5x level in
2015.  S&P believes the ratio of adjusted funds from operations
(FFO) to debt will remain in the low-double digit area in 2014 and
2015, and that fully adjusted interest coverage will remain strong
in the mid-2x level through 2015.  These measures fully
consolidate the company's controlling stake in SoulCycle Holdings
LLC and Blink Holdings Inc.

S&P could raise its rating one notch if continued strong EBITDA
and cash flow from the expansion and organic growth lead to
operating lease-adjusted leverage improving to below 6x and
adjusted FFO to debt increasing to the 12% area.


EXPERT SOUTH TULSA: Cornerstone Creek Won't Cough Up Profit
-----------------------------------------------------------
Kansas Bankruptcy Judge Robert D. Berger granted the Motion for
Summary Judgment filed by Cornerstone Creek Partners, LLC, in the
lawsuit filed against it by Expert South Tulsa, LLC, and
Intervenor E.H. Hawes Revocable Trust.

Prior to EST's bankruptcy filing, the Debtor sold real property --
the Memorial Commons -- to Cornerstone.  The sale closed on
January 8, 2010.  Under the Purchase Agreement, Cornerstone paid
$3,000,000, but only $261,477 of this amount went to EST.  The
balance of the purchase price satisfied the claims of some of
EST's creditors.

Eleven days after the sale closed, Cornerstone sold Memorial
Commons to South Memorial Development, LLC, for $4,421,230.  As a
result of the sale to South Memorial, Cornerstone allegedly earned
a profit of $1,421,230.

On March 30, 2010, EST was placed in involuntary chapter 7
bankruptcy by one of its creditors. The case was then converted to
chapter 11 on May 7, 2010.

EST filed the adversary proceeding on September 1, 2011, to
recover $1,421,230 from Cornerstone under either 11 U.S.C.
Sections 548 or 544(b) of the Bankruptcy Code.  EST seeks to to
avoid the sale of Memorial Commons to Cornerstone, asserting
claims under the Bankruptcy Code and the Oklahoma Uniform
Fraudulent Transfer Act.  The Hawes Trust has been substituted for
EST to protect the Trust's potential interest in a promissory
note.

Cornerstone challenges both the UFTA claim and the Sec. 548 claim
on the grounds that the transfer of fully encumbered property does
not satisfy the definition of an "asset" or "an interest of the
debtor in property."  Second, Cornerstone challenges the claim
that EST did not receive reasonably equivalent value because,
according to Cornerstone, the consideration EST received was equal
to or greater than the fair market value of the property.

According to Judge Berger, "Summary judgment is granted in favor
of Cornerstone because the Trust cannot show any genuine issue of
material fact precluding judgment in favor of Cornerstone.
Interpreting the evidence in the light most favorable to the Trust
fails to show that a reasonable finder of fact could reach a
holding in favor of the Trust. The Trust cannot succeed on its
[Sec.] 544(b) claim because the transfer of fully encumbered
property is not subject to Oklahoma's Uniform Fraudulent Transfer
Act.  The Trust cannot succeed on its [Sec.] 548 claim because EST
received reasonably equivalent value for the sale of Memorial
Commons."

The case is,EXPERT SOUTH TULSA, LLC, Plaintiff, v. E.H. HAWES
REVOCABLE TRUST, Intervenor, v. CORNERSTONE CREEK PARTNERS, LLC,
Defendant, CASE NO. 10-20982 (Bankr. D. Kan.).  A copy of the
Court's June 9, 2014 Memorandum Opinion and Order is available at
http://is.gd/UZL8VUfrom Leagle.com.


FERRELLGAS L.P.: Tack-on Offering No Impact on Moody's B1 Rating
----------------------------------------------------------------
Moody's Investors Service said that Ferrellgas L.P.'s (OLP)
proposed $150 million unsecured note offering would not have any
impact on Ferrellgas Partners, L.P.'s (Ferrellgas, B1 stable)
ratings or stable outlook. OLP is the operating partnership
subsidiary of Ferrellgas and the issuer of the majority of
Ferrellgas' debt, including its bank credit facilities.

These notes are add-ons to OLP's existing $325 million 6.75% notes
due 2022, which were issued in November 2013. Net proceeds will be
used to fund a portion of the $125 million purchase price of the
pending fluids logistics business acquisition in the Eagle Ford
Shale, reduce revolver borrowings and cover transaction fees.

Ratings Rationale

The proposed notes will be issued under the same indenture that
govern OLP's existing 6.75% notes and will be classified as a
single class and series. Prior to this issuance, OLP had $825
million of senior unsecured notes and a $500 million senior
secured revolving credit facility. OLP's unsecured notes are rated
B2, one notch below the Ferrellgas B1 Corporate Family Rating
(CFR) because of the priority claim of the sizeable secured credit
facility, under Moody's Loss Given Default Methodology.

The B1 CFR reflects Ferrellgas' high, albeit improving, financial
leverage, the seasonal nature of propane sales with significant
dependency on cold winter months and the associated volatility in
cash flows, and the inherent risks of the Master Limited
Partnership (MLP) business model, which requires high recurring
cash distributions to unitholders. The rating is favorably
impacted by the partnership's substantial scale and geographic
diversification that facilitate cost efficiencies in a fragmented
industry, its utility-like services that provide a base level of
revenue, and a propane tank exchange business which generates
complementary cash flows during summer months. The B1 CFR also
considers the increasing customer conservation trends, the growing
use of natural gas as a competing source of energy, and the
ongoing need to make acquisitions to offset secularly declining
volumes.

The stable outlook assumes that leverage will continue to improve
over the more predictable spring and summer months as working
capital debt is reduced and liquidity will remain adequate. An
upgrade is unlikely in 2014 given Ferrellgas' significant
distribution burden and limited prospects for permanent debt
reduction. Moody's would look for leverage to remain firmly below
5x and distribution coverage above 1x over an extended period
prior to considering a positive rating action. A downgrade could
result if liquidity becomes insufficient or if the peak seasonal
debt to EBITDA ratio cannot be held below 6.5x.

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

Ferrellgas Partners, L.P. is a propane distributor and a publicly
traded master limited partnership based in Overland Park, KS.


FIRST SECURITY: Gets Demand Letter Over Grant of Stock Options
--------------------------------------------------------------
First Security Group, Inc., received a letter on May 27, 2014,
from the law firm of Levi & Korsinsky LLP, on behalf of purported
shareholders of the Company, alleging certain irregularities with
respect to the issuance of stock options to the Company's named
executive officers, and demanding that the Board of Directors
investigate claims, initiate legal action and take necessary and
appropriate remedial measures.

"While the Company's management generally believes the allegations
in the Demand Letter are without merit, the Board of Directors has
formed a special committee to investigate the allegations and take
corrective action as necessary," the Company said in a Form 8-K
report filed with the U.S. Securities and Exchange Commission.
The Company is also making certain supplemental disclosure to its
shareholders in advance of its Annual Meeting of Shareholders to
ensure that shareholders have all information necessary for an
informed vote.

The Demand Letter alleges that the Compensation Committee of the
Board of Directors granted stock options in excess of the annual
limit imposed by the Company's shareholder-approved 2012 Long-Term
Incentive Plan to the Company's named executive officers.  The
Demand Letter further alleges that the Company's proxy statement
for the 2014 Annual Meeting of Shareholders scheduled to be held
on June 18, 2014, failed to disclose that the Company's executive
officers were granted awards in excess of the limit by the
Compensation Committee.

In connection with these allegations, the Letter demands that the
Company's Board of Directors:
    1. Rescind the excess stock options granted to the executive
       officers, and seek any further appropriate relief on behalf
       of the Company for damages sustained as a result of the
       misconduct from members of the Board, management, and any
       other person or entity (whether within or without the
       Company) responsible for the Plan violations described in
       the Demand Letter;
    2. Investigate whether there are additional violations of the
       Plan with respect to any other officers and directors
       and other years beyond what is described in the Demand
       Letter, and if so, take appropriate action;
    3. Issue curative disclosures prior to the Annual Meeting in a
       manner that corrects the alleged disclosure deficiencies
       described in the Demand Letter; and
    4. Adopt and implement adequate internal controls and systems
       at the Company designed to prohibit and prevent a
       recurrence of Plan violations including such as those
       described in the Demand Letter and ensure full compliance
       with NASDAQ rules and regulations and applicable law.

A full-text copy of the Form 8-K disclosure is available for free
at http://is.gd/pvwNCc

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A. has 28 full-
service banking offices along the interstate corridors of eastern
and middle Tennessee and northern Georgia.  In Dalton, Georgia,
FSGBank operates under the name of Dalton Whitfield Bank; along
the Interstate 40 corridor in Tennessee, FSGBank operates under
the name of Jackson Bank & Trust.  FSGBank provides retail and
commercial banking services, trust and investment management,
mortgage banking, financial planning, internet banking
http://www.FSGBank.com/

First Security incurred a net loss of $13.44 million in 2013, a
net loss of $37.57 million in 2012 and a net loss of $23.06
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $980.50 million in total assets, $895.85 million in total
liabiities and $84.65 million in total shareholders' equity.


FIRST STAR PROPERTIES: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: First Star Properties, LLC
        89 Broad St.
        Keyport, NJ 07735

Case No.: 14-21851

Chapter 11 Petition Date: June 9, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  Email: kwasnylaw@aol.com

Total Assets: $1.19 million

Total Liabilities: $1.09 million

The petition was signed by Nathaniel C Chadwick, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-21851.pdf


FORESIGHT ENERGY: Moody's Revises B2 Rating Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service revised the ratings outlook to positive
from stable and affirmed the existing ratings of Foresight Energy
LLC, including its Corporate Family Rating (CFR) of B2,
probability of default rating of B2-PD, senior unsecured ratings
of Caa1, and rating on the senior secured credit of Ba3. The
company's speculative grade liquidity (SGL) rating was also
affirmed at SGL-2.

Outlook Actions:

Issuer: Foresight Energy, LLC

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Foresight Energy, LLC

Corporate Family Rating, Affirmed B2

Senior Secured Bank Credit Facility, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Upgrades:

Issuer: Foresight Energy, LLC

  Senior Secured Bank Credit Facility, Upgraded to a range of
  LGD2, 27 % from a range of LGD3, 32 %

  Senior Unsecured Regular Bond/Debenture; Upgraded to a range of
  LGD5, 82 % from a range of LGD5, 85 %

Rating Rationale

The outlook change follows the completion of the company's capital
expansion, with the new longwall Viking mine coming online in May
2014, as well as approximately $200 million of debt repayment
expected from the company's formation and initial public offering
of a Master Limited Partnership (MLP) structure.

On June 9, 2014, Foresight Energy L.P., the new holding company of
Foresight, announced that it has commenced an initial public
offering of 17,500,000 common units representing limited partner
interests in Foresight Energy L.P. at a price per unit ranging
between $19.00 and $21.00, with up to 2,625,000 additional common
units to cover over-allotments, if any. The common units being
offered to the public represent a 13.5% to 15.5% limited partner
interest in Foresight Energy L.P. Moody's expect that the proceeds
from the offering will be used, in part, to repay approximately
$200 million of amounts outstanding under senior secured Term Loan
B due in 2020, which would bring pro-forma Debt/ EBITDA, as
adjusted by Moody's, from 5.0x to 4.4x as of March 31, 2014.

Following the transaction, Foresight Reserves L.P., the existing
parent company of Foresight, will own the controlling interest in
Foresight Energy L.P, the new holding company of Foresight.
Foresight Reserves invests in various coal-related assets and is
indirectly owned by the Cline Group.

In addition to anticipated deleveraging, the change in outlook
reflects the company's recent and expected continuing growth in
revenues and EBITDA. In 2013, the company sold 19 million tons of
coal from the company's four mining complexes, up from 14 million
in 2012. The company's revenues and EBITDA, as adjusted by
Moody's, grew to $957 and $382 million, respectively, in 2013, up
from $846 and $351 million, respectively, in 2012. Moody's expect
continued growth in 2014, with production in excess of 20 million
tons, over $1 billion in revenues, and EBITDA of roughly $400
million.

Beyond 2014, the company's average realizations could come under
pressure, to the extent that additional supplies coming online in
the Illinois Basin pressure domestic pricing, seaborne markets
remain weak, and the company's higher priced long-term contracts
continue to roll off. At the same time, Moody's expect costs per
ton to increase over the next two to three years. That said,
Moody's anticipate that Debt/ EBITDA, as adjusted, would be
maintained at around 4x or below over the rating horizon.

Moody's anticipates that the proposed MLP structure will direct
the company's future free cash flows predominantly towards
dividends to unit holders. With the recent addition of its Viking
mine, the company is now substantially complete with its
expansionary capital investments and going forward Moody's expect
maintenance capex requirements in the range of $75 - 85 million.
With cash flows from operations expected to exceed $200 million
per year, the company should have sufficient cash remaining to
meet its target payout to common unit holders without raising
additional debt. That said, MLP dividend targets will limit the
company's ability to pay down debt or to invest in further
development.

Moody's believe that over the long term, management may seek to
grow the company from the existing four longwalls to as many as
nine, with combined long-term potential productive capacity of up
to 67.2 million tons of coal per year. The company has an
agreement with Foresight Reserves, whereby Foresight Reserves has
an option to develop additional longwalls, and the company has an
option to purchase them at fair market value, once development is
complete. The B2 CFR reflects Moody's expectation that the company
will not make such longwall acquisitions in the next two to three
years, and future investments would be managed such that leverage
is maintained at around 4x on sustainable basis. The CFR also
reflects uncertainties as to future financial policies under the
MLP structure, as the company attempts to manage its future
investment needs, target dividend payouts and leverage ratios.

The CFR also reflects the company's position as one of the lowest
cost producers in the Illinois Basin, ample reserves, multiple
transportation options, and access to export markets. The rating
also captures the stable domestic customer base of large scrubbed
coal plants and attractive contracted position through the end of
2016. The ratings are further supported by Moody's view that
Illinois Basin remains the better positioned coal region in the
US, relatively insulated from the pressures facing domestic
thermal market as a whole. Moody's believe the basin is poised for
growth, as larger baseload coal plants will run at higher capacity
factors to make up for anticipated regulatory-driven retirements
of smaller plants. The ratings also reflect the company's
geographical and operational concentration as an Illinois Basin
producer with five underground mines.

The company's SGL-2 speculative grade liquidity rating reflects
Moody's expectation that the company will maintain good liquidity
over the next twelve months, even though the MLP dividend targets
will hamper the liquidity position going forward. As of March 31,
2014 the company's liquidity consisted of roughly $25 million in
cash and over $200 million available under the $500 million
secured revolver expiring in 2018. The company's nearest
significant maturity, after the revolver, is Term Loan B, with
outstanding balance, pro-forma for IPO proceeds repayment, of
roughly $230 million. Moody's expect the company to be in
compliance with the secured credit facility restrictive covenants
over the next twelve months.

Positive outlook reflects Moody's expectation of continued growth
in volumes and revenues offsetting potential margin pressures, and
stable or declining absolute levels of debt, with Debt/ EBITDA, as
adjusted, declining below 4x over the next twelve months.

The ratings could be upgraded if Debt/ EBITDA, as adjusted, were
expected to be sustained below 4x and EBIT/ Interest were to
approach 2x.

Ratings or outlook could be negatively affected if Debt/ EBITDA,
as adjusted, is sustained at 4.5x or above, liquidity
deteriorates, and/or company undertakes financially aggressive
policies.

The principal methodology used in these ratings was the Global
Mining Industry published in May 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.

Foresight Energy, LLC is a growing thermal coal producer operating
in the Illinois Basin. Currently, the company has four operating
mining complexes and over 3 billion tons of coal reserves. For the
twelve months ended March 31, 2014 the company generated $968
million in revenues.


FOUR OAKS: Amends 26.6MM Shares Rights Offering Prospectus
----------------------------------------------------------
Four Oaks Fincorp, Inc., filed with the U.S. Securities and
Exchange Commission a pre-effective amendment no.2 to its Form S-1
registration statement relating to the distribution, at no charge,
to holders of the Company's common stock, par value $1.00 per
share, of non-transferable subscription rights to purchase up to
an aggregate of 26,633,385 shares of the Company's common stock.
The Company amended the registration statement to delay its
effective date.

Holders will receive one subscription right for each share of
common stock they own as of 5:00 p.m., Eastern Time, on June 16 ,
2014.  Each subscription right will entitle holders of the
Company's common stock, to purchase three shares of common stock
at a subscription price of $1.00 per share.  As of the close of
business on June 9 , 2014, 8,877,795 shares of the Company's
common stock were issued and outstanding.

A full-text copy of the amended Form S-1 prospectus is available
for free at http://is.gd/IK5VTO

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks reported a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.
The Company's balance sheet at March 31, 2014, showed $816.22
million in total assets, $791.81 million in total liabilities and
a $24.40 million in total stockholders' equity.

                          Written Agreement

"In late May 2011, the Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond (the "FRB") and the North Carolina Office
of the Commissioner of Banks (the "NCCOB").  Under the terms of
the Written Agreement, the Bank developed and submitted for
approval, within the time periods specified, plans to:

   * revise lending and credit administration policies and
     procedures at the Bank and provide relevant training;
   * enhance the Bank's real estate appraisal policies and
     procedures;
   * enhance the Bank's loan grading and independent loan review
     programs;
   * improve the Bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the Bank's problem loan list, or adversely classified
     in any report of examination of the Bank; and
   * review and revise the Bank's policy regarding the Bank's
     allowance for loan and lease losses and maintain a program
     for the maintenance of an adequate allowance.

A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business. These regulatory
actions and resulting restrictions on the Company's business may
have a material adverse effect on its future results of operations
and financial condition.


GELTECH SOLUTIONS: Posts $1.63-Mil. Loss in Qtr. Ended March 31
---------------------------------------------------------------
GelTech Solutions, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1.63 million on $122,038 of sales for
the three months ended March 31, 2014, compared with a net loss of
$861,151 on $84,977 of sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.36
million in total assets, $3.05 million in total liabilities, and a
stockholders' deficit of $1.69 million.

As of March 31, 2014, the Company had a an accumulated deficit and
stockholders' deficit of $33.61 million and $1.69 million,
respectively, and incurred losses from operations of $5.59 million
for the nine months ended March 31, 2014 and used cash from
operations of $4.09 million during the nine months ended March 31,
2014.  In addition, the Company has not yet generated revenue
sufficient to support ongoing operations.  These factors raise
substantial doubt regarding the Company's ability to continue as a
going concern, according to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/ZkncDu

                          About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

GelTech reported a net loss of $5.22 million on $526,010 of sales
for the year ended June 30, 2013, as compared with a net loss of
$7.13 million on $419,577 of sales for the year ended June 30,
2012.

Salberg & Company, P.A., in Boca Raton, Florida, 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 a net loss and net cash used in operating
activities in 2013 of $5,221,747 and $4,195,655, respectively, and
has a working capital deficit, accumulated deficit and
stockholders' deficit of $556,140, $28,021,633 and $2,270,386,
respectively, at June 30, 2013.


GENERAL INVESTMENTS: Wins Dismissal of Chapter 11 Case
------------------------------------------------------
General Investments, Inc., leased land in Waikiki, Hawaii, and
subleased fractional interests in it to the owners of apartments
in the Waikiki Skyliner condominium project.  General Investments
filed this case because the fee simple owners of the land were
attempting to terminate General Investments' lease.

General Investments has settled its dispute with the fee owners by
surrendering its interest in the property to the fee owner,
subject to the apartment subleases, in exchange for certain
promised payments.  General Investments has also paid all timely
filed prepetition claims.  The only matters that remain to be
addressed are the turnover of certain funds claimed by General
Investments, the approval of professional fees, and dismissal of
the case.

General Investments filed a motion to dismiss this case and fee
applications for its counsel and its accountant.

Susan K. Weiss objected to the motion to dismiss.  No one else has
responded to the motion or applications.

Ms. Weiss makes a number of allegations and complaints about her
condominium association, the Association of Apartment Owners of
the Waikiki Skyliner (AOAO).  She takes issue with the fact that
the AOAO has raised her assessments, which has had an adverse
impact on her and other seniors living on fixed incomes. In
addition, she complains about her cable television service, the
condition of the property, and excessive legal fees the AOAO has
incurred.

Bankruptcy Judge Robert J. Faris, however, held that the
bankruptcy court does not have jurisdiction to decide Ms. Weiss'
complaints.  All of her complaints concern the AOAO and its
management decisions.  None of them states a claim for relief
against General Investments.  None of her contentions has anything
to do with this bankruptcy case.  If her contentions have merit,
she must assert them in another forum.

Accordingly, Judge Faris grants the Debtor's motion to dismiss and
approves and allows the fee applications as filed.

A copy of the Court's June 9, 2014 Memorandum of Decision is
available at http://is.gd/LgqLBufrom Leagle.com.

General Investments, Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Hawaii Case No. 12-00745) on April 4, 2012, listing under
$1 million in both assets and liabilities.  A copy of the petition
is available at http://bankrupt.com/misc/hib12-00745.pdf The Law
Office of Harrison P. Chung serves as the Debtor's counsel.


GLEN AMERICAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Glen American Company LLC
        3761 Beverly Ridge Drive
        Sherman Oaks, CA 91423

Case No.: 14-12907

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 10, 2014

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

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Simon Aron, Esq.
                  WOLF, RIFKIN, SHAPIRO & SCHULMAN & RABKIN, LLP
                  11400 W Olympic Blvd 9th Fl
                  Los Angeles, CA 90064-1565
                  Tel: 310-478-4100
                  Fax: 310-479-1422
                  Email: saron@wrslawyers.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ebrahim Shadsirat, manager.

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


GRIGGS OFFICE: Bellingham, WA Retailer Begins Liquidation
---------------------------------------------------------
The Bellingham Herald reports that Griggs Office Supply at
Bellingham, Washington, will begin a liquidation sale on June 2,
with the final day of business scheduled June 25.

According to the Bellingham Herald, the business has had quite a
run keeping up with all the technological changes in the workplace
over the decades.  Griggs is very much old-school as a retail
store, harkening back to a time before big-box and online
retailers by focusing on customer service and providing a wide
range of hard-to-find supplies.

But for third-generation owner Donel Griggs, it's time to retire
and do some traveling and spend time with grandchildren.  Her son,
Steven, has decided to try something different after working at
the store much of his adult life, the report relates.

With a few weeks until the store closes, the employees said they
hope to see customers a few more times, noting that the news has
been a little tough for some of them.


HD SUPPLY: Incurs $12 Million Net Loss in First Quarter
-------------------------------------------------------
HD Supply Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report disclosing a net loss of
$12 million on $2.16 billion of net sales for the three months
ended May 4, 2014, as compared with a net loss of $131 million on
$2.04 billion of net sales for the three months ended May 5, 2013.

The Company's balance sheet at May 4, 2014, showed $6.55 billion
in total assets, $7.30 billion in total liabilities and a $750
million total stockholders' deficit.

"I am pleased with our solid performance this quarter, despite the
adverse impact of the severe weather we experienced throughout
February and March.  We remain cautiously optimistic that our end
markets will continue to build on the emerging strength that we
are seeing in select geographies," stated Joe DeAngelo, CEO of HD
Supply.  "We remain focused on controllable execution to deliver
profitable growth in excess of our market."

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

                         http://is.gd/FkvoBL

                           About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

HD Supply reported a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal
year ended Feb. 3, 2013, and a net loss of $543 million for the
year ended Jan. 29, 2012.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HORIZON LINES: Stockholders Elected Two Directors
-------------------------------------------------
Horizon Lines, Inc., held its annual meeting of shareholders on
June 5, 2014, at which the shareholders:

   (1) elected each of James LaChance and Steven L. Rubin to serve
       as directors to serve a three-year term on the Company's
       Board;

   (2) approved the adoption of a Section 382 rights plan which
       was adopted by the Board in August 2012 to preserve the
       Company's substantial amount of net operating loss carry
       forwards and other tax benefits;

   (3) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       fiscal 2014; and

   (4) approved, on an advisory basis, the Company's executive
       compensation program for its named executive officers.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million for the
year ended Dec. 23, 2012.  As of March 23, 2014, the Company had
$632.12 million in total assets, $701.39 million in total
liabilities and a $69.26 million total stockholders' deficiency.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOTEL OUTSOURCE: Reports $385-K Net Loss in First Quarter
---------------------------------------------------------
Hotel Outsource Management International, Inc., filed its
quarterly report on Form 10-Q, disclosing a net loss of $385,000
on $642,000 of revenues for the three months ended March 31, 2014,
compared with a net loss of $412,000 on $982,000 of revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed
$4.67 million in total assets, $4.48 million in total liabilities,
and stockholders' equity of $194,000.

The Company has suffered recurring losses from operations and has
a net working capital deficiency that raises substantial doubt
about its ability to continue as going concern, according to the
regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/GVIBwD

New York-based Hotel Outsource Management International, Inc., is
a multi-national service provider in the hospitality industry,
supplying a range of services in relation to computerized minibars
that are primarily intended for in-room refreshments.


IMMEDIATEK INC: Incurs $298K Net Loss in Qtr. Ended March 31
------------------------------------------------------------
Immediatek, Inc., filed a Form 10-Q, disclosing a net loss of
$298,264 on $747,877 of revenues for the three months ended March
31, 2014, compared to a net loss of $303,906 on $816,962 of
revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $2.68
million in total assets, $1.19 million in total liabilities, total
convertible preferred stock of $3.5 million, and a stockholders'
deficit of $2 million.

A copy of the Form 10-Q is available:

                       http://is.gd/MJDh3z

Irving, Tex.-based Immediatek, Inc., provides online back-up, file
storage and other web-based services for individuals, businesses
and governmental organizations.


INTEGRATED ENVIRONMENTAL: Posts $517K Net Loss in First Quarter
---------------------------------------------------------------
Integrated Environmental Technologies, Ltd., reported a net loss
of $517,199 on $18,061 of revenues for the three months ended
March 31, 2014, compared with a net loss of $408,613 on $38,830 of
revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed
$1.16 million in total assets, $776,096 in total liabilities, and
stockholders' equity of $380,022.

The Company has incurred significant recurring operating losses
and negative cash flows from operations.  The Company had working
capital of $559,446 and an accumulated deficit of $19.99 million
as of March 31, 2014.  The Company also has no lending
relationships with commercial banks and is dependent on the
completion of financings involving the private placement of its
securities in order to continue operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern, according to the Company's regulatory filing.

A copy of the Form 10-Q filed with the Securities and Exchange
Commission is available at http://is.gd/WuV72K

                  About Integrated Environmental

Little River, S.C.-based Integrated Environmental Technologies,
Ltd., operates through its wholly-owned subsidiary, I.E.T., Inc.,
a Nevada corporation incorporated on Jan. 11, 2002.

IET produces and sells hypochlorous acid ("Anolyte") as well as an
anti-oxidizing, mildly alkaline solution ("Catholyte" and,
together with Anolyte, the "Solutions"), that provide an
environmentally friendly alternative for cleaning, sanitizing and
disinfecting as compared to the hazardous chemicals traditionally
prevalent in commercial use.  The Company manufactures proprietary
EcaFlo(R) equipment that is used to produce the Solutions for
distribution by the Company and, under certain circumstances, such
equipment is leased by the Company to customers for use at a
customer's facility.


INT'L STEM CELL: Incurs $1.43-Mil. Net Loss in March 31 Quarter
---------------------------------------------------------------
International Stem Cell Corporation reported a net loss of $1.43
million on $1.65 million of total revenue for the three months
ended March 31, 2014, compared with a net loss of $1.71 million on
$1.28 million of total revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $6.65
million in total assets, $6.05 million in total current
liabilities, convertible redeemable preferred stock of $4.94
million and a stockholders' deficit of $4.34 million.

The Company needs to raise additional working capital.  The timing
and degree of any future capital requirements will depend on many
factors.  Currently, the Company's burn rate is approximately
$677,000 per month, excluding capital expenditures and patent
costs averaging $52,000 per month.  There can be no assurance that
the Company will be successful in maintaining its normal operating
cash flow, and that such cash flows will be sufficient to sustain
the Company's operations through 2014.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern, according to the regulatory filing.

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                       http://is.gd/sAxDHB

International Stem Cell Corp. operates as a biotechnology company,
which develops a new stem cell technology called parthenogenesis
that addresses the problem of immune-rejection. The company
operates through two business subsidiaries: Lifeline Skin Care and
Lifeline Cell Technology. Stem Cell was founded by William B.
Adams, Kenneth C. Aldrich and Gregory S. Keller on August 17, 2001
and is headquartered in Carlsbad, CA.


ISHARES CORE: S&P Assigns 'BB+f' Rating on Total USD Bond Market
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+f'
fund credit quality and 'S3' volatility ratings on the iShares
Core Total USD Bond Market ETF.

The fund is among more than 220 investment portfolios of the
iShares Trust.  The trust was organized as a Delaware statutory
trust on Dec. 16, 1999, and is authorized to have multiple series
or portfolios.  The trust is an open-end management investment
company registered under the Investment Company Act of 1940 as
amended.  The offering of the trust's shares is registered under
the Securities Act of 1933 as amended.  The shares of the trust
are listed and traded at market prices on national securities
exchanges.

BlackRock Fund Advisors (BFA), the fund's investment adviser, is a
subsidiary of BlackRock Inc.  As of March 31, 2014, BlackRock's
assets under management totaled US$4.401 trillion across equity,
fixed-income, cash management, alternative investment, real
estate, and advisory strategies.  State Street Bank & Trust Co. is
the administrator, custodian, and transfer agent for the fund.
BlackRock Investments LLC, a subsidiary of BlackRock Inc., is the
fund's distributor.

BFA uses a passive or indexing approach to achieve the fund's
investment objectives. iShares Core Total USD Bond Market ETF is
expected to launch on June 12, 2014.  The exchange-traded fund
(ETF) seeks to track the performance, before fees and expenses, of
its respective index: Barclays US Universal Index.  The US
Universal Index represents the union of the U.S. Aggregate Index,
U.S. Corporate High Yield Index, Investment Grade 144A Index,
Eurodollar Index, U.S. Emerging Markets Index, and the non-ERISA
eligible portion of the CMBS Index.  The index covers U.S. dollar-
denominated taxable bonds that are rated either investment grade
or high yield.

S&P's fund credit quality ratings, identified by the 'f'
subscript, reflect the level of protection the fund provides
against losses from credit defaults.  The credit quality ratings
scale ranges from 'AAAf' (extremely strong protection against
losses from credit defaults) to 'CCCf' (extremely vulnerable to
losses from credit defaults).  The ratings from 'AAf' to 'CCCf'
may be modified by the addition of a plus (+) or minus (-) sign to
show relative standing within the major rating categories.

S&P's fund volatility ratings, identified by the 'S' scale, are
based on its current opinion of a fixed-income fund's sensitivity
to changing market conditions, relative to a portfolio made up of
government securities and denominated in the base currency of the
fund.  The volatility ratings are based on a scale from 'S1'
(lowest sensitivity) to 'S6' (highest sensitivity).  Volatility
ratings evaluate sensitivity to factors such as interest rate
movements, credit risk, and liquidity.

S&P will monitor the fund monthly to ensure the consistency of the
credit and volatility profiles with the assigned ratings.


IVANHOE ENERGY: Reports $7.88-Mil. Net Loss for March 31 Quarter
----------------------------------------------------------------
Ivanhoe Energy Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of US$7.88 million on US$31,000 of interest
income for the three months ended March 31, 2014, compared with a
net loss of US$14.05 million on US$17,000 of interest income for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed US$222.94
million in total assets, US$69.96 million in total liabilities,
and stockholders' equity of US$152.99 million.

At March 31, 2014, Ivanhoe had an accumulated deficit of US$466.6
million and a working capital surplus of US$8.8 million, excluding
assets held for sale.  For the three months ended March 31, 2014,
cash used in operating activities was US$8.7 million and the
Company expects to incur further losses in the development of its
business.  Continuing as a going concern is dependent upon
attaining future profitable operations to repay liabilities
arising in the normal course of operations and accessing
additional capital to develop the Company's properties.

Ivanhoe intends to finance its future funding requirements through
a combination of partnering with strategic investors and/or public
and private debt and equity markets, either at the parent company
level or at the project level, and through the sale of interests
in existing oil properties.  There is no assurance that the
Company will be able to obtain such financing, or obtain it on
favorable terms.  Without access to additional financing or other
cash generating activities in 2014, there is material uncertainty
that casts substantial doubt upon the Company's ability to
continue as a going concern, according to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/zVeVcT

Vancouver, Canada-based Ivanhoe Energy Inc. is an independent
international heavy oil development and production company focused
on pursuing long term growth in its reserves and production.
Ivanhoe plans to utilize advanced technologies, such as its
HTL(TM) technology, that are designed to improve recovery of heavy
oil resources.  In addition, the Company seeks to expand its
reserve base and production through conventional exploration and
production of oil and gas.


J2 GLOBAL: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has affirmed j2 Global, Inc.'s B1
Corporate Family Rating (CFR), B1-PD Probability of Default Rating
and SGL-1 Speculative Grade Liquidity (SGL) rating following the
company's announcement that it will reorganize its corporate
structure and raise $300 million of new convertible notes due 2029
at the newly formed holding company, j2 Global Holdings, Inc.
("Holdco"). Following the corporate restructuring, the existing
issuer will become a wholly owned subsidiary of Holdco and change
its name to j2 Cloud Services, Inc. As part of the rating action,
Moody's has also upgraded the instrument ratings on the existing
$250 million senior unsecured notes to Ba3 (LGD3-33%) from B1
(LGD4-56%) given the support from the new unrated convertible
notes. The proceeds from the new convertible note offering will be
used for general corporate purposes. The outlook remains stable.

Upgrades:

Issuer: J2 Global, Inc.

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3, 33-LGD3
from B1, 56-LGD4

Affirmations:

Issuer: J2 Global, Inc.

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

Corporate Family Rating, Affirmed B1

Outlook Actions:

Issuer: J2 Global, Inc.

Outlook, Remains Stable

Ratings Rationale

j2's B1 corporate family rating reflects its strong financial
metrics, market position and improved scale. The ratings are also
supported by j2's very good liquidity as demonstrated by its large
cash holdings and free cash flows. j2's revenues are stable and
predictable, with 60% of total sales from subscriptions. The
company has very low capital intensity, with capital expenditures
at approximately 3.5% of revenues. These strengths are offset by
execution risks related to the company's expansion into new
business segments and Moody's doubts about the long-term
sustainability of internet fax, which still accounts for a large
percentage of the company's total revenues. The business has
"long-tail" characteristics that are likely to sustain positive
cash flows as the core internet-fax business gradually erodes. The
company has actively been trying to diversify its business through
acquisitions into cloud offerings and digital media and is very
acquisitive, resulting in high execution and financing risk.

Proforma for the new note offering, j2's leverage will increase to
approximately 2.8x (Moody's adjusted) at year end 2014 from 1.3x
(Moody's adjusted) at year end 2013. Moody's expects the company
to continue to grow EBITDA through acquisitions such that leverage
will trend towards 2x (Moody's adjusted) by year end 2016.

Moody's expects j2 to have very good liquidity over the next
twelve months supported by approximately $570 million in cash or
equivalents and unrestricted short term investments along with an
undrawn $40 million revolving credit facility pro-forma for the
new note offering. Moody's projects that j2's cash from operations
should be more than sufficient to meet its modest capex
obligations, and fund its dividend program.

The ratings for the debt instruments reflect both the overall
probability of default of j2, to which Moody's has assigned a
probability of default rating (PDR) of B1-PD, and individual loss
given default assessments. The $250 million senior unsecured notes
are rated Ba3 (LGD3 - 33%), one notch higher than the CFR given
the support from the proposed unrated $300 million convertible
notes due 2029. The company also has a $40 million senior secured
revolver which ranks above the unsecured notes, also not rated by
Moody's. The terms governing the unsecured notes allow for the
incurrence of secured debt up to a secured leverage ratio of 2:1.
The incurrence of a significant amount of secured debt would
subordinate the unsecured notes and (assuming no change to j2's
family rating) and could result in multi-notch downgrade of the
senior unsecured notes.

The stable outlook is based on Moody's view that the company will
maintain revenue growth through acquisitions and continue to
produce strong free cash flow.

Moody's could consider a ratings upgrade if leverage (Moody's
adjusted) were to trend towards 1.0x on a sustainable basis, while
free-cash-flow to debt remained above 20%. Additionally, an
upgrade would be contingent upon management's commitment to a
conservative financial policy.

Downward rating pressure could develop if adjusted leverage
increases towards 3.0x or if FCF/Debt falls below 10% on a
sustainable basis, which may result from future debt-funded
acquisitions, or share buyback and dividend programs.

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

Based in Los Angeles, CA, j2 Global, Inc ("j2" or "the company")
is a provider of business cloud services and digital media. For
last twelve month ending March 31, 2014, j2 generated
approximately $541 million in revenue.


JBS USA: Moody's Assigns Ba3 Rating on $750MM Sr. Unsecured Notes
-----------------------------------------------------------------
Moody's Investor's Service has assigned a Ba3 senior unsecured
debt rating to proposed $750 million senior unsecured notes to be
issued jointly by JBS USA, LLC and JBS USA Finance, Inc. The
rating outlook is negative.

Proceeds from the notes offering will be used to make an
intercompany loan to JBS USA Holdings, Inc., an intermediate
holding company, for further transfer to JBS S.A. the ultimate
parent holding company. JBS S.A. intends to use the loan proceeds
to fund a tender offer launched today for any and all of the JBS
S.A. $300 million 10.500% notes due 2016 and the $350 million
10.250% notes issued by wholly-owned Bertin S.A. Any remaining net
proceeds from the offering will be used by JBS USA LLC for general
corporate purposes. The tender offer announced today by JBS S.A.
is scheduled to expire on July 9, 2014.

Ratings Rationale

JBS USA's ratings are driven primarily by the Corporate Family
Rating of JBS S.A. (Ba3 negative), which controls JBS USA Holdings
and its wholly-owned subsidiary JBS USA LLC in all material
aspects. Thus, we expect any future changes to JBS USA's ratings
to mirror changes to JBS S.A.'s Corporate Family Rating. Refer to
JBS S.A.'s credit opinion on moodys.com for factors that could
cause the rating to change.

Rating assigned:

JBS USA, LLC and JBS USA Finance, Inc.:

  $750 million proposed senior unsecured notes due 2024 at Ba3.

The outlook is negative.

The proposed notes will be guaranteed by JBS S.A. and two
intermediate holding companies: JBS Hungary Holdings Kft., and JBS
USA Holdings. The notes will also be guaranteed on a senior
unsecured basis by wholly-owned US restricted subsidiaries,
excluding JBS Five Rivers, JBS US Holdings LLC and JBS USA
Finance, Inc. The non-guarantor subsidiaries represent
approximately 63% of consolidated gross profit of JBS USA. The
notes will rank equally to the existing senior unsecured debt at
JBS USA, LLC including $700 million notes due February 2020,
$1,150 million 7.250% notes due June 2021. The notes will be
effectively subordinated to the existing senior secured debt at
JBS USA, LLC including the $500 million senior secured term loan
due 2020, the $475 million senior secured term loan B due May
2018, and the $850 million asset-backed revolving credit facility
($188 million outstanding as of March 30, 2014) expiring June
2016.

JBS USA, LLC operates the U.S. beef and pork segments and the
Australian beef and lamb operations of JBS S.A., one of the
largest protein operators in the world. JBS USA is owned by an
intermediate holding company, JBS USA Holdings, which also owns a
controlling 76% equity interest in Pilgrim's Pride Corporation,
one of the leading poultry producers in the United States.
Reported sales for JBS S.A. and JBS USA for the twelve months
ended March 30, 2014 were approximately BRL 99.8 billion (USD 44.5
billion) and $20.4 billion, respectively.

JBS USA Finance, Inc., the co-issuer of the notes, is a special
purpose entity wholly-owned by JBS USA LLC. It has no subsidiaries
and no operations or assets other than those incidental to
maintaining its corporate existence.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry Methodology 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.


KCG HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a positive outlook and affirmed
the B1 Corporate Family Rating (CFR) of KCG Holdings, Inc.  KCG's
Secured Notes were upgraded to B1 from B2 and were also assigned a
positive outlook.

Ratings Rationale

The positive outlook on the B1 CFR reflects the progress KCG has
made to date following its merger with Getco Holdings LLC, nearly
one year ago. The merger brought together two leading firms
deploying advanced technology and high-frequency trading methods
to make markets and provide liquidity to retail brokerages,
exchanges and other execution venues for equity securities. KCG
also deploys this expertise to run order books in other asset
classes and offer additional execution services. In the long run,
a successful merger execution should result in a more diversified
firm with greater scale economies. Since the merger closing, KCG's
new leadership team repaid debt, seized cost synergies and
expanded controls throughout the operating platform. This has
improved debt metrics and enhanced the competitive position of the
firm.

An upgrade to the CFR will depend on KCG's ability to continue to
adapt its business model to periods of tepid trading volumes and
volatility, continuing technological spending demands and possible
regulatory headwinds. A pending review of equity market-structure
and high-frequency trading and market-making in the United States
could have business model implications for KCG.

The upgrade to B1 from B2 for the Secured Notes reflects the full
repayment of KCG's first lien credit facility. The repayment has
eliminated the structural subordination of the Secured Notes,
thereby reducing their severity of loss if a default were to
occur.

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


LANDMARK ACADEMY: S&P Lowers Rating on 2010 Refunding Bonds to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered to 'BB+' from
'BBB-' its long-term rating on the Michigan Public Educational
Facilities Authority's series 2010 limited obligation revenue and
refunding bonds issued for Landmark Academy.  The outlook is
stable.

"The downgrade reflects our view of the school's weak enrollment
profile, specifically the continued enrollment decline, weak
retention rate, slim wait list, and increased competition in the
area," said Standard & Poor's credit analyst Carolyn McLean.
"Though management has cited increased marketing efforts and
strategies to boost enrollment, we believe those efforts will not
be immediate and may take a few years to realize."

Although operations have not been significantly affected in fiscal
2013, S&P anticipates that the declines in enrollment for fall
2013 will pressure finances in fiscal 2014, with an anticipated
draw on the school's unreserved general fund balance of about
$350,000 to $400,000.  S&P believes that the transient nature of
the school's demographic base -- due to the weak local economy --
also affects enrollment, resulting in budgetary pressure and
unexpected revenue volatility.


LOOP 76: 9th Cir. Affirms Plan Confirmation
-------------------------------------------
The United States Court of Appeals for the Ninth Circuit, in San
Francisco, Calif., affirmed the order confirming the plan of
reorganization of debtor Loop 76, LLC.

The Ninth Circuit rejected the Debtor's motion to dismiss Wells
Fargo's appeal to the Plan confirmation order, saying th appeal is
not equitably moot.  However, the Ninth Circuit said the
bankruptcy court did not clearly err in finding that Genesee
Funding held a secured claim and voted in good faith to accept the
plan.

Wells Fargo challenges the bankruptcy court's findings that
Genesee Funding held a secured claim.  Wells Fargo also faults the
bankruptcy court for failing to make an explicit finding as to
whether Genesee's vote should have been designated under 11 U.S.C.
Sec. 1126(e).  It also challenges the separate classification of
its unsecured claim from the class of general unsecured creditors,
which Wells Fargo argues is impermissible gerrymandering.

A copy of the Court's June 10, 2014 Memorandum is available at
http://is.gd/c2vSxZfrom Leagle.com.

Scottsdale, Arizona-based Loop 76, LLC filed for Chapter 11 on
July 20, 2009 (Bankr. D. Ariz. Case No. 09-16799).  In its
petition, the Debtor estimated assets and debts both ranging from
$10 million to $50 million.


MERGERMARKET GROUP: S&P Affirms 'B' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on global financial information services
provider MergerMarket USA, Inc.  The outlook is stable.

At the same time, S&P assigned its issue rating of 'B' to the
proposed U.S. dollar-equivalent GBP25 million incremental first-
lien term loan to be raised by MergerMarket Group.  The recovery
rating on this loan is '3', reflecting S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.

In addition, S&P affirmed its existing issue rating of 'B' on the
U.S. dollar-equivalent GBP164.9 million first-lien term loan and
$40 million-equivalent, multiple currency, five-year revolving
credit facility (RCF).  The recovery rating is '3', reflecting
S&P's expectation of meaningful (50%-70%) recovery in the event of
a payment default.

Finally, S&P affirmed its issue rating of 'CCC+' on the existing
GBP64 million second-lien term loan.  The recovery rating on this
loan is '6', reflecting S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

The affirmation follows MergerMarket Group's definitive agreement
to acquire Perfection Information Ltd. (PI) from Centaur Media PLC
(Centaur).  The acquisition will expand MergerMarket Group's
subscription-based financial information portfolio.  Although S&P
do not believe the acquisition adds sufficient product diversity
for S&P to revise the group's business risk profile upward to
"fair" from "weak," the acquisition will add another recurring
revenue stream in a niche market segment, with a possibility of
cross-selling PI products to MergerMarket Group's existing
customer base.

PI is a leading provider of corporate finance and capital markets
documents to a subscriber base including global investment banks,
corporate law firms, financial services consultancies, and
accountancy firms.  MergerMarket Group intends to acquire PI for
GBP26 million, which equates to more than 8x its EBITDA of GBP3
million.  MergerMarket Group is seeking to raise a U.S. dollar-
equivalent GBP25 million incremental first-lien term loan to
finance the acquisition of PI.

S&P believes that the acquisition will not have a significant
impact on MergerMarket Group's credit metrics -- S&P sees it as
neutral to modestly positive for leverage under some scenarios.
S&P bases its view on the size and profitability of PI, the fairly
predictable subscription-based nature of both PI's and
MergerMarket Group's businesses, and the continued robust
performance of MergerMarket Group's existing business.

S&P anticipates that despite the increase in debt to finance this
acquisition, positive free operating cash flow and incremental
EBITDA growth will lead to stable to slightly improved credit
metrics.  That said, S&P forecasts that Standard & Poor's-adjusted
leverage will remain above 12x on a pro forma basis.

"Our 'B' rating on MergerMarket Group derives from our anchor of
'b', which in turn is based on our "weak" business risk and
"highly leveraged" financial risk profile assessments for the
group.  The combination of these assessments leads to an anchor of
'b' or 'b-' under our criteria.  We choose the higher of the two
anchor options because of the comparative strength of MergerMarket
Group's financial risk profile, underpinned by strong free
operating cash flow generation," S&P said.

S&P's assessment of MergerMarket Group's business risk profile as
"weak" reflects its small scale, which leaves it vulnerable to
changes in the competitive landscape.  S&P's assessment is also
based on the group's reliance on two key products, MergerMarket
and Debtwire, which account for approximately two-thirds of
invoiced sales.

"On the positive side, we also incorporate MergerMarket Group's
market leadership in the niche markets of merger and acquisition
news, credit news, and intelligence services.  The group's niche
focus means that it has limited direct competition globally.
MergerMarket Group also benefits from a loyal customer base
operating in different segments of the financial services
industry, with renewal rates of over 95%.  We anticipate that
MergerMarket Group should continue to post moderate revenue and
EBITDA growth over the next few years, based on the increase in
its global subscriber base.  We also consider that the specialized
nature of MergerMarket Group's offerings will somewhat guard it
from direct competition from larger players in the global
financial data, information, and analytics market," S&P added.

MergerMarket Group's "highly leveraged" financial risk profile
reflects S&P's view of its leveraged capital structure and
ownership by the private equity firm BC Partners.  Following the
acquisition of MergerMarket Group by BC Partners from Pearson PLC
for GBP382 million, the group's adjusted debt includes GBP229
million of term loans and over GBP162 million of payment-in-kind
(PIK) shareholder loans and preference shares.

Mitigating MergerMarket Group's highly leveraged capital structure
is S&P's assessment of its liquidity as "adequate."  This
assessment is supported by MergerMarket Group's lack of material
debt amortization requirements, limited capital expenditure
(capex), and limited working capital needs.  S&P believes that
positive free operating cash flows will enable the group to
gradually reduce the incremental debt through ongoing cash sweeps.
That said, this is unlikely to meaningfully reduce the group's
total adjusted leverage because of the PIK nature of the
shareholder loans.  Although these shareholder loans are
outside the banking group, S&Ps treat them as debt in its adjusted
credit metrics.

S&P's base-case operating scenario for MergerMarket Group after
the PI acquisition assumes:

   -- Mid-to-high single-digit top-line growth, based on a growing
      subscriber base and some cross selling;

   -- EBITDA growth, fueled by operating efficiencies and top-line
      growth, which, combined with moderate capex, will result in
      continued positive free operating cash flow; and

   -- Excess cash of around GBP10 million-GBP12 million, which the
      group will use to pay down the first-lien term loan.

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

   -- Adjusted debt to EBITDA of above 12x following the
      acquisition.  On a fully adjusted basis, S&P do not see
      leverage decreasing meaningfully due to the PIK nature of
      the shareholder loans.

   -- Excluding the shareholder loan, MergerMarket Group's
      adjusted leverage ratio would be about 7x, according to
      S&P's projections.  Based on S&P's forecasts, this could
      decrease to about 6x over the next two years, through cash
      sweeps from excess cash and a prudent financial policy.

   -- EBITDA cash interest coverage of around 2.5x (1x adjusted
      EBITDA interest coverage) on an ongoing basis.

The stable outlook mainly reflects S&P's view that MergerMarket
Group should continue to post moderate revenue and EBITDA growth
over the next few years, based on its business model's favorable
dynamics.  S&P assumes that the competitive landscape will not
change materially and that the group will maintain "adequate"
liquidity.  S&P believes that positive free operating cash flows
will enable the group to gradually reduce its debt through ongoing
cash sweeps.  That said, this is unlikely to meaningfully reduce
total adjusted leverage due to the PIK nature of the shareholder
loans.

Downside scenario

S&P could lower the ratings if MergerMarket Group does not grow
its revenue and EBITDA, or if it increases its spending, leading
to negative free cash flow or weakened liquidity.  Specifically,
S&P could lower the ratings if EBITDA cash interest coverage drops
to less than 1.5x. More direct and persistent competition from
larger players in the global financial data, information, and
analytics market could also cause S&P to lower its assessment of
the group's business risk profile, potentially leading to a
downgrade.

Although S&P do not anticipate any further acquisitions in the
near term, material debt-funded acquisitions that increase
leverage could cause downward rating pressure.

Upside scenario

Currently, S&P sees the likelihood of an upgrade as limited
because of Mergermarket Group's highly leveraged capital structure
and S&P's expectation that adjusted total leverage (including
shareholder loans) will remain high.  Notwithstanding the positive
free operating cash flows and a certain amount of revenue growth
built into S&P's base-case scenario for the group, any meaningful
debt deleveraging will be unlikely in the near term, due to the
PIK nature of the shareholder loans.


MGM RESORTS: Stockholders OK Amendment to 2005 Incentive Plan
-------------------------------------------------------------
MGM Resorts International held its annual meeting of stockholders
on June 5, 2014, at which the Company's stockholders approved
amendments to the Company's Amended and Restated 2005 Omnibus
Incentive Plan, which had previously been approved by the
Company's Board of Directors.

The Plan was amended and restated to:

   * extend the term of the Plan to April 22, 2024;

   * increase the number of shares of the Company's common stock
     available for grant under the Plan by 10 million shares (to a
     total authorization of 45 million shares);

   * establish an annual limit of $600,000 on nonemployee director
     awards; and

   * make other administrative changes.

A full-text copy of the Amended and Restated 2005 Omnibus
Incentive Plan is available for free at http://is.gd/ILTOqi

                          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+'.


MINT LEASING: Amends 70 Million Shares Prospectus with SEC
-----------------------------------------------------------
The Mint Leasing, Inc., filed with the U.S. Securities and
Exchange Commission an amended Form S-1 registration statement
relating the offering of 70,000,000 shares of common stock.  The
public offering price will be $_____ per share.  If fully
subscribed the Company anticipates receiving $______ in total
proceeds from this offering prior to deducting expenses associated
with the offering, which the Company anticipates totaling
approximately $90,000.

The Company's common stock is currently listed on the OTCQB market
maintained by OTC Markets Group Inc. under the symbol "MLES."   On
June 10, 2014, the last reported sale price of the Company's
common stock as reported on the OTCQB was $0.10 per share.

There is no minimum number of shares that must be sold by the
Company for the offering to proceed, and the Company will retain
the proceeds from the sale of any of the offered shares.

Any funds that the Company raises from its offering of 70,000,000
shares of common stock will be immediately available for the
Company's use and will not be returned to investors.  The Company
does not have any arrangements to place the funds received from
the Company's offering of 70,000,000 shares of common stock in an
escrow, trust or similar account.

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

                        http://is.gd/kPPzcf

                        About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.

Mint Leasing reported net income of $3.22 million on $6.45 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $238,969 on $9.97 million of total revenues in
2012.  The Company's balance sheet at March 31, 2014, showed
$18.72 million in total assets, $14.78 million in total
liabilities and $3.94 million in total stockholders' equity.

                         Bankruptcy Warning

"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders.  We can provide no assurance that
additional financing will be available on favorable terms, if at
all.  If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants.  If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless.  Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern.  If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the 2013 Annual
Report.


MONTREAL MAINE: Court Approves 3rd Amendment to Purchase Deal
-------------------------------------------------------------
The Bankruptcy Court approved a third amendment to the asset
purchase agreement between Robert J. Keach, as Chapter 11
trustee for Montreal Maine & Atlantic Railway, Ltd., Montreal
Maine & Atlantic Canada Co., and Railroad Acquisition Holdings
LLC.

As previously reported in the TCR, the Debtors won authorization
on Jan. 23, 2014, to sell substantially all of their assets to
Railroad Acquisition Holdings LLC, an affiliate of New York-based
Fortress Investment Group, for $15.7 million.  The Bankruptcy
Courts in the U.S. and Canada approved the sale.  The Fortress
unit is represented by Terence M. Hynes, Esq., and Jeffrey C.
Steen, Esq., at Sidley Austin LLP.

Since the entry of the sale order, the sellers and the purchaser
continued to work towards a consummation of the sale.  The sellers
and the purchaser had reached an agreement that resolves certain
critical issues.  The terms of the agreement are contained in the
Third Amendment to the APA.

Wheeling and Lake Erie Railway Company objected to the Chapter 11
trustee's motion to amend the APA, stating that the trustee has
proposed two amendments to the purchase and sale agreement that
materially affect Wheeling's interests.  These are (1) the
addition of proposed Section 2.8 to the APA which grants the right
to MMA Canada to sell to the purchaser certain so-called Specified
MMA Canada Receivables; and (2) an amendment to change the
allocation of the purchase price for the assets to be sold
pursuant to the APA.

Wheeling is represented by:

         George J. Marcus, Esq.
         David C. Johnson, Esq.
         Andrew C. Helman, Esq.
         MARCUS, CLEGG & MISTRETTA, P.A.
         One Canal Plaza, Suite 600
         Portland, ME 04101
         Tel: (207) 828-8000

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


MONTREAL MAINE: Trustee Wants Red Shield to Pay for Rail Services
-----------------------------------------------------------------
Robert J. Keach, Chapter 11 trustee for Montreal, Maine & Atlantic
Railway, Ltd., filed a complaint against Red Shield Acquisition,
LLC doing business as Old Town Fuel & Fiber.  According to the
trustee, in or about May 2009, MMA and the defendant entered in a
credit terms agreement, whereby the Debtor agreed to provide the
defendant with certain rail services.  The defendant is obligated
to pay MMA for the rail services.

The Chapter 11 trustee noted that the defendant has been unjustly
enriched by having accepted and retained the benefits without
paying the $41,845 in value due to MMA.  The defendant is indebted
to MMA in the sum of $41,845, plus interest, no part of which has
been paid although duly demanded.

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


MONTREAL MAINE: Wheeling Wants Settlement Payment Escrowed
----------------------------------------------------------
Wheeling and Lake Erie Railway Company requested that the
Bankruptcy Court enforce an order approving a compromise and
settlement that the Chapter 11 trustee for Montreal, Maine &
Atlantic Railway Ltd., entered into with Travelers Property
Casualty Company of America, dated Dec. 9, 2013, or, in the
alternative, for a stay of the Court's decision and order
regarding the proceeds of Traveler's Insurance Policy dated
April 14, 2014.

Pursuant to Section 105 of the Bankruptcy Code, Wheeling seeks
entry of an order enforcing that portion of the Rule 9019 order
placing the entirety of the settlement payment in escrow, that is,
in the custodia legis of the Court, and prohibiting disbursement
of the settlement payment until otherwise ordered by the Court or
agreed upon by the parties.

The Court ordered that the Debtor and its Canadian subsidiary,
Montreal, Maine & Atlantic Canada Co., are entitled to the
proceeds of that policy free from any claim of Wheeling.  In light
of this conclusion, there is no need to address Wheeling's
objection to the allocation of the proceeds among the Debtor and
MMAC.

Pending before the court is an adversary proceeding brought on
Oct. 7, 2013, by Wheeling against the Chapter 11 trustee, the
Debtor and several other parties.  Through it, Wheeling sought a
determination that it holds a valid, perfected and enforceable
security interest in certain property of the Debtor and the
bankruptcy estate.

Wheeling's assertion stemmed from a line of credit note and a
security agreement dated June 15, 2009.  Upon the commencement of
the bankruptcy case, Wheeling was owed the fully extended line of
credit in the amount of $6,000,000.

                      About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.  MM&A Canada is represented by
Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.  The Fortress unit is represented by Terence M.
Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75% of the $25 million in
available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25% would be earmarked for claimants seeking compensation
for property that was damaged when much of the town burned.
Former U.S. Senator George Mitchell, a Democrat who represented
Maine in the U.S. Senate from 1980 to 1995 and who is now chairman
emeritus of law firm DLA Piper LLP, would administer the plan and
lead the effort to wrap up MM&A's Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 3, 2014,
Judge Kornreich ruled that the unofficial committee of wrongful
death claimants and its counsel have failed to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, and as a result
of that failure, the Unofficial Committee and its counsel will not
be heard on any pending matter in the case.

As reported by the TCR on April 11, 2014, Judge Kornreich rejected
the disclosure statement for the Plan filed by the ad hoc group of
wrongful-death claimants, holding that the Plan is flawed and
unconfirmable.


MORNINGSTAR MARKETPLACE: Can Access Cash Collateral Until Aug. 26
-----------------------------------------------------------------
The Bankruptcy Court approved a final stipulated order authorizing
Morningstar Marketplace, Ltd.'s use of cash collateral until
Aug. 26, 2014.

The stipulation was entered between the Debtor and Manufacturers
and Traders Trust Company.

M&T, as duly appointed trustee under the Trust Indenture for the
holders of the York County Industrial Development Authority
Mortgage Revenue Bonds (Morningstar Solar LLC Project) Series
2010, filed an emergency motion on March 14, 2014, to prohibit use
of property belonging to M&T or, in the alternative, for an order
prohibiting the continued unauthorized use of cash collateral
pursuant to Section 363(e) of the Bankruptcy Code, terminating the
automatic stay pursuant to Section 362(d) of the Bankruptcy Code,
and Federal Rule of Bankruptcy Procedure 4001(a).

As of the Petition Date, the Debtor was obligated and indebted to
M&T in the approximate amount of $3,350,000, without accounting
for recovery, if any, from the Debt Service Reserve Fund claim to
which is expressly reserved by the parties, together with accrued
and unpaid interest thereon, costs and expenses, including
trustee's fees and attorneys' fees.

The Debtor would use the cash collateral to operate its business,
the marketing and sale of their assets, funding the administrative
expenses during the bankruptcy proceeding and preservation and
maximization of the value of its estate.

The Debtor and M&T prepared a budget until January 2015.  The
parties agreed that the Debtor is authorized to use cash
collateral through the date of the final hearing in an aggregate
amount equal to the amounts in the budget with an aggregate
variance of 10% per line permitted.  A copy of the budget is
available for free at:

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

The parties may mutually agree to amend the budget at any time
without further Court order, provided that any amendment will not
affect the monthly payments to PNC Bank, National Association, on
account of the indebtedness owed to PNC and secured by PNC's first
lien mortgage on the real property, all of which will be made as
and when due under PNC's mortgage and the other agreements an
documents that evidence and secure the Debtor's indebtedness and
obligations to PNC.

On April 17, the Court entered an interim stipulated order
authorizing the Debtor to use cash collateral until May 13.

                    About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


MOORE FREIGHT: SGEF Says Claims vs. Dan Moore Not Part of Plan
--------------------------------------------------------------
SG Equipment Finance USA Corp. filed an objection to Moore Freight
Service, Inc. and G.R.E.A.T. Logistics, Inc.'s motion for order
compelling SG Equipment Finance USA Corp., to comply with the
confirmation order and Second Amended Joint Plan of Reorganization
or, alternatively, hold SGEF in contempt for violating the
confirmed plan and the confirmation order.

As reported by the Troubled Company Reporter on May 30, 2014, the
Debtors said SGEF pursued domestication and collection of a
judgment against Dan Moore arising out of a debt of Moore Freight
Service, in violation of Section 1141(a) of the Bankruptcy Code.
The Debtor requests, among other things, entry of an order:
(i) compelling and directing SGEF to desist with its collection
efforts against Dan Moore for as long as Debtor is current with
its payments under the Confirmed Plan, or, alternatively, finding
SGEF in civil contempt for its disobedience of the Confirmation
Order and Confirmed Plan; and (ii) compelling and directing SGEF
to desist with its efforts to collect payments from the
Reorganized Debtor other than those provided under the Confirmed
Plan, or, alternatively, finding SGEF in civil contempt for its
disobedience of the Confirmation Order and Confirmed Plan.

SGEF says in its on May 30, 2014 court filing that it is not
subject to the restriction contained in Section 10.5 of the Plan
because SGEF does not possess, nor is it enforcing, a claim
against Mr. Moore for an obligation of both Moore Freight and
G.R.E.A.T. Logistics, and that it is only enforcing its claim
against Mr. Moore for an obligation of Moore Freight only.
According to SGEF, Section 10.5 does not prohibit SGEF from
enforcing its rights against Mr. Moore for an obligation of the
Debtor.

"To now modify the Plan beyond its plain terms, as the Reorganized
Debtor would have it, creditors like SGEF would be severely
prejudiced and Moore's independent obligations to such creditors
would be vastly altered, if not completely eliminated.  The
Reorganized Debtor, however, would not face any prejudice.  In
fact, the Reorganized Debtor would actually benefit if SGEF is
able collect against Moore, because any amount collected from
Moore would offset the Reorganized Debtor's obligations to SGEF,"
SGEF states.

A copy of the objection is available for free at:

                        http://is.gd/kMadNC

On June 5, 2014, Moore Freight filed a response to SGEF's
objection, saying that SGEF admits in its objection that it chose
to rely on its own interpretation of the language of Section 10.5
in voting to accept the Confirmed Plan.  "Not one other
creditor interpreted Section 10.5 in the way that SGEF does.  In
fact, the objections of other creditors reflect that they
considered Section 10.5 to broadly apply to all third-party
guaranties," Moore Freight says.

According to Moore Freight, principles of res judicata bar SGEF
from challenging the scope of Section 10.5 of the Confirmed Plan.
The Confirmed Plan is substantially consummated -- payments to
secured and general unsecured creditors have commenced and other
actions have been taken in furtherance of the provisions of the
Confirmed Plan.  Moore Freight, the numerous other creditors
holding guaranties, and the third-party guarantors, including Mr.
Moore, have all acted in reliance on Section 10.5 staying
collection of all third-party guaranties.  Moore Freight says that
to now modify the Confirmed Plan as SGEF suggests would unfairly
disrupt the expectations under the Confirmed Plan of the parties
who actively and timely protected their interests.

"SGEF's calculated and knowing efforts to avoid the jurisdiction
of this Court and the terms of the Confirmed Plan constitute
contempt.  SGEF's only offered excuse for its failure to comply
with the Confirmed Plan and the Confirmation Order is its
contention that Section 10.5 does not apply to it.  SGEF
intentionally chose not to seek a determination of the correctness
of its position when it had the opportunity and the forum to do so
in connection with the plan confirmation process," Moore Freight
states.

SGEF is represented by:

      Roy C. DeSha, Jr., Esq.
      DeSha Watson, PLLC
      1106 18th Avenue South
      Nashville, TN 37212
      Tel: (615) 369-9600
      Fax: (615) 369-9613
      E-mail: roy@deshalaw.com

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  LTC Advisory
Services LLC serves as the Debtor's financial advisors.  Moore
Freight estimated assets and debts of $10 million to $50 million.
CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.

On Sept. 17, 2013, the Court approved Moore Freight Service, Inc.,
et al.'s Amended Disclosure Statement describing the Debtors'
Amended Plan of Reorganization dated Sept. 16, 2013.

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.


NATROL INC: Meeting to Form Creditors' Panel Set for June 19
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 19, 2014, at 10:00 a.m. in
the bankruptcy case of Natrol, Inc.  The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 N. King Street
         5th Floor; Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


NEW ALBERTSON: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of B2
to and a Probability of Default Rating of B2-PD to New Albertson's
Inc. ("NAI"). In addition Moody's also assigned a Ba3 rating to
the company's proposed senior secured $850 million term loan
maturing 2021. The outlook is stable.

The proceeds of the proposed senior secured term loan will
primarily be used to acquire 124 Safeway stores in Baltimore and
Washington DC (Safeway Eastern Division). This is a first time
rating of NAI. All ratings are subject to satisfactory review of
final documentation.

Ratings Rationale

"The company's credit metrics are weak and it faces a challenging
task of improving profitability with skittish consumers in a very
price competitive business environment", Moody's Senior Analyst
Mickey Chadha stated. "However, the initiatives undertaken by
management in the last year have proven successful in stabilizing
and improving the company's operating performance especially in
light of the prolonged underperformance of the store base under
its previous ownership", Chadha further stated.

The B2 Corporate Family Rating anticipates the closing of the
Safeway transaction and reflects NAI's weak credit metrics --
debt/EBITDA and EBITA/interest including lease and pension
adjustments is expected to be about 6.5 times and 1.0 time
respectively in the next 12-18 months - and the challenges
associated with improving operating performance of its grocery
banners in a highly competitive market. The ratings also reflect
the execution and integration risks associated with NAI's planned
acquisition of 124 Safeway stores in Baltimore and Washington DC
(Safeway Eastern Division) and the financial policy risk
associated with ownership by a financial sponsor. Management has
been successful in improving identical store sales growth across
all its grocery banners and the ratings reflect Moody's
expectation that profitability of the stores will improve as price
investments lead to increased traffic and volume. Operating
efficiencies initiated by management are also expected to reduce
expenses and improve cash flow generation. Ratings are also
supported by the company's sizable scale and well established
regional brands, its significant store ownership and good
liquidity.

The following ratings are assigned:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Proposed $850 million senior secured term loan maturing 2021 at
Ba3 (LGD2, 23%)

NAI's stable rating outlook incorporates Moody's expectation that
identical store sales will continue to improve and remain positive
and margins will not meaningfully deteriorate thereby resulting in
improved profitability and credit metrics in the next 12-18
months.

Considering NAI's current credit metrics and planned acquisition
of Safeway Eastern Division a ratings upgrade in the near to
medium term is unlikely. In the longer term ratings could be
upgraded if debt/EBITDA is sustained below 5.5 times,
EBITA/interest is sustained above 1.5 times, financial policies
remain benign and liquidity remains good.

Failure to improve operating performance of the company such that
debt/EBITDA and EBITA/interest do not demonstrate a sustained and
meaningful improvement towards 6.25 times and 1.25 times
respectively could lead to a downgrade. Ratings could also be
downgraded if financial policies become aggressive or if liquidity
deteriorates or if the integration of the acquired Safeway stores
does not result in expected synergies and improvement in overall
profitability of the combined company.

New Albertson's Inc. ("NAI") is a supermarket chain operating 450
stores in 12 States under the Jewel-Osco, Shaw's, Star Market, and
Acme banners. The company had about $10.1 billion in revenue for
fiscal year ending February 20, 2014. NAI is owned by a consortium
led by Cerberus Capital Management. In March 2014 AB Acquisition
LLC (indirect owner of NAI) agreed to acquire Safeway, Inc. NAI
plans to acquire 124 Safeway stores (Safeway Eastern Division) in
Washington D.C and Baltimore from its affiliate Albertson's LLC at
the closing of the transaction which is expected to be in the
fourth quarter of 2014.

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.


NEW STREAM CAPITAL: Dispute on PAF's Claim Goes to Trial
--------------------------------------------------------
Bankruptcy Judge Mary F. Walrath denied the Motion of Prime Asset
Funding GP, LLC to strike or deny the objection of New Stream
Secured Capital Inc. to its claim.  The Court also denied the
Cross-Motion of Michael Buenzow, as the Plan Administrator for the
Debtors, for summary judgment on the Debtors' objection to PAF's
claim.

The Court granted the Motion of the Plan Administrator for
referral of this matter to mediation.

New Stream Secured Capital, Inc.; New Stream Capital LLC; New
Stream Secured Capital L.P.; and New Stream Insurance are a group
of investment companies that managed a number of investment funds.

Prime Asset Funding I, LLC was a direct subsidiary of NSSC.  NSC
was the managing member of the PA Fund.  PAF was also a member of
the PA Fund and served as its investment manager.

PAF's relationship with NSSC, NSC, and the PA Fund was originally
governed by an LLC Operating Agreement and a Management Agreement
dated November 2005.  The Management Agreement provided, inter
alia, that PAF, as the investment manager of the PA Fund, was to
receive Profit Sharing Fees.  The Management Agreement further
provided that such fees would continue to be paid to PAF if the
Management Agreement was terminated by the PA Fund. After the PA
Fund began making investments in early 2006, PAF received Profit
Sharing Fees until early 2008.

On January 11, 2008, the PA Fund notified PAF of its intent to
terminate the Management Agreement. By contract dated February 26,
2008, PAF agreed to termination of the Management Agreement
effective April 11, 2008, as well as to the sale of PAF's
membership interest in the PA Fund to New Stream Real Estate, LLC,
an affiliate of the Debtors.  The Termination Agreement included a
general release of any and all existing claims between PAF and the
PA Fund and any of its affiliates (including the Debtors).  The
Termination Agreement also reserved the right of PAF to continue
receiving the Profit Sharing Fee for investments held in the PA
Fund at the time of termination, as provided in the Management
Agreement.

On March 13, 2011, the Debtors filed voluntary petitions for
relief under chapter 11 of the Bankruptcy Code.

PAF filed proofs of claim against NSSC, NSC, and NSI seeking
Profit Sharing Fees due to PAF under the Management Agreement and
Termination Agreement, as well as damages for tort claims.
The Debtors filed an objection to PAF's claim.

A hearing was held on July 29, 2011, on certain issues presented
by the claim objection.  At the July 29 hearing, the Court
rejected the Debtors' argument that PAF had released its tort
claim in the Termination Agreement, holding that PAF had stated a
plausible tort claim against the Debtors for claims arising after
the Termination Agreement was executed.

On April 23, 2012, the Court entered an Order confirming the
Debtors' Second Amended Joint Plan of Reorganization.  In
settlement of PAF's objections to the Plan, the Plan established a
$1.8 million reserve for any allowed claims of PAF.

In discovery related to its claim, PAF noticed the depositions of
former officers of the Debtors (Gillies, Pereira, and Bryson),
along with three other witnesses.  The Plan Administrator informed
PAF that the proposed witnesses intended to assert their Fifth
Amendment rights against self-incrimination, and thereafter filed
a motion, inter alia, seeking an order delaying the depositions of
the Debtors' former employees and officers pending an ongoing
criminal investigation.  After considering arguments of the
parties, the Court granted the requested relief by Order dated
December 21, 2012.

On February 22, 2013, the federal government indicted three of the
Debtors' former officers (Bryson, Pereira, and Bart Gutekunst) for
securities, mail, and wire fraud conducted in connection with the
Debtors' investment activities. A civil action was also filed by
the SEC on February 26, 2013, against NSC, New Stream Capital
(Cayman) Ltd, Bryson, Getekunst, Pereira, and another former
officer, Tyra Bryson, alleging securities fraud.

On December 12, 2013, PAF filed the Motion to Strike the Debtors'
claim objection. On January 13, 2013, the Plan Administrator filed
his Response along with the Cross-Motion seeking summary judgment
on the claim objection.

Briefing on the Motion to Strike and on the Cross-Motion was
completed on February 14, 2014. On February 17, 2014, the Plan
Administrator filed a motion requesting that the contested matters
be referred to mediation. Briefing on the mediation request was
completed on February 26, 2014.

According to Judge Walrath, there is a genuine issue of material
fact (based on the conflicting affidavits) as to whether the
Debtors and the PA Fund operated as a single economic entity.
Therefore, the Court cannot grant summary judgment to either
party.

A copy of the Court's June 10, 2014 Memorandum Opinion is
available at http://is.gd/Kt4SUFfrom Leagle.com.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

In late 2010, New Stream announced that it had entered into
an agreement with its Bermuda investors to liquidate its master
fund, and that upon the consent of its US and Cayman investors, it
would voluntarily file Chapter 11 bankruptcy petitions.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets in June 2011, selling
its portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.


NPS PHARMACEUTICALS: FDA Postpones Advisory Committee Meeting
-------------------------------------------------------------
NPS Pharmaceuticals, Inc., reported that the U.S. Food and Drug
Administration (FDA) shifted the tentative date for the Natpara(R)
(rhPTH[1-84]) Advisory Committee Meeting from July 24 to Sept. 12,
2014.  A definitive date for the advisory committee meeting is
expected to be published by FDA in the Federal Register at least
15 days prior to such meeting.  The Prescription Drug User Fee Act
(PDUFA) Action Date of Oct. 24, 2014, remains unchanged.

                      About NPS Pharmaceuticals

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

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


OCEANSIDE MILE: Has Until Oct. 31 to Access Cash Collateral
-----------------------------------------------------------
Oceanside Mile LLC, dba Seabonay Beach Resort, submitted a status
report regarding its the motion for use of cash collateral and the
motion of First Citizens Bank & Trust Company for relief from the
automatic stay.

According to the Debtor, the Court on March 18 approved a
settlement of secured claim of First Citizens Bank; procedures for
sale of Seabonay Beach Resort; and conditional dismissal of the
bankruptcy case.

Under the terms of the settlement reached between the Debtor and
its senior secured creditor First Citizens, among other
provisions, the Debtor was required to pay the full amount of the
allowed claim of First Citizens by Oct. 31, 2014.  It was
contemplated that the Debtor would do so through either a sale or
refinance of the hotel.  It was also agreed to by First Citizens
and Mayo Group LLC that the Debtor may use cash collateral until
Oct. 31.

The Debtor also stated that it continues with its marketing
efforts through its real estate broker and to explore other
opportunities to refinance the hotel.

The Court was slated to hold a status hearing on June 12,
regarding the status of the Debtor's efforts to sell or refinance
the hotel.

The Debtor is represented by:

         Sanford L. Frey, Esq.
         Stuart L. Koenig, Esq.
         CREIM MACIAS KOENIG & FREY LLP
         633 West Fifth Street, 51st floor
         Los Angeles, CA 90071
         Tel: (213) 614-1944
         Fax: (213) 614-1961
         E-mails: sfrey@cmkllp.com
                  skoenig@cmkllp.com

First-Citizens is represented by:

         Craig H. Averch, Esq.
         Roberto J. Kampfner, Esq.
         WHITE & CASE LLP
         633 West Fifth Street, Suite 1900
         Los Angeles, CA 90071
         Tel: (213) 620-7700
         Fax: (213) 452-2329
         E-mail: caverch@whitecase.com
                 rkampfner@whitecase.com

                       About Oceanside Mile

Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean.  The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach.  The hotel has 81 rooms and total
1.29 acres.

Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  In its schedules, the Debtor
disclosed $13,148,100 in total assets and $8,367,297 in total
liabilities.  Judge Barry Russell presides over the case.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


ONCOLOGY ASSOCIATES: Court Narrows Trustee's Suit v. GECC
---------------------------------------------------------
New Jersey Bankruptcy Judge Michael B. Kaplan ruled on the motions
filed by General Electric Capital Corporation and the United
States of America, which seek to dismiss certain counts contained
in the adversary proceedings filed against them by Morris S.
Bauer, the Chapter 11 Trustee for Oncology Associates of Ocean
County LLC, Modern Radiation and Oncology of Ocean County, LLC,
and Dover Real Estate Holdings, LLC.

The Chapter 11 Trustee on January 27, 2014, filed an adversary
complaint against GECC asserting these counts:

     * Count I -- avoidance and recovery of certain alleged
       post-petition payments made by Modern to GECC pursuant
       to 11 U.S.C. Sections 549 and 550;

     * Count II -- to hold GECC liable for interference with
       the prospective economic advantages of the Trustee;

     * Count III -- avoidance and recovery of certain
       preferential pre-petition transfers pursuant to 11 U.S.C.
       Sections 547 and 550 as against General Electric Company;
       and

     * Count IV -- to disallow any claims GECC or GE may have
       against the estate pursuant to 11 U.S.C. Sec. 502(d).

In lieu of filing an answer to the GECC Complaint, GECC filed its
motion to dismiss, on March 21, 2014, which seeks to dismiss
Counts I, II, and IV of the Complaint.

The Chapter 11 Trustee also filed an adversary complaint against
the United States asserting these counts:

     * Count I -- avoidance and recovery of fraudulent transfers
       pursuant to 11 U.S.C. Sections 544(b) and 550; N.J.S.A.
       Sections 25:2-25(b) and 25:2-27(a);

     * Count II -- avoidance and recovery of fraudulent transfers
       pursuant to 11 U.S.C. Sections 544(b) and 550; N.J.S.A.
       Sec. 25:2-25(a);

     * Count III -- avoidance and recovery of fraudulent
       transfers pursuant to 11 U.S.C. Sections 548 and 550;

     * Count IV -- avoidance and recovery of preferential
       transfers pursuant to 11 U.S.C. Sections 547 and 550;

     * Count V -- avoidance and recovery of post-petition
       transfers pursuant to 11 U.S.C. Sections 549 and 550;
       and

     * Count VI -- disallowance of claims pursuant to 11 U.S.C.
       Sec. 502(d).

The United States also filed its motion to dismiss on March 3,
2014, seeking to dismiss Counts I, II, and V of the Complaint.

In his June 10 Memorandum Decision is available at
http://is.gd/ppWU8qfrom Leagle.com, Judge Kaplan ruled that the
United States' motion is granted and the GECC motion is granted in
part.

                    About Oncology Associates

Oncology Associates of Ocean County, LLC, based in Toms River, New
Jersey, filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
12-11790) on Jan. 25, 2012, in Trenton.  Judge Raymond T. Lyons,
Jr., was assigned to the case.  Joseph Casello, Esq., at Collins,
Vella & Casello, served as bankruptcy counsel.  In its petition,
OAOC estimated $1 million to $10 million in both assets and debts.
The petition was signed by Dr. Barbara Schneider, managing member.

After considerable litigation, including substantial motion
practice, the Court determined that OAOC's bankruptcy case
warranted the appointment of a Chapter 11 Trustee.  Accordingly,
an order appointing Morris S. Bauer as the Chapter 11 Trustee was
entered on Nov. 6, 2012.

Upon his appointment, the Trustee sought to administer OAOC's
estate through, among other things, a sale of OAOC's assets.
Concerned that certain of OAOC's assets had been diverted to
OAOC's affiliate, Modern Radiation and Oncology of Ocean County,
LLC, and that certain real property relating to OAOC was
controlled by Dover Real Estate Holdings, LLC, the Trustee sought,
through separate motions, to extend OAOC's bankruptcy proceedings
to both Modern and Dover.  On Jan. 22, 2013 and April 26, 2013,
respectively, the Court entered orders substantively consolidating
Modern and Dover with OAOC's bankruptcy case.

Attorney for Morris S. Bauer, Chapter 11 Trustee is:

     Gary N. Marks, Esq.
     NORRIS, MCLAUGHLIN & MARCUS, PA
     721 Route 202-206 North, Suite 200
     Bridgewater, NJ 08807

Attorneys for General Electric Capital Corporation are:

     Mark F. Magnozzi, Esq.
     Amish R. Doshi, Esq.
     MAGNOZZI & KYE, LLP
     23 Green Street, Suite 302
     Huntington, NY 11743

Attorney for the United States of America is:

     Ari D. Kunofsky, Esq.
     U.S. Department of Justice
     P.O. Box 227
     Washington, D.C. 20044


ONEIDA HEALTH: S&P Lowers Rating on $10.9MM 2007 Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Madison County Industrial Development Agency, N.Y.'s $10.9 million
series 2007 bonds issued for Oneida Health Systems, doing business
as Oneida Healthcare Center (Oneida) to 'BB+' from 'BBB-'.

At the same time, S&P lowered its underlying rating (SPUR) on the
agency's $11.3 million series 2001 bonds also issued for Oneida to
'BB+' from 'BBB-'.

"The downgrade reflects material operating losses, which were
above expectations in both 2012 and 2013, and which continue
through the first four months of 2014 with just one profitable
month from operations this year to date," said Standard & Poor's
credit analyst Cynthia Keller.  "Although much of the weaker
performance was due to expenses associated with an information
technology installation and subsequent revenue cycle issues, we
also believe that Oneida will be increasingly challenged to post
solidly positive operations given health reform pressures,
Oneida's commitment to the extended care unit, and the need to
employ physicians, all of which we expect will continue to
pressure earnings."

Oneida's small size with an $80 million revenue base and
significant regional competition also leaves it especially
vulnerable to economic, operating, and reimbursement changes.  A
lower rating is precluded by Oneida's balance sheet which although
weaker after the recently challenging operations, still compares
favorably with many speculative-grade metrics.  Because of
Oneida's inherent balance sheet strength, S&P believes it is
possible to raise the rating to investment grade over the long
term, if the health system demonstrates multiple years of strong,
positive operations at the hospital, stabilized volume, limited
losses from the extended care and physician employment business
lines, and the ability to strategize and work with other
organizations, which could help offset risks associated with being
a small independent provider.

The outlook reflects S&P's opinion that the rating is stable at
this level, even with continued expected operating losses, due to
Oneida's balance sheet.  Management has time to address the losses
through a combination of revenue enhancements and expense
reductions; however, a failure to return to at least breakeven
operating performance and 2x debt service coverage during this
two-year outlook period could result in a lower rating or negative
outlook.  A higher rating is unlikely during the outlook period
given the current operating and financial pressures although S&P
could consider a positive outlook with a longer term trend of
stable operations and volume coupled with moderate losses at the
extended care and employed physician divisions.


OVERSEAS SHIPHOLDING: Has $10.4-Mil. Income for March 31 Quarter
----------------------------------------------------------------
Overseas Shipholding Group, Inc., filed its quarterly report on
Form 10-Q, disclosing net income of $10.42 million on $292.45
million of shipping revenues for the three months ended March 31,
2014, compared with a net loss of $167.76 million on $247.44
million of shipping revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $3.66
billion in total assets, $3.71 billion in total liabilities, and a
stockholders' deficit of $51.33 million.

The commencement of the Chapter 11 Cases and weak industry
conditions have negatively impacted the Company's results of
operations and cash flows and may continue to do so in the future.
These factors raise substantial doubt about the Company's ability
to continue as a going concern, according to the regulatory
filing.

A copy of the Form 10-Q is available:

                       http://is.gd/Cnbf5m

                   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.

                          *     *     *

In March 2014, OSG filed a plan of reorganization that hinges on a
plan support agreement it struck with lenders holding an aggregate
of approximately 77% of amounts outstanding under the Company's
Unsecured Revolving Credit Facility.  The Debtors and the so-
called Consenting Lenders also agreed to the terms of a
$300,000,000 rights offering, which would be backstopped by the
Consenting Lenders.  The Original Plan generally provided that
creditors' allowed non-subordinated claims against the Debtors
other than claims under the Unsecured Revolving Credit Facility,
would be paid in full, in cash, including post-petition interest,
or reinstated and holders of equity interests and claims
subordinated pursuant to section 510(b) of the Bankruptcy Code
would receive a combination of shares of common stock and warrants
issued by reorganized OSG valued at approximately $61,400,000.
Under the Original Plan, holders of claims arising out of the
Unsecured Revolving Credit Facility would receive their pro rata
share of stock and warrants of the reorganized OSG. In addition,
the Original Plan provided that the 7.50% Unsecured Senior Notes
due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes
due in 2018 issued by OSG will be reinstated, following payment of
outstanding interest.  The Debtors also entered into a commitment
letter with Goldman Sachs Bank USA to provide $935,000,000 in exit
financing to the fund the Debtors' emergence from bankruptcy.

Late in April, following negotiations with equity holders and the
official committee of equity security holders, OSG abandoned the
agreement with the Consenting Lenders as well as the Original
Plan, and filed an amended Plan premised on an equity commitment
agreement with the Equity Holders, who collectively hold
approximately 30% of the outstanding shares of the Company.  Each
Commitment Party has agreed to purchase shares in a rights
offering with an aggregate offering amount of $1,500,000,000, and
committed to purchase shares in respect of unexercised
subscription rights in the rights offering.  The Debtors will
distribute to each Equity Holder one subscription right in respect
of each existing equity interest held by such Equity Holder. So-
called Class B securities carry an entitlement to distribution of
up to 10 % of the net litigation recovery in the malpractice
lawsuit against Proskauer Rose LLP and four of its partners.

The Debtors also abandoned the financing deal with Goldman Sachs
and, instead, accepted the funding offer from Jefferies Finance
LLC, which consisted of (a) a $600,000,000 term loan secured by a
first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000
term loan secured by a first lien on the Debtors' International
Flag assets; (c) a $75,000,000 asset based revolving loan
facility; and (d) a $75,000,000 revolving loan facility.

Hearing on the disclosure statement explaining the Amended Plan as
well as the Equity Commitment Agreement and the exit financing
commitments is scheduled for May 23, 2014.  The Debtors have
proposed a July 14, 2014 Plan confirmation hearing.


P2 LOWER ACQUISITION: Moody's Affirms B2 CFR; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook of P2 Lower
Acquisition, LLC (formerly Progressive Health Solutions) to
negative from stable. At the same time, Moody's affirmed P2's
existing ratings, including its B2 CFR. The company is adding $130
million to its First Lien and $80 million to its Second Lien Term
Loan in order to fund a $210 million dividend to its sponsors and
management.

Ratings affirmed with a negative outlook:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

First Lien Term Loan at B1 (LGD3, 35%)

Second Lien Term Loan at Caa1 (LGD5, 88%)

Revolving Credit Facility at B1 (LGD3, 35%)

Ratings Rationale

The negative outlook reflects Moody's view that the company has
adopted a more aggressive financial policy reflected in a
relatively large dividend recapitalization relatively soon after
the merger. If the company's debt/EBITDA does not approach 5.5
times within the next 12 to 18 months, the ratings could be
downgraded.

"We believe that P2's management is now more comfortable with
higher leverage," said Diana Lee, a Moody's Vice President and
Senior Credit Officer. "In addition, by borrowing to fund a
dividend, the company's cushion for opportunistic acquisitions is
diminished," commented Lee.

P2's B2 CFR reflects its very high leverage, which will moderate
somewhat as the company achieves all of its cost synergies and
realizes full benefits from new contract wins. The ratings also
reflect the company's position as a niche PBM focused exclusively
on the workers' compensation market and its high customer
concentration risk. Although this newly merged company is a
leading player in this space, it will continue to face competition
from several small PBMs as well as larger players that also serve
the group health segment, such as Express Scripts Holding Company
(Baa3 positive) and Coventry Health Care, acquired by Aetna Inc.
(Baa2 stable). The company is on track with its planned cost
savings, which management expects to be fully realized by the
first quarter of 2015. New customers will be critical to future
performance especially in light of only recent improvement in
profitability at PMSI. Although P2 is still in the midst of
completing the integration and achieving its cost savings, we
believe there is risk of acquisitions, especially in this
consolidating industry.

If the company does not fully achieve expected cost savings, or
engages in debt-financed acquisitions or additional dividends,
such that debt/EBITDA is likely to be sustained above 5.5 times or
RCF/debt is sustained below 7.5%, the ratings could be downgraded.
If the company is able to gain new clients, improve profitability
and cash flow, and demonstrates a more conservative posture toward
shareholder and acquisitions, the ratings could be upgraded. If
the company sustains debt/EBITDA below 4.5 times and RCF/debt
above 10%, the ratings could be upgraded.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

P2 Lower Acquisition, LLC is the parent borrowing entity for
Progressive Solutions, LLC, which merged with PMSI in October 2013
and is headquartered in Memphis, Tennessee. P2 is a workers'
compensation pharmacy benefit manager and ancillary service
provider.


PANACHE BEVERAGE: Incurs $1.4 Million Net Loss in First Quarter
---------------------------------------------------------------
Panache Beverage Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $1.43 million on $634,917 of net
revenues for the three months ended March 31, 2014, as compared
with a net loss attributable to the Company of $808,515 on $1.41
million of net revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $6.05
million in total assets, $14.36 million in total liabilities and a
$8.31 million total deficit.

"We have limited liquidity and capital resources and must obtain
significant additional capital resources in order to sustain our
product development efforts, for establishment of production
capabilities, and for selling, general and administrative expenses
and other working capital requirements.  We have, in the past,
successfully completed financings, but, due to market conditions
and other factors, including our development stage and our ability
to continue as a going concern, we may be unable to raise the
required capital in the future," the Company stated in the Report.

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

                        http://is.gd/tJhwnk

                       About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Panache Beverage reported a net loss of $4.58 million in 2013
following a net loss of $3.27 million in 2012.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company has limited working capital
and has incurred losses from operations.  Silberstein Ungar also
issued a going-concern qualification following the 2012 results.


PATRICK HANNON: ABCD Holdings Wins Order Denying Ch.7 Discharge
---------------------------------------------------------------
Massachusetts Bankruptcy Judge William C. Hillman granted the
Motion for Partial Summary Judgment filed by ABCD Holdings, LLC,
ABC&D Recycling, Inc., and Ware Real Estate, LLC, which seek to
deny debtor Patrick Hannon a discharge pursuant to 11 U.S.C. Sec.
727(a)(4)(A) for making a false oath or account in connection with
his bankruptcy case, asserting that the record undisputedly shows
that the Debtor made false statements on his monthly operating
reports.

Patrick Hannon and his spouse, Elizabeth Hannon, filed a voluntary
Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 12-13862)
on May 3, 2012.  Mr. Hannon was the owner and sole officer and
director of two companies -- Ware Real Estate, LLC and ABC&D
Recycling, Inc.  Ware Real Estate owns real property located in
Ware, Massachusetts, at which ABC&D Recycling operates a
construction and demolition debris transfer station.  The Debtor's
ownership interests were subject to warrant rights held by ABCD
Holdings, LLC, a company wholly owned by the Debtor's former
attorney, George McLaughlin.  The warrant agreement gave ABCD
Holdings the option of purchasing a 50.1% interest in each
company.

In December 2012, the Court directed the U.S. Trustee to appoint a
Chapter 11 Trustee for the Debtors' case.  On Dec. 21, 2012, the
U.S. Trustee appointed Joseph H. Baldiga as the Chapter 11
Trustee.  The same day, the Chapter 11 Trustee agreed to the
motion to convert the Debtors' case to one under Chapter 7,
asserting that conversion was in the best interest of the estate
and creditors.  On Jan. 2, 2013, the Court granted the motion to
convert the Debtors' case.

A copy of th Court's June 10, 2014 Memorandum of Decision is
available at http://is.gd/mWLMocfrom Leagle.com.

Joel Faller, Esq., The McLaughlin Brothers, P.C., in Boston, and
James M. Liston, Esq., and Sarah A. Smegal, Esq., Bartlett Hackett
Feinberg, P.C., in Boston, represent ABCD et al.

Herbert Weinberg, Esq., and Patrick Martin, Esq., at Rosenberg &
Weinberg, in North Andover, Mass., argue for the Hannons.


PHILLIPS INVESTMENTS: Section 341(a) Meeting Set on July 11
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Phillips
Investments, LLC, will be held on July 11, 2014, at 11:00 a.m. at
Hearing Room 367, Atlanta.

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.

Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips
signed the petition as managing member.  The Debtor estimated
assets and liabilities of between $10 million to $50 million.
Scroggins & Williamson, P.C., serves as the Debtor's counsel.
Judge Mary Grace Diehl presides over the case.


PHILLIPS INVESTMENTS: Case Summary & 15 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Phillips Investments, LLC
        P.O. Box 80129
        Atlanta, GA 30336

Case No.: 14-61444

Chapter 11 Petition Date: June 11, 2014

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

Judge: Hon. Mary Grace Diehl

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS & WILLIAMSON, P.C.
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Ly Phillips, managing member.

List of Debtor's 15 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sage & Sites, LLC                                     $122,000

Reny Nguyen                                            $53,900

Ace Capital Realty, LLC                                $48,000

Lee & Kim Enterprises, Inc.                            $30,000

Southeastern Construction                              $27,500
and Design, LLC

World Petro Exchange, LLC                              $25,600

Johnson Landscape, Inc.            Trade Debt          $22,400

Kim Ly                                                 $15,000

Jackson EMC                                            $11,211

Kimberly Morphis                                       $9,000

Gwinnett County Water                                  $5,680

MCC Total, LLC                                         $3,300

Protection Security Systems        Trade Debt          $1,438

Gabasa Andrews                                         $1,300

American Disposal Commercial                             $700


PILGRIM'S PRIDE: Moody's Confirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Pilgrim's Pride
Corporation ("PPC") including the B1 Corporate Family Rating
(CFR). This follows the company's withdrawal of its proposal to
acquire Hillshire Brands ("Hillshire", Baa2 ratings under review
for downgrade) for approximately $7.7 billion. Moody's also
assigned a stable rating outlook.

This action concludes the review for downgrade that began on May
27, 2014 following Pilgrim's initial $6.4 billion bid for
Hillshire, which was later increase to $7.7 billion on June 3
following a competing $6.8 billion bid by Tyson Foods, Inc.
("Tyson", Baa3 rating under review for downgrade). Pilgrim's
withdrew its offer after Tyson submitted a binding offer of $8.5
billion on June 9.

The stable outlook reflects heightened event risk that will limit
upward rating potential for Pilgrim's over the next year. Moody's
is concerned that Pilgrim's will pursue other leveraged
acquisitions to diversify its business portfolio or will take
other aggressive measures to optimize its capital structure, which
currently consists of more cash than debt. The outlook was
positive prior to the rating review.

"We don't expect that upward rating momentum will build for
Pilgrim's until the company's long-term strategic goals and the
path to achieve them become clearer to us," commented Brian
Weddington, a Moody's Senior Credit Officer.

Ratings Rationale

Pilgrim's B1 CFR reflects the company's concentration in the
cyclical U.S. chicken processing industry, which historically has
generated volatile earnings and narrow average profit margins. The
rating also reflects the company's willingness to pursue
aggressive leveraged acquisitions. The rating is supported by the
company's position as one of the world's largest chicken
processors, low financial leverage, and its strong operating
performance in recent years. The rating incorporates the wide
range of operating performance that is typical in the cyclical
U.S. chicken processing industry. As a result, at the top of the
cycle Moody's expects financial leverage to be very modest
relative to the rating category. Conversely, at the bottom of the
cycle the rating can often tolerate financial leverage that is
outside normal bounds for a limited period of time. Importantly,
high earnings volatility should be balanced against abundant
access to cash and external sources of liquidity.

Pilgrim's Pride Corporation:

Ratings Confirmed:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1-PD;

  $500 million senior unsecured notes due 2018 at B3 (LGD5, 82%).

Rating Affirmed:

  Speculative Grade Liquidity rating at SGL-1.

An upgrade is not likely in the near-term. However Moody's would
consider upgrading Pilgrim's ratings if the company sustains at
least 4% operating profit margins and positive free cash flow.
Additionally, the company would have to sustain debt to normalized
EBITDA below 2.5 times and liquidity (cash and backup
availability) of at least $750 million before an upgrade would be
considered. The ratings could be lowered if weakening industry
fundamentals result in a prolonged period of negative free cash
flows at Pilgrim's or if liquidity falls below $500 million. The
ratings could also be downgraded if a large acquisition results in
a sharp increase in financial leverage.

Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NASDAQ: PPC) is the second largest chicken producer in the world,
with operations in the United States, Mexico and Puerto Rico. The
company produces, processes, markets and distributes fresh, frozen
and value-added chicken products to foodservice customers,
distributors and retail operators worldwide. For the twelve months
ended March 30, 2014, revenues for the company approximated $8.4
billion. Pilgrim's Pride is controlled by JBS, S.A. through an
indirect 75.5% equity ownership stake.

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


POCMONT HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pocmont Holdings LLC
           aka Bushkill Inn & Conference Center
        525 County Line Road, Suite 8
        Lakewood, NJ 08701

Case No.: 14-21909

Chapter 11 Petition Date: June 9, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Donald W Clarke, Esq.
                  WASSERMAN, JURISTA & STOLZ, P.C.
                  225 Millburn Avenue, Suite 207
                  Millburn, NJ 07041
                  Tel: (973) 467-2700
                  Fax: (973) 467-8126
                  Email: dclarke@wjslaw.com

                    - and -

                  Fred B. Ringel, Esq.
                  ROBINSON, BROG, LEINWAND, GREENE, GENOVESE
                  & GLUCK P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: 212-603-6300
                  Email: fbr@robinsonbrog.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Isaac Greenwald, member.

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


PPL ENERGY: Moody's Affirms Ba1 Jr. Subordinated Hybrids Rating
---------------------------------------------------------------
Moody's Investors Service lowered the senior unsecured rating of
PPL Energy Supply (Supply) to Baa3 from Baa2, the commercial paper
rating to P-3 from P-2, and revised the rating outlook to negative
from stable. At the same time, Moody's affirmed the ratings of PPL
Corporation (PPL: Baa3 senior unsecured) and LG&E and KU Energy
LLC (LKE, Baa2 senior unsecured) and revised both outlooks to
positive from stable. These actions follow yesterday's
announcement that PPL will spin off Supply to existing
shareholders and be merged with Riverstone Holdings LLC's merchant
power operation at closing.

The downgrade of Supply's rating by one notch reflects the
likelihood that Supply will no longer be a part of the PPL family
and receiving financial support that it has in the past regardless
of the success of the proposed combination with Riverstone's
merchant assets. Supply's negative outlook reflects the potential
for a further rating downgrade which, depending upon a better
understanding of the merged entity and their related plants, could
be more than one notch since the much larger Supply is being
combined with the substantially lower rated entities from
Riverstone. The Riverstone merchant assets involved in this
transaction include assets currently held by Topaz Power Holdings,
LLC (B1 Negative), Sapphire Power Finance LLC (B1 negative) and
Raven Power Finance, LLC (B1 stable). Moody's will publish issuer
comments shortly addressing our view of the impact of the proposed
transaction on these entities.

If the transaction closes as proposed, PPL and LKE's ratings may
be upgraded but by no more than one notch, reflecting the reduced
business risk that will follow completion of the proposed spinoff.
Prior to the announcement, our ratings at PPL and at LKE -- both
of which are holding companies and outside of the jurisdiction of
their respective state regulators -- had been constrained by the
affiliation with the more volatile unregulated operations at
Supply. The ratings on PPL's regulated subsidiaries in the US --
PPL Electric Utilities (Baa1 stable), Kentucky Utilities Company
(A3 stable) and Louisville Gas & Electric Company (A3 stable) --
are not affected by the proposed Supply spinoff. In addition, no
rating action was taken on the regulated operating utilities in
the US and United Kingdom because their ratings were not
previously constrained by PPL's parent rating. Additional
explanation regarding our view of the impact of the proposed
transaction on the UK entities can be found in an issuer comment
to be published shortly.

Moody's affirmation of PPL's Baa3 rating reflects the low business
risk of its regulated utilities, offset by substantial debt
leverage at the parent holding company. The regulated business is
characterized by supportive regulatory environments and a current
large capital expenditure program across all legal registrants
resulting in substantial negative free cash flow which is
depressing several of the key credit metrics. However, with the
spin of Supply, PPL's business risk will decline as 70% of its
operations will come from a networks or transmission and
distribution platform, all of which provide good visibility from a
recovery, earnings and cash flow perspective. As such, PPL will be
evaluated on a prospective basis as a lower risk concern under our
Regulated Electric and Gas Utility methodology published in
December 2013. PPL's consolidated credit metrics for the last
three years averaged CFO Pre-WC/debt of about 15% and RCF/debt of
about 11%. As a point of reference, these credit metrics position
the company reasonably well relative to the a range of 11% to 19%
for CFO Pre-WC/Debt and 7% to 15% for RCF/debt for the Baa rating
category as a lower risk concern under our Regulated Electric and
Gas Utility methodology.

Headquartered in Allentown, Pa., PPL Corp. currently controls or
owns about 19,000 megawatts of generating capacity in the United
States, sells energy in key U.S. markets, and delivers electricity
and natural gas to about 10 million customers in the United States
and the United Kingdom.

Rating List

Issuer: PPL Corporation and PPL Capital Funding, Inc.

Outlook revised to positive, from stable

Ratings Affirmed:

  Issuer Rating Baa3
  Senior Unsecured: Baa3
  Subordinated Shelf: (P)Ba1
  Junior Subordinated Hybrids: Ba1
  Preferred Shelf: (P)Ba2
  Multiple Seniority Shelf: (P)Baa3, (P)Ba1

Issuer: LG&E and KU Energy LLC

  Outlook revised to positive, from stable

Ratings Affirmed:

  Issuer rating: Baa2
  Senior Unsecured: Baa2

Issuer: PPL Energy Supply, LLC

  Outlook revised to negative, from stable

Ratings downgraded:

  Commercial Paper: P-3, from P-2
  Senior unsecured: to Baa3, from Baa2
  Senior unsecured bank credit facility: Baa3, from Baa2
  Multiple Seniority Shelf: (P)Baa3, (P)Ba1 from (P)Baa2, (P)Baa3
  Revenue Bonds backed by PPL Energy Supply, LLC: Baa3, from Baa2

The methodologies used in this rating/analysis were Unregulated
Utilities and Power Companies published in August 2009, and
Regulated Electric and Gas Utilities published in December 2013.


PPL ENERGY: S&P Lowers CCR to 'BB' Following Spin-Off
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on U.S. power generator PPL Energy Supply LLC (PPL
Energy) to 'BB' from 'BB+' following the announcement by PPL Corp.
that it is spinning off the company to its shareholders and will
have no continuing ownership in PPL Energy.  Immediately following
the spin-off, PPL Energy will combine with Riverstone's generation
assets under newly formed parent company Talen Energy Corp.

"We have placed the ratings on CreditWatch with negative
implications while we assess the pro forma debt structure of Talen
to determine if there are implications for our ratings on PPL
Energy," said Standard & Poor's credit analyst Aneesh Prabhu.

PPL Energy's current stand-alone credit profile (SACP) of 'bb'
incorporates a business risk profile of "fair" and a financial
risk profile of "significant".

From currently available disclosures it appears that PPL Energy
Supply and Riverstone's generation business (comprising Sapphire,
Topaz Holdings, and Raven Power) will combine operationally.  S&P
notes that all three of Riverstone's generation assets that are
being offered into the combination are currently rated as project
entities and have a credit profile that is weaker than 'BB'.  If
the assets are eventually combined, S&P will assess the pro forma
cash flow and capitalization to determine if the 'BB' ratings are
appropriate.

PPL Energy is an unregulated electricity generation company with
about 10,000 megawatts (MW) of generation capacity that consists
of reasonably well located, low-cost nuclear and coal plants.  PPL
Energy had about $2.7 billion in debt and $500 million in cash-on-
hand as of May 31, 2014.

"We are in the process of reviewing the structural and legal
aspects as well as the pro forma cash flows and capitalization.
We expect that ratings will either be affirmed, or decline by no
more than one notch.  We expect to resolve the CreditWatch listing
shortly," S&P said.


PRECISION OPTICS: Major Shareholder Expresses "Serious Concern"
---------------------------------------------------------------
AWM Investment Company, Inc., sent a communication to the Board of
Directors of Precision Optics Corp. expressing concern about the
management of the Company and asking for a meeting with the Board
of Directors to discuss its concerns.

"As you know our firm is by far the largest shareholder of
Precision Optics Corporation.  We have serious concerns about the
management of the company and would like to address those concerns
directly to you.  We would like to set up a conference call as
soon as possible to discuss these issues.  Please let us know when
you would be available to speak.  This is an urgent and serious
matter and request that you make every effort to make yourselves
available.  Given the nature of our concerns we do not think it
appropriate that the management team be included in this
call," the letter states.

AWM serves as the investment adviser to Special Situations Cayman
Fund, L.P.(Cayman), Special Situations Fund III QP, L.P. (SSFQP)
and Special Situations Private Equity Fund, L.P.(SSPE).

Austin W. Marxe, David M. Greenhouse and Adam C. Stettner
disclosed that as of June 9, 2014, they beneficially owned
2,049,877 shares of common stock of Precision Optics Corp.
representing 39.2 percent of the shares outstanding.

The persons are members of SSCayman LLC, the general partner of
Special Situations Cayman Fund, L.P.

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

                       http://is.gd/uyoI8w

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics reported a net loss of $1.78 million for the
year ended June 30, 2013, as compared with net income of $960,972
for the year ended June 30, 2012.  The Company's balance sheet at
March 31, 2014, showed $1.89 million in total assets, $919,074 in
total liabilities, all current, and $975,505 in total
stockholders' equity.


QUANTUM FOODS: City Capital to Assist in Sale of Turn-Key Assets
----------------------------------------------------------------
The Bankruptcy Court authorized Quantum Foods, LLC, et al., to
amend the terms of the engagement letter the Debtors entered into
with between the Debtors and City Capital Advisors, LLC, on Jan.
28, 2014.

On May 21, the U.S. Trustee asked the Court to (i) deny the City
Capital motion, and the debtor-in-possession financing motion; and
(ii) dismiss or convert the Debtor's case to one under Chapter 7
of the Bankruptcy Code.

The amendment reflected additional tasks for City Capital's
financial advisory and investment banking services in relation to
the marketing and sale of certain of the Debtors' assets in
furtherance of the Debtors' wind-down.  The Debtors are also
authorized to pay City capital the advisory fee in an amount not
to exceed $30,000

The additional services for City Capital will include:

   a. between May 10 and May 31, contacting parties that may have
an interest in acquiring the Turn-Key Assets owned by or housed
within the Debtors' Facilities as well as operating in one or more
of the Debtors' Facilities;

   b. in coordination with Tiger Remarketing Services, providing
evaluation material to interested parties;

   c. soliciting letters of intent or asset purchase agreements
from interested parties by May 31, and determining, in conjunction
with the Debtors and Tiger, whether the Debtors wish to proceed
with any party that submits a letter of intent or asset purchase
agreement;

   d. supplying a list of companies interested in pursuing a
Possible Transaction and a status overview as reasonably requested
by the Debtors but no less frequently than at the end of each
weekly period; and

   e. providing testimony, as necessary, with respect to matters
on which City Capital is engaged to advise the Debtors in an
proceeding before the Court.

As reported in the Troubled Company Reporter on March 5, 2014,
City Capital will assist in the evaluation of strategic
alternatives and render investment banking and financial advisory
services to the Debtors in connection with the Chapter 11 cases.
Specifically, City Capital will assist the Debtors in developing a
strategy for pursuing a Sale Transaction or Restructuring and, if
requested, contacting and eliciting interest from possible
counterparties to a Sale Transaction or Restructuring.  City
Capital will also advise the Debtors on tactics and strategies for
negotiating with their stakeholders and render financial advice to
the Debtors and participate in meetings or negotiations with (i)
stakeholders or other parties in connection with any Restructuring
or Sale Transaction or (ii) possible counterparties to a Sale or
Restructuring Transaction.

City Capital will be paid in accordance with the following fee
structure:

   (a) An initial, non-refundable advisory fee of $50,000 payable
       upon execution of the Engagement Letter.

   (b) Commencing on the Petition Date, a Monthly Fee of $30,000.

   (c) In the event that a Sale Transaction is consummated
       resulting in a change of control of greater than 50% of
       the equity or assets of the Company at the time the Sale
       Transaction is consummated, a Transaction Fee equal to 2%
       of the Transaction Consideration will be payable to City
       Capital upon the closing of the Sale Transaction.  The
       Transaction Fee will not be less than $700,000.

   (d) In addition to any fees that may be payable to City
       Capital and, regardless of whether any transaction occurs,
       the Debtors will reimburse City Capital for all documented
       out-of-pocket expenses.

Rachel Corn Kluge, a Managing Director of the firm, assured the
Court that her 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.

Ms. Kluge disclosed that prior to the Petition Date, the Debtors
paid an initial non-refundable advisory fee of $50,000 to City
Capital and reimbursed the firm $5,815 in expenses incurred and
billed through the Petition Date.

                     About Quantum Foods

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

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

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

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

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

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

                           *     *     *

Quantum Foods had a deal to sell substantially all of its assets
for $54 million to a unit of Oaktree Capital Management LP, Raging
Bull Acquisition Co.  That deal, however, collapsed in May 2014.
Oaktree had sought a reduction of the purchase price on account of
an alleged deterioration in the business.  Talks between seller
and buyer were not fruitful and Oaktree canceled the contract.
Quantum Foods now has decided to pursue a dual-track liquidation
of its assets.

Raging Bull has filed a complaint against the Debtor, alleging
breach of the contract that required the buyer to pay $54 million
in cash and assume $30.3 million in debt.  Raging Bull wants
Quantum to return a $5.4 million deposit.


QUANTUM FOODS: Court Approves $45,000 Funding for Creditors Panel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
first amended final order authorizing Quantum Foods, LLC, et al.,
to (i) incur postpetition financing; and (ii) use cash collateral.

The amendment provides that in addition to funding the items in
the approved budget, the lenders will fund a $45,000 advance to be
used by the Creditors Committee to fund the Committee's pursuit of
bankruptcy recoveries.

The material amendments to the DIP facility include:

Milestones: The DIP Borrowers will comply with these covenants:

   * By May 15, 2014, the Debtors will file a motion under
Section 365 of the Bankruptcy Code requesting extension of the
date on which the Debtors must assume or reject leases to 210 days
after the entry of the order for relief.  Any order extending that
deadline will have been entered by the Bankruptcy Court on or
before May 28.

   * The Debtors will engage a liquidation firm satisfactory to
the agent to conduct a sale of all or substantially all of the
Borrowers' assets by May 15, and the Debtors will have obtained an
order of the Bankruptcy Court approving such engagement by May 28.

As reported in the Troubled Company Reporter on April 21, 2014,
Bankruptcy Judge Kevin Carey entered a final order authorizing
Quantum Foods to incur $60 million of postpetition financing and
use of cash collateral.  The Court's order was based upon the
declarations of Edgar Reilly and Michael Buenzow and after interim
and final hearings on the Debtors' motion.  The order provides the
Debtors' stipulations to the amount of prepetition debt to the
lenders, and the extent, priority and validity of the liens
securing the debts.  The order found that the Debtors had a need
for postpetition financing to continue operations, and that no
credit was available on more favorable terms.

The postpetition financing may be used to fund the Debtor's daily
operations and working capital needs and to roll-up all
outstanding prepetition amounts under the prepetition revolving
loan agreement.  The order grants the lenders first priority
priming liens on substantially all of the debtor's real and
personal property detailed in the order, and a superpriority
administrative claim status for all obligations owed, subject only
to a specified carve out for U.S. Trustee fees, fees for the
Debtor Professionals as limited by budget, $635,000 for Committee
Professionals, and $150,000 for the Debtor Professionals for
unpaid fees and expenses after the date of service of notice of
default under the order.  The Debtors are authorized to use cash
collateral subject to the approved budget and the terms and
conditions of the final order and post-petition financing
agreements.  The DIP Obligations under the order are due and
payable on August 18, 2014 or the occurrence of other events.

Among other requirements, the Debtors must make certain adequate
protection payments to the lenders of "reasonable documented out-
of-pocket costs and expenses of the [prepetition agent's and
lenders'] financial advisors and attorneys" and "cash interest at
the 'Default Rate' as provided in the Prepetition Financing
Agreements."  The Debtors also waived any right to surcharge the
lenders' collateral under Section 506(c) of the Bankruptcy Code.

The order also prohibited the use of the equitable doctrine of
"marshaling" or any other similar doctrine with respect to the
Debtors' collateral, entitled the lenders to all the rights and
benefits of Section 552(b) of the Bankruptcy Code, and prohibited
the Debtors from asserting the "equities of the case" exception
under Section 552(b).

The order also provided that the lenders were not required to file
proofs or claim or be required to comply with the U.S. Trustee fee
guidelines.  The Debtors must provide the Office of the U.S.
Trustee and the Committee's counsel invoices received from the
lenders during the chapter 11 cases and will reimburse the
lenders for such fees within 10 days of receipt unless a specific
written objection to the reasonableness of the amounts is made.

The Court also ordered that a status conference on the U.S.
Trustee's objection will be held on June 26, at 3:00 p.m.  The
hearing on the U.S. Trustee's objection will be held on July 2, at
4:00 p.m.

A copy of the Amended DIP Financing Order is available for free at
http://bankrupt.com/misc/Quantum_orderamend_DIPfinancing.PDF

                     About Quantum Foods

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

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

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

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

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

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

                           *     *     *

Quantum Foods had a deal to sell substantially all of its assets
for $54 million to a unit of Oaktree Capital Management LP, Raging
Bull Acquisition Co.  That deal, however, collapsed in May 2014.
Oaktree had sought a reduction of the purchase price on account of
an alleged deterioration in the business.  Talks between seller
and buyer were not fruitful and Oaktree canceled the contract.
Quantum Foods now has decided to pursue a dual-track liquidation
of its assets.

Raging Bull has filed a complaint against the Debtor, alleging
breach of the contract that required the buyer to pay $54 million
in cash and assume $30.3 million in debt.  Raging Bull wants
Quantum to return a $5.4 million deposit.


QUANTUM FOODS: Has Until Sept. 16 to Decide on Unexpired Leases
---------------------------------------------------------------
The Bankruptcy Court on June 3, 2014, entered an order extending
until Sept. 16, Quantum Foods, LLC, et al.'s time to assume or
reject these three remaining unexpired leases of nonresidential
real property:

   1. Industrial Building Lease, dated as of July 19, 2006, by and
between First Industrial Development Services, Inc. and GDC
Logistics, LLC, as assigned by that certain General Assignment,
dated as of Sept. 24, 2007, to The Realty Associates Fund VIII,
L.P., and as further amended by that certain First Amendment to
Industrial Building Lease, dated as of Feb. 1, 2013, and
guaranteed by Quantum Foods, LLC, Quantum Foods, Inc., Quantum
Foods 213-D, LLC, Quantum Culinary, LLC, and Choice One Foods,
LLC, for the premises commonly known as 550 West North Frontage
Road, Bolingbrook, Illinois;

   2. Industrial Building Lease, dated as of July 19, 2006, by and
between First Industrial Development Services, Inc. and Quantum
Culinary, LLC, as assigned by that certain assignment letter,
dated as of September 4, 2007, to Bolingbrook 525, LLC, and as
guaranteed by Quantum Foods, LLC, Quantum Foods 213-D, LLC, Choice
One Foods, LLC, GDC Logistics, LLC and Quantum Foods, Inc., for
the premises commonly known as 525 Crossroads Parkway,
Bolingbrook, Illinois; and

   3. Industrial Building Lease, dated as of July 19, 2006, by and
between First Industrial Development Services, Inc. and Quantum
Foods 213-D, LLC, as assigned by that certain assignment letter,
dated as of Sept. 4, 2007, to 750 Schmidt Road, LLC, and as
guaranteed by Quantum Foods, LLC, GDC Logistics, LLC, Choice One
Foods, LLC, Quantum Foods, Inc. and Quantum Culinary, LLC, for the
premises commonly known as 750 South Schmidt Road, Bolingbrook,
Illinois.

The Debtors and Raging Bull Acquisition, LLC, the stalking horse
bidder, engaged in negotiations regarding the purchase price for
substantially all of the Debtors' and the terms of the underlying
transaction.  Raging Bull has determined not to proceed with the
transaction and elected not to purchase substantially all of the
Debtors' assets.

In light of Raging Bull's decision, in consultation with their
advisors and their postpetition lender, determined that it is in
the estates' best interest to maximize value through the immediate
implementation of certain liquidation initiatives.

                     About Quantum Foods

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

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

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

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

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

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

                           *     *     *

Quantum Foods had a deal to sell substantially all of its assets
for $54 million to a unit of Oaktree Capital Management LP, Raging
Bull Acquisition Co.  That deal, however, collapsed in May 2014.
Oaktree had sought a reduction of the purchase price on account of
an alleged deterioration in the business.  Talks between seller
and buyer were not fruitful and Oaktree canceled the contract.
Quantum Foods now has decided to pursue a dual-track liquidation
of its assets.

Raging Bull has filed a complaint against the Debtor, alleging
breach of the contract that required the buyer to pay $54 million
in cash and assume $30.3 million in debt.  Raging Bull wants
Quantum to return a $5.4 million deposit.


QUANTUM FOODS: Can Hire Tiger to Assist in Turn-Key Asset Sale
--------------------------------------------------------------
The Bankruptcy Court entered an order dated June 3, 2014, (i)
approving the agency and sale agreement between Quantum Foods,
LLC, et al., and Tiger Remarketing Services with respect to the
sale of the Debtor's machinery, equipment, furniture and fixtures;
(ii) approving the agency and sale agreement between the Debtors
and Tiger Capital Group, LLC, with respect to the sale of the
Debtors' inventory and intellectual property; and (iii) approving
sale procedures relating to the turn-key assets.

The Debtors related that they attempted to sell all their assets
through a first-day sale motion, but Raging Bull Acquisition, LLC,
the stalking horse bidder, determined not to proceed with the
transaction.  Since then, the Debtors have explored various
options for selling the estates' assets and maximizing the value
to all stakeholders.

The Debtors proposed a dual-track process: they (a) will pursue
"turn-key' sales of groups of assets, on one track, and (b) at the
same time on the other track, retain Tiger and prepare for a
liquidation at public action if all the assets are not sold
through "turn-key" sales.  The Debtors submit that the dual-track
process requested through the motion is the best process to
maximize the potential value of the Debtors' assets.

The Court ordered that in the event that City Capital Advisors
secures a potential buyer of one or more of the Debtors' turn-key
assets, the Debtors would file motion to approve the proposed
turn-key assets sale by June 11, with objections to the motion to
be filed by June 16, a 12:00 noon; and the Court will hold a
hearing to approve the turn-key asset sale on June 17 a 11:00 a.m.

The pertinent terms of the FF&E Agreement are:

   a) The Debtors have agreed to retain Tiger to act as their
      exclusive agent to sell all FF&E at a publicly marketed
      sale.  Tiger agrees to use its professional skill, knowledge
      and experience, but makes no representations or warranties
      regarding the outcome of the FF&E sale, except to the extent
      as may be provided for in the FF&E Agreement.

   b) Tiger acknowledges that the Debtors have engaged City
      Capital to seek one or more Turn-Key Asset Sales. Tiger and
      City Capital agree to cooperate with each other in City
      Capital's efforts toward the Turn-Key Asset Sales.  In the
      event that City Capital obtains one or more purchasers
      acceptable to the Debtors by June 4, and approved by the
      Court on or before June 9, Tiger's engagement will
      automatically be terminated upon consummation of any such
      sales (it being understood that Tiger's engagement with
      respect to the FF&E not sold will continue).

   c) In the absence of Turn-Key Asset Sales approved by the
      Court by June, 9, consistent with the Liquidation
      Procedures, Tiger will schedule the auction of FF&E to
      occur no later than the week of June 23.  Upon execution
      of the FF&E Agreement, Tiger will be authorized to begin
      immediate preparation and promotion of the FF&E auction.

   d) the Debtors authorize Tiger to sell the FF&E, in whole
      or in part, at live, online or sealed bid auction(s) and
      private sale(s) to the highest bidder thereof.

   e) Tiger's fees, which will be charged on the Gross Sales, are:

         i) Gross Sales proceeds received from $0 to $7,500,000
            will be subject to a 6.0% commission; plus

        ii) Gross Sales proceeds received in excess of $7,500,001
            but less than or equal to $8,500,000 will be subject
            to a 7.0% commission, plus iii) Gross Sales proceeds
            received in excess of $8,500,001 will be subject to
            a 8.5% commission.

   f) Tiger will be entitled to reimbursement for all reasonable
      and necessary FF&E sale related expenses incurred in
      preparing for and conducting the FF&E sale, including labor,
      marketing, supplies and other related costs.

   g) Tiger will assess auction purchasers a 15% buyers' premium,
      which will be added to the high bid prices to comprise the
      gross sales. Additionally, third party online webcast
      services may assess up to an additional 3% buyers' premium
      to online bidders, payable directly to the webcast service.

   h) In the event that all or a subset of the assets are sold
      as a package prior to the auction, and such package of
      assets is sold to a purchaser who will utilize them in-place
      at a Debtor's Facility, Tiger will be entitled to 2.5% of
      sale proceeds attributable to the Turn-Key Pre-Sale, well as
      reimbursement of costs incurred.

   i) Tiger intends to work with Schneider Industries, Inc., a
      party unrelated to Tiger, in connection with the engagement.

A copy of the FF&E Agreement is available for free at
http://bankrupt.com/misc/Quantum_ordersaleTiger.PDF

Griffin Capital Corporation, in its capacity as agent for the fee
owners of 750 South Schmidt Road, Bolingbrook, Illinois; and 525
Crossroads Parkway, Bolingbrook, Illinois -- the Main Plant --
asserted a limited objection and reservation of rights to the
relief requested in the Debtors' motion.

General Electric Capital Corporation also filed an objection.
GECC said Tiger is not "disinterested."  Tiger has inappropriate
connections with the secured lenders that improperly incentivize
Tiger to increase value allocated to assets on which the DIP
lenders have the first-priority lien and to decrease value
allocated to assets on which other parties-in-interest, such as
GECC, have the first-priority security interest.  The procedures
and the Debtors' agreement with Tiger also seek to inappropriately
limit or prime GECC's security interest or surcharge the
equipment.

GECC is represented by:

         Kurt F. Gwynne, Esq.
         Lucy Qiu, Esq.
         REED SMITH LLP
         1201 Market Street, Suite 1500
         Wilmington, DE 19801
         Tel: (302) 778-7550
         Fax: (302) 778-7575
         E-mails: kgwynne@reedsmith.com
                  lqiu@reedsmith.com

The Realty Associates Fund VIII, L.P., a lessor of nonresidential
real property to Debtor GDC Logistics, joined the objections of
GECC and PNC Equipment Finance, LLC, and to the limited objection
of Griffin Capital.

                     About Quantum Foods

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

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

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

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

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

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

                           *     *     *

Quantum Foods had a deal to sell substantially all of its assets
for $54 million to a unit of Oaktree Capital Management LP, Raging
Bull Acquisition Co.  That deal, however, collapsed in May 2014.
Oaktree had sought a reduction of the purchase price on account of
an alleged deterioration in the business.  Talks between seller
and buyer were not fruitful and Oaktree canceled the contract.
Quantum Foods now has decided to pursue a dual-track liquidation
of its assets.

Raging Bull has filed a complaint against the Debtor, alleging
breach of the contract that required the buyer to pay $54 million
in cash and assume $30.3 million in debt.  Raging Bull wants
Quantum to return a $5.4 million deposit.


RADIOSHACK CORP: Reports Financial Results for Period Ended May 3
-----------------------------------------------------------------
Radioshack Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $98.3 million on $736.7 million of net sales and operating
revenues for the 13 weeks ended May 3, 2014, as compared with a
net loss of $28 million on $848.4 million of net sales and
operating revenues for the three months ended April 30, 2013.

As of May 3, 2014, Radioshack had $1.32 billion in total assets,
$1.25 billion in total liabilities and $72.6 million in total
stockholders' equity.

Joseph C. Magnacca, chief executive officer, said, "Overall, our
first quarter performance was challenged by an industry-wide
decline in consumer electronics and a soft mobility market which
impacted traffic trends throughout the quarter.  In particular,
our mobility business was weak due to lackluster consumer interest
in the current handset assortment and increased promotional
activities across the industry including the wireless carriers.
This resulted in disappointing sales and gross margin
performance."

The Company ended the quarter with total liquidity of $423.7
million at May 3, 2014, including $61.8 million in cash and cash
equivalents and $361.9 million of availability under the 2018
Credit Agreement.  This availability is net of letters of credit
totaling $67.8 million outstanding at May 3, 2014.  The Company's
total debt was $614.5 million at May 3, 2014, which matures
between 2018 and 2019. Subsequent to the end of the quarter, the
Company drew on the 2018 Credit Facility for general corporate
purposes.  As of June 9th, the Company had outstanding borrowings
of $35 million under the 2018 Credit Facility.  The Company
expects to further utilize the 2018 Credit Facility during the
remainder of the year.

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

                        http://is.gd/CtvwOE

                  About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.

Troubled Company Reporter, citing The Wall Street Journal,
reported on March 5, 2014, that RadioShack plans to cut back its
store count, after a sharp drop in sales over the holidays left it
with a $400 million loss in 2013.  The electronics retailer said
it could close as many as 1,100 U.S. stores -- one out of every
four that it operates itself -- underscoring the difficulty it has
had adapting to a fast changing consumer landscape.


ROOMLINX INC: Posts $539K Net Loss in March 31 Quarter
------------------------------------------------------
RoomLinx, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $539,378 on $1.63 million of total
revenues for the three months ended March 31, 2014, compared with
a net loss of $1.4 million on $2.01 million of total revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $6.24
million in total assets, $10.75 million in total liabilities, and
a stockholders' deficit of $4.5 million.

The Company has experienced recurring losses and negative cash
flows from operations.  At March 31, 2014, the Company had
approximate balances of cash and cash equivalents of $2.08
million, working capital deficit of $1.15 million, and accumulated
deficit of $42.25 million.  To date the Company has in large part
relied on debt and equity financing to fund its shortfall in cash
generated from operations.  As of March 31, 2014, the Company has
available approximately $19.8 million under its line of credit.
The Company's cash balance has remained relatively constant
through the twelve months ended March 31, 2014.  If the Company is
unable to borrow additional funds under the line of credit or
obtain financing from alternative sources, the Company estimates
its current cash and cash equivalents are sufficient to fund
operations for at least the next twelve months.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern, according to the Company's regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/4gOPE3

                         About RoomLinX

Headquartered in Bloomfield, Colorado, RoomLinX, Inc. (PINKSHEETS:
RMLX) -- http://www.roomlinx.com/-- is a pioneer in Broadband
High Speed Wireless Internet connectivity, specializing in
providing the most advanced Wi-Fi Wireless and Wired networking
solutions for High Speed Internet access to Hotel Guests,
Convention Center Exhibitors, Corporate Apartments, and Special
Event participants.  Designing, deploying and servicing site-
specific wireless networks for the hospitality industry is
RoomLinX's core competency.


SAN DIEGO HOSPICE: Wells Fargo Wins Stay Relief
-----------------------------------------------
In the Chapter 11 case of San Diego Hospice & Palliative Care
Corporation, the Bankruptcy Court terminated on May 12, 2014, the
automatic stay as to Wells Fargo Bank, N.A.'s interest in certain
investment accounts, subject to a Liquidating Trustee Agreement
and a Bank Agreement which were approved by the Court on May 1.

The Bankruptcy Court approved on May 1:

   1. the Liquidating Trustee Agreement between Richard M.
Kipperman as Liquidating Trustee of the Liquidating Trust of San
Diego Hospice & Palliative Care Corporation and San Diego Hospice
Foundation, Inc., including the releases contained therein
pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure; and

   2. the Bank Agreement between the Foundation and Wells Fargo
Bank, N.A. pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure.

Pursuant to the notes, revolving lines of credit, security
agreements and custody agreements executed by the Debtor in favor
of the Bank and its predecessors in interest, Wells Fargo asserts
that (i) the Debtor owes the Bank $4,082,261 as of Jan. 24, 2014,
and (ii) the Bank has a security interest in, inter alia, account
numbers xxxxx800, xxxxx801, xxxxx803 and xxxxx400 maintained with
the Investments & Fiduciary Services Group of WFB.

The Liquidating Trustee Agreement provides that the Foundation
will pay $1.4 million to the estate.

The Bank Agreement (i) resolves the Bank's motion for relief from
the automatic stay in the case; (ii) provides for a procedure for
payment of the Wells Fargo Loan; and (iii) eliminates a potential
claim against the Liquidating Trust in excess of $4 million.

In lifting the automatic stay, the Court said granting the Bank's
motion will not affect the claims or rights of parties claiming an
interest in the investment accounts, including, but not limited
to, Richard P. Woltman, trustee of the William Soroka Charitable
Trust and of the Woltman Family Trust and the Price Philanthropies
Foundation.

On June 14, 2013, Wells Fargo requested for relief from the
automatic stay with respect to the investment accounts so the Bank
may liquidate the amount necessary in the investment accounts to
full satisfy its outstanding loan.

The Bank and the Foundation entered into a settlement, release and
forbearance agreement that was approved by the Court on May 1.

The Bankruptcy Court has terminated the hearing on the opposition
filed by Richard Woltman, trustee of the William Soroka Charitable
Trust and of The Woltman Family Trust, to Wells Fargo's motion for
relief from stay.  Trustee Woltman has withdrawn his objection to
Wells Fargo motion.

Price Family Charitable, for the benefit of the Doris Howell
Children's [Irrevocable] Trust, has withdrawn its objection to the
motion of Wells Fargo Bank, N.A., for relief from the automatic
stay and joinder in oppositions filed by San Diego Hospice &
Pallative Care Corporation and the William Soroka Charitable Trust
and Woltman Family Trust filed on April 23, 2014.

On May 2, the Foundation filed a corrected notice of its
withdrawal of opposition to Wells Fargo's motion for stay relief.

Price Family is represented by:

         Lynne R. Lasry, Esq.
         SANDLER, LASRY, LAUBE, BYER & VALDEZ LLP
         402 West Broadway, suite 1700
         San Diego, CA 92101-3542
         Tel: (619) 235-5655
         Fax: (619) 235-5648
         E-mail: llasry@sllbv.com

Mr. Woltman is represented by:

         Dean T. Kirby, Jr., Esq.
         Roberta S. Robinson, Esq.
         KIRBY & McGUINN, A P.C.
         707 Broadway, Suite 1750
         San Diego, CA 92101
         Tel: (619) 685-4000
         Fax: (619) 685-4004

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

Judge Margaret M. Mann on Sept. 23, 2013 confirmed the First
Amended Liquidating Plan, as modified on Aug. 27, 2013, and on
Sept. 18, jointly proposed by San Diego Hospice and Palliative
Care Corporation and its Official Committee of Unsecured
Creditors.  The Plan effectuates a distribution of the assets of
the estate to creditors in accordance with the priorities set
forth in the Bankruptcy Code.  The Plan provides that all of the
Debtor's Assets, to the extent they have not already been
liquidated, will be liquidated through a liquidating trust and the
proceeds will be utilized to pay Allowed Claims pursuant to the
terms of the Plan and to fund the Liquidating Trust Expenses.

Jeffrey Isaacs, Esq., at Procopio, Cory, Hargreaves & Savitch LLP,
represents the Debtor.  Samuel R. Maizel, Esq., at Pachulski Stang
Ziehl & Jones LLP, represents the Committee.


SAN DIEGO HOSPICE: Accord Resolves Ross' Motion for Stay Relief
---------------------------------------------------------------
The Liquidating Trust of San Diego Hospice & Pallative Care
Corporation, through Richard M. Kipperman, the liquidating Trustee
of the Liquidating Trust, and Leilani Ross entered into a
stipulation resolving Ms. Ross' motion for relief from automatic
stay.

On Oct. 8, 2013, Ms. Ross filed a motion to (i) modify the
automatic stay to liquidate her claim in state court or district
court and (ii) for relief from the Plan injunction to liquidate
the claim in State Court or District Court.

Pursuant to the stipulation, the parties agreed that:

   1. Ms. Ross will be relieved from the automatic stay and any
injunction under the Plan to commence litigation outside of the
Bankruptcy Court;

   2. the Liquidating Trustee will advance up to the full
retention amount under an insurance the policy.  If Ms. Ross
obtains a recovery in the litigation, Ms. Ross will refund the
Liquidating Trust in the amount equal to the lesser of (a) one-
half of the amount of the recovery, and (b) 50 percent of the
retention amount; and

   3. any claim by Ms. Ross against the estate and the Liquidating
Trust will be limited to the amount of any judgment obtained in
the litigation (up to a maximum of $2,950,000), less any amounts
actually paid by the insurer to Ms. Ross.

The Court scheduled a June 5 hearing on the approval of the
stipulation.

The Liquidating Trustee and SDH Trust Committee are represented
by:

         Samuel R. Maizel, Esq.
         Scotta E. McFarland, Esq.
         Jeffrey L. Kandel, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., Suite 1300
         Los Angeles, CA 90067-4003
         Tel: (310) 277-6910
         Fax: (310) 201-0760
         E-mails: smizel@pszjlaw.com
                  smcfarland@pszjlaw.com
                  jkandel@pszjlaw.com

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

On April 30, 2013, San Diego Hospice received Court authority to
sell its unused 24-bed hospice facility to Scripps Health for
$16.55 million.  Scripps made the opening bid of $10.7 million at
the auction that took place before the sale-approval hearing.  The
other bidder was Sharp Healthcare.  The sale is also subject to
approval by regulators in California.

Judge Margaret M. Mann on Sept. 23, 2013 confirmed the First
Amended Liquidating Plan, as modified on Aug. 27, 2013, and on
Sept. 18, jointly proposed by San Diego Hospice and Palliative
Care Corporation and its Official Committee of Unsecured
Creditors.  The Plan effectuates a distribution of the assets of
the estate to creditors in accordance with the priorities set
forth in the Bankruptcy Code.  The Plan provides that all of the
Debtor's Assets, to the extent they have not already been
liquidated, will be liquidated through a liquidating trust and the
proceeds will be utilized to pay Allowed Claims pursuant to the
terms of the Plan and to fund the Liquidating Trust Expenses.

Jeffrey Isaacs, Esq., at Procopio, Cory, Hargreaves & Savitch LLP,
represents the Debtor.  Samuel R. Maizel, Esq., at Pachulski Stang
Ziehl & Jones LLP, represents the Committee.


SANCHEZ ENERGY: Moody's Rates New $700MM Unsecured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Sanchez Energy
Corporation's proposed $700 million unsecured notes due 2023.
Sanchez's other ratings and positive outlook remained unchanged.

Net proceeds from this offering will be used to finance the
pending $639 million Catarina acquisition in the Eagle Ford Shale,
repay borrowings under Sanchez's revolving credit facility, and
for general corporate purposes. This debt issuance was
contemplated in Moody's rating action on May 23, 2014 when Moody's
changed Sanchez's outlook to positive from stable, following its
announced agreement to acquire the Catarina properties from
certain subsidiaries of Royal Dutch Shell Plc (Shell, Aa1 stable).

Issuer: Sanchez Energy Corporation

Assignments:

US$700M Senior Unsecured Regular Bond/Debenture, Assigned B3
(LGD4, 63%)

Ratings Rationale

The new notes will rank pari passu with Sanchez's existing $600
million 7.75% senior unsecured notes, and hence will have the same
B3 rating. Given the priority claim and the significant size of
the senior secured revolving credit facility in Sanchez's capital
structure, unsecured notes are rated one notch below Sanchez's B2
Corporate Family Rating (CFR) under Moody's Loss Given Default
Methodology.

The B2 CFR is underpinned by Sanchez's oil-weighted asset base and
strong cash margins, meaningful leasehold acreage in one of the
largest and most active unconventional resource plays in the US,
improving operational performance notwithstanding its short
operating history, and visible production and reserves growth
through 2015. Sanchez's ratings are restrained by its limited
scale, early stage and concentrated upstream operations in the
Eagle Ford Shale, high debt levels relative to average daily
production and PD reserves. The company's acquisition driven
growth strategy and large capital spending program over the next
several years entails execution and funding risks and involves
significant drilling for lease retention.

The positive outlook reflects Moody's belief that Sanchez will be
able to successfully integrate its recently acquired assets and
grow production and reserves without increasing leverage. Moody's
would consider an upgrade if Sanchez can sustain production in
excess of 40,000 boe/day, hold the debt to average daily
production ratio below $35,000 per boe and maintain a retained
cash flow (RCF)/debt ratio above 35% on a sustained basis.
Accelerated capital spending leading to weak liquidity could
prompt a downgrade. A material increase in leverage could also
trigger a negative rating action; more specifically, if the debt
to average daily production ratio remains above $45,000 per boe
over a protracted period then the ratings could be downgraded.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry 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.

Sanchez Energy Corporation is an independent oil and gas
exploration and production company focused on the Eagle Ford Shale
in South Texas.


SCOTTSDALE VENETIAN: Sierra Consulting Approved as Expert Witness
-----------------------------------------------------------------
Bankruptcy Judge Brenda K. Martin authorized Scottsdale Venetian
Village, LLC, to expand the scope of Sierra Consulting Group,
LLC's engagement to include expert witness services.

Sierra's engagement is expanded to include the preparation of
expert reports, the provision of expert testimony at deposition
and at trial, and the performance of all other tasks necessary for
Sierra to serve as an expert witness with respect to confirmation
of the plan of reorganization proposed by the Debtor.

The Debtor, in its motion, stated that it does not intend to
modify any of the financial terms of the current engagement of
Sierra, but only to expand the scope of Sierra's engagement to
include expert witness services.

As reported in the Troubled Company Reporter on Aug. 2, 2013,
Sierra was initially expected to perform financial analyses and
review of the Debtor's overall historic books and records; and
serve as Debtor's financial expert in its bankruptcy proceedings.

Sierra will charge bill standard hourly rates of $95 to $345 for
their services.

Edward Burr, managing principal of Sierra Consulting Group LLC and
its wholly owned subsidiary, Sierra Real Estate Solutions, LLC,
assured the Court that his firm is a "disinterested person" as
defined in 11 U.S.C. Sec. 101.  Sierra does not hold or represent
any interest adverse to the Debtor's estate, he said.  He may be
reached at:

     Edward M. (Ted) Burr, Jr. CTP, CIRA
     SIERRA CONSULTING GROUP, LLC
     Two North Central Avenue, Suite 700
     Phoenix, AZ 85004
     Tel: 602-424-7007
     E-mail: tburr@sierracgllc.com

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

As reported in the March 12, 2014 edition of the TCR, Scottsdale
Venetian Village LLC has won approval of the disclosure statement
explaining its proposed Chapter 11 plan.  The bankruptcy judge
approved the disclosure statement after the Debtor resolved the
objection made by First National Bank of Hutchinson.

Scottsdale Venetian Village amended the Plan documents on Feb. 27,
2014, to incorporate terms reached with the buyer for the Debtor's
interests in the Days Hotel in Scottsdale, Arizona.


SEARS METHODIST: Case Summary & 24 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                         Case No.
       ------                                         --------
       Sears Methodist Retirement System, Inc.        14-32821
       2100 Ross Avenue, 21st Floor
       Dallas, TX 75201

       Sears Caprock Retirement Corporation           14-32822

       Sears Methodist Centers, Inc.                  14-32824

       Sears Plains Retirement Corporation            14-32825

       Sears Methodist Foundation                     14-32827

       Sears Panhandle Retirement Corporation         14-32828

       Canyons Senior Living, L.P.                    14-32829

       Odessa Methodist Housing, Inc.                 14-32831

       Sears Brazos Retirement Corporation            14-32832

       Sears Permian Retirement Corporation           14-32833

       Sears Tyler Methodist Retirement Corporation   14-32834

       Senior Dimensions, Inc.                        14-32835

Type of Business: Senior living industry

Chapter 11 Petition Date: June 10, 2014

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

Judge: Hon. Stacey G. Jernigan

Debtors' Counsel: Vincent P. Slusher, Esq.
                  Andrew Zollinger, Esq.
                  DLA PIPER LLP (US)
                  1717 Main Street, Suite 4600
                  Dallas, TX 75201-4629
                  Tel: (214) 743-4500
                  Fax: (214) 743-4545
                  Email: vincent.slusher@dlapiper.com
                         andrew.zollinger@dlapiper.com

                    - and -

                  Thomas R. Califano, Esq.
                  Gabriella L. Zborovsky, Esq.
                  Jacob S. Frumkin, Esq.
                  DLA PIPER LLP (US)
                  1251 Avenue of the Americas
                  New York, NY 10020-1104
                  Tel: (212) 335-4500
                  Fax: (212) 335-4501
                  Email: thomas.califano@dlapiper.com
                         gabriella.zborovsky@dlapiper.com
                         jacob.frumkin@dlapiper.com

Debtors'
Financial
Advisor:          ALVAREZ & MARSAL HEALTHCARE INDUSTRY GROUP, LLC
                  Paul Rundell
                  55 West Monroe Street, Suite 4000
                  Chicago, IL 60603
                  Telephone: (312) 601-4220

Debtors'
Investment
Banker:           CAIN BROTHERS & COMPANY, LLC
                  360 Madison Avenue, 5th Floor
                  New York, NY 10017
                  Telephone: (212) 869-5600

Debtors'
Notice, Claims
and Solicitation
Agent:            GCG INC.

Total Assets: $34.1 million as of January 2014

Total Liabilities: $103.8 million as of January 2014

The petitions were signed by Paul Rundell, chief restructuring
officer.

List of Debtor's 24 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Life Care Services LLC                 Trade           $878,995
Capital Square
400 Locust Ste 820
Des Moines, IA 50309-2334
Tel: 515-875-4500
Fax: 515-875-4780
Email: info@lcsnet.com

Cliftonlarson Allen LLP                Trade            $157,200

Texas Methodist Foundation             Trade             $92,034

Relias Learning, LLC                   Trade             $25,600

Carls McDonald & Dalrymple LLP         Trade             $20,552

Century Plaza I and II                 Trade             $10,332

Advantage Resourcing                   Trade              $7,261

Hilton Garden Inn Abilene              Trade              $6,270

Abilene Family Health Care             Trade              $5,833

Lost Creek Point                       Trade              $5,200

The Ultimate Software Group, Inc.      Trade              $4,967

Chatelle and Associates                Trade              $4,000

Business Records Management            Trade              $3,471

Wyndham Dallas Love Field              Trade              $3,395

Texas Tech University Health           Trade              $2,880
Sciences Center

Toner Tiger Inc.                       Trade              $2,568

Simpletc, Inc.                         Trade              $1,900

ServiceMaster By A-Town/Hi-Tech        Trade              $1,650

Texas Health and Human Services        Trade              $1,086
Commission

Earn Services LLC                      Trade              $1,077

Automated Copy Systems, Inc.           Trade              $1,012

Copy Sense                             Trade                $918

Restoration Unlimited                  Trade                $790

E-Health Data                          Trade                $650


SIMPLEXITY LLC: Court Denies Chapter 7 Conversion Bid
-----------------------------------------------------
Bankruptcy Judge Kevin Gross, according to a minute entry, denied
the motion to convert the Chapter 11 case of Simplexity, LLC, et
al., to one under Chapter 7 of the Bankruptcy Code.

Fifth Third Bank sought conversion of the Debtors' cases.  It said
the cases must be converted to chapter 7 so that a chapter 7
trustee can administer the estates' principal remaining assets,
which consist of avoidance actions and certain other causes of
action.

The Debtors, in their objection, stated that the filing of the
motion is another in a series of attempts by Fifth Third to exert
control over the Chapter 11 Cases it has refused to adequately
fund.

In support of the motion to convert, Fifth Third Bank, in its
capacity as DIP Agent and Pre-Petition Senior Secured
Agent, responded to the Debtors' objection, stating that the
Debtors are no longer operating businesses; does not generate no
cash flow; have no assets to liquidate other than litigation
claims, are in default of the DIP order and are incurring mounting
administrative claims.

In a separate filing, the Official Committee of Unsecured
Creditors objected to the motion, stating that the manifest
waste of the investment of investigative resources to date, as
well as the delay and further waste that would be needed for new
sets of professionals to get up to speed if these cases are
converted, will do far more harm to creditors than FTB's alleged
concerns about the cases remaining in chapter 11.

Meanwhile, a stipulation approved by the Bankruptcy Court last
month provides that the Committee may have until June 13 to
investigate and file a challenge to the validity, security amount,
or priority of the lenders' liens on the Debtors' assets.  The
stipulation was entered among the Debtors, the Committee and Fifth
Third Bank, as the prepetition senior secured agent.

Fifth Third Bank is represented in the case by:

         Paul N. Heath, Esq.
         Zachary I. Shapiro, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         E-mail: heath@rlf.com
                 shapiro@rlf.com

              - and -

         Randall L. Klein, Esq.
         Jeremy M. Downs, Esq.
         Prisca M. Kim, Esq.
         GOLDBERG KOHN LTD.
         55 East Monroe Street, Suite 3300
         Chicago, IL 60603-5792
         Tel: (312) 201-4000
         Fax: (312) 332 2196
         E-mail: randall.klein@goldbergkohn.com
                 jeremy.downs@goldbergkohn.com
                 prisca.kim@goldbergkohn.com

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

                           *     *     *

As reported by the TCR on May 5, 2014, Bankruptcy Judge Kevin
Gross approved the sale of certain equipment, intellectual
property, contract rights and other assets of Simplexity LLC and
Simplexity Services LLC to Wal-Mart Stores, Inc., pursuant to the
asset purchase agreement dated March 20, 2014.  Wal-Mart will pay
$10 million and assume liabilities.


SIMPLEXITY LLC: Amends Asset Purchase Agreement with Wal-Mart
-------------------------------------------------------------
Simplexity, LLC, et al., ask the Bankruptcy Court to approve the
amendment to the asset purchase agreement and the amended schedule
of cure costs.

The first amendment dated April 30 revises the Asset Purchase
Agreement dated March 20, by and among Wal-Mart Stores, Inc., a
Delaware corporation, and the Debtors.

On April 30, 2014, the Court authorized the sale of certain of the
Debtors' assets; and approved (i) the APA and ancillary
agreements; and (ii) the assumption and assignment of executory
contracts and unexpired leases.

The Amendment provides that, among other things:

   (a) Section 2.6 of the Agreement is amended by deleting the
words "by wire transfer of immediately available funds to a bank
account designated in writing by the sellers to the buyer at least
two business days prior to the closing date" and by inserting
after the words "$10,000,000" the following: "in respect of the
purchased assets set forth in Section 2.1(a)-(g) and $241,167 in
respect of the other assets and items set forth in Schedule
2.1(h)".

   (b) Section 2.7(b)(i) of the Agreement is amended by adding
these words before the semicolon "; provided that the parties
hereby acknowledge that transfer of certain equipment included in
the purchased assets may take place not more than 15 business days
following the closing date to the extent such additional time is
necessary for removal of confidential information of former
customers or partners of the sellers in accordance with Section
5.2(b)".

   (c) Section 2.7(c)(i) of the Agreement is amended by deleting
the words "the purchase price" and inserting in place thereof the
words "one-half of the purchase price less the amount of any
transfer taxes payable by the sellers pursuant to Section 8.2 and
Designated Cure Costs".

   (d) Section 2.7(c)(ii) and (iv) of the Agreement are amended by
adding the following words before the semicolon "to the extent
Buyer is contemplated to be a party thereto".

   (e) Section 2.7(c)(v) of the Agreement is amended by deleting
the word "executive" therein.

   (f) A new Section 2.7(d) will be added to the Agreement which
will state in its entirety the following: "Promptly (but in no
event later than two business days) following the date upon which
all of the purchased assets have been transferred to the buyer in
accordance with Section 2.7(b)(i), the buyer will deliver or cause
to be delivered to the sellers the other half of the Purchase
Price (without setoff or deduction, unless otherwise agreed to by
the parties)."

   (g) A new Section 2.7(e) will added to the agreement which will
state in its entirety the following: "Attached hereto as Schedule
2.7(e) are wiring instructions for delivery of the Purchase Price
in accordance with Section 2.7(c)(i) and Section 2.7(d) hereof."

On April 28, the Debtors notified the Bankruptcy Court that they
received no qualified bidders with respect to stalking horse
assets, and that the auction is canceled.

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

                           *     *     *

As reported by the TCR on May 5, 2014, Bankruptcy Judge Kevin
Gross approved the sale of certain equipment, intellectual
property, contract rights and other assets of Simplexity LLC and
Simplexity Services LLC to Wal-Mart Stores, Inc., pursuant to the
asset purchase agreement dated March 20, 2014.  Wal-Mart will pay
$10 million and assume liabilities.


SIMPLEXITY LLC: July 16 Hearing on Executory Contracts Rejection
----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 16, 2014, at
2:00 p.m., to consider Simplexity, LLC, et al.'s third motion for
authorization to reject certain executory contracts effective as
of June 2, 2014.  Objections, if any, are due June 16 at 4:00 p.m.

Prior to the Petition Date, the Debtors entered into certain
executory contracts for goods or services used to facilitate their
business operations.  As the Debtors have ceased operations and
are in the process of liquidating their remaining assets, the
Debtors have determined that the majority of the executory
contracts are not necessary for the maintenance and sale of the
Debtors' assets.  The Debtors have determined that these executory
contracts are no longer necessary:

  Non-Debtor Counterparty   Entity Address        Contract Date
  -----------------------   --------------        -------------
  Accertify                  1075 Hawthorn Drive     8/28/2013
                             Itasca, IL 60143

  Accertify                  1075 Hawthorn Drive     5/31/2012
                             Itasca, IL 60143

Pursuant to the sale order dated April 30, 2014, all licenses and
products of the Debtors from Microsoft will be deemed rejected
upon final consummation of the sale approved by the sale order.

On April 30, the Debtors requested for permission to reject
certain executory contracts effective as of that date.  On June 2,
the Court entered its order authorizing the relief requested in
the first rejection motion.  A copy of the list of the rejected
contracts is available for free at:

    http://bankrupt.com/misc/SIMPLEXITY-326_contractrejord.pdf

Qualution Systems, Inc., filed a limited objection and reservation
of rights with respect to the Debtors' motion for entry of an
order authorizing the rejection of the April 30 contracts.

On May 30, the Debtors filed a second motion to reject executory
contracts effective as of that date.  The Debtors scheduled a
July 16 hearing on the matter.  Objections, if any, are due June
13, at 4:00 p.m.

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

                           *     *     *

As reported by the TCR on May 5, 2014, Bankruptcy Judge Kevin
Gross approved the sale of certain equipment, intellectual
property, contract rights and other assets of Simplexity LLC and
Simplexity Services LLC to Wal-Mart Stores, Inc., pursuant to the
asset purchase agreement dated March 20, 2014.  Wal-Mart will pay
$10 million and assume liabilities.


SIMPLEXITY LLC: Rutberg & Co. Approved as Investment Banker
-----------------------------------------------------------
The Bankruptcy Court authorized Simplexity, LLC, et al., to employ
Rutberg & Co. as investment banker.

Fifth Third Bank, as Prepetition senior secured agent and DIP
Agent, objected to the Debtors' application to employ Rutberg &
Co., stating that, among other things:

   1. the Debtors have not provided sufficient evidence to
      support the retention application;

   2. the terms of the Rutberg's engagement are patently
      unreasonable; and

   3. the success fee may not be paid from the proceeds of
      Fifth Third's collateral.

As reported in the Troubled Company Reporter, Roberta A.
DeAngelis, U.S. Trustee for Region 3, on April 11 filed a
supplement to her objection stating that a provision in the
engagement letter grants Rutberg a limitation of liability that is
not warranted, not permissible for those performing the services
and inconsistent with prior decisions of the bankruptcy court in
the District of Delaware.

In her first objection, the U.S. Trustee stated that Rutberg's
$600,000 success fee does not appear to be proper because the firm
may have had little to do with Walmart's stalking horse bid and
the execution of the asset purchase agreement between Walmart and
the Debtors.

As reported in the TCR on April 10, 2014, Frank C. Bennett III
attested that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm will, among other things, provide these services:

a. assist the Debtors in preparing descriptive materials and
   presentations, and develop a strategy for marketing the
   business to potential financial and/or strategic investors
   and exploring various strategic alternatives available to
   the company;

b. identifying and evaluating potential financial and/or
   strategic investors in cooperation with the Debtors; and

c. contacting prospective investors with the company's prior
   authorization to determine the their level if interest in
   a transaction.

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.

                           *     *     *

As reported by the TCR on May 5, 2014, Bankruptcy Judge Kevin
Gross approved the sale of certain equipment, intellectual
property, contract rights and other assets of Simplexity LLC and
Simplexity Services LLC to Wal-Mart Stores, Inc., pursuant to the
asset purchase agreement dated March 20, 2014.  Wal-Mart will pay
$10 million and assume liabilities.


SOLAVEI LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Solavei LLC
        10500 NE 8th Street
        Bellevue, WA 98004

Case No.: 14-14505

Chapter 11 Petition Date: June 11, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Timothy W. Dore

Debtor's Counsel: Armand J Kornfeld, Esq.
                  BUSH STROUT & KORNFELD LLP
                  601 Union St Ste 5000
                  Seattle, WA 98101
                  Tel: 206-292-2110
                  Email: jkornfeld@bskd.com

                    - and -

                 Christine M Tobin-Presser, Esq.
                 BUSH STROUT & KORNFELD LLP
                 601 Union St Ste 5000
                 Seattle, WA 98101
                 Tel: 206-292-2110
                 Email: ctobin@bskd.com

Total Assets: $5.27 million

Total Liabilities: $63.10 million

The petition was signed by Richard A. White, general counsel and
secretary.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-14505.pdf


SPANISH BROADCASTING: Third Avenue Holds 16.4% of Class A Shares
----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Third Avenue Management LLC reported that as of
May 31, 2014, it beneficially owned 681,587 shares of
Class A common stock of Spanish Broadcasting System, Inc.,
representing 16.36 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                        http://is.gd/3NP785

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at March 31, 2014, showed $466.08
million in total assets, $526.56 million in total liabilities and
a $60.47 million total stockholders' deficit.  Spanish
Broadcasting reported a net loss of $88.56 million in 2013, as
compared with a net loss of $1.28 million in 2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPENCER GIFTS: Moody's Assigns B2 Rating on $360MM Sr. Sec. Debt
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Spencer Gifts
LLC's and Spirit Halloween Superstores LLC's proposed $360 million
senior secured term loan due 2021. Concurrently, Moody's affirmed
SSH Holdings, Inc.'s ("Spencer") B2 Corporate Family Rating
("CFR") and B2-PD Probability of Default Rating ("PDR"). The
outlook remains stable.

Proceeds from the proposed term loan will be used to refinance
Spencer's $175 million senior secured notes and $165 million
senior HoldCo PIK toggle notes and pay for transaction expenses.

Moody's views the refinancing as modestly credit positive, since
it will reduce annual interest expense by approximately $10
million. In addition, the company no longer plans to buy
Brookstone, which is credit positive since Spencer will avoid
potential near-term management distraction, as well as supportive
for liquidity as the company's cash balance will be $30 million
higher than previously anticipated. However, the rating is
currently somewhat weakly positioned in the B2 rating category,
given the company's high leverage and continuing headwinds from
weak mall traffic. Moody's expects lease-adjusted leverage to
improve modestly in the next 12-18 months, driven by continued
growth in the Spirit segment and steady performance at Spencer's.

Following the close of the transaction, the existing notes ratings
will be withdrawn, and the CFR, PDR and outlook will be moved to
Spencer Spirit Holdings, Inc. from SSH Holdings, Inc.

Rating actions:

Issuer: SSH Holdings, Inc.

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

Stable Outlook

Issuer: Spencer Gifts LLC and Spirit Halloween Superstores LLC

Proposed $360 million senior secured term due 2021, assigned B2
(LGD 4, 51%)

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

Ratings Rationale

Spencer's B2 Corporate Family Rating considers the company's high
pro-forma lease-adjusted leverage in the low 6.0 times and
aggressive financial policies including a history of debt-financed
shareholder distributions. The rating also reflects Spencer's
limited scale, significant reliance on the Halloween season, and
highly discretionary product offerings at the Spencer's segment,
which appeal to a narrow demographic of 18-24 year olds. The
company's track record of consistent and stable earnings growth,
as well as its good liquidity profile, provide key support to the
rating.

The stable outlook incorporates Moody's expectation for modest
revenue growth and stable operating margin of about 12%-12.5%
(Moody's-adjusted), as well as good near-term liquidity.

Ratings could be downgraded if Spencer's new store openings
underperform historical trends, if debt/EBITDA is sustained above
6.0 times or EBITA/interest below 1.5 times, or if liquidity
materially erodes for any reason.

Ratings could be upgraded if Spencer demonstrates the ability and
willingness to achieve and sustain debt/EBITDA of 5.0 times or
lower, and EBITA/interest expense above 2.0 times. However, any
upgrade would likely be limited to one notch as a result of the
company's aggressive policies regarding debt financed shareholder
distributions.

SSH Holdings, Inc. ("Spencer"), headquartered in Egg Harbor, NJ,
is a specialty retailer primarily operating under two brands:
Spencer's and Spirit Halloween ("Spirit"). The company operated
646 Spencer's and 1,052 Spirit stores during the year ended
February 1, 2014, and generated revenue of approximately $708
million. Spencer is owned principally by senior management
(approximately 72%) and ACON Investments (approximately 25%).

The methodologies used in this rating were Global Retail Industry
published in June 2011, and Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


SSH HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on SSH Holdings Inc., the direct parent of Egg
Harbor Township, N.J.-based Spencer Spirit Holdings Inc.  The
outlook is stable.  S&P removed all the ratings from CreditWatch
negative, where it placed them on March 27, 2014.  Concurrently,
S&P assigned a 'B' issue-level rating to the company's $360
million senior secured term loan with a '4' recovery rating,
indicating S&P's expectation for average (30%-50%) recovery in the
event of a payment default.

S&P do not rate the company's asset-based revolver, which allows
for peak borrowings up to $150 million from June to October and
$60 million the remainder of the year.  According to the company,
it will use the proceeds of the proposed term loan to redeem $175
million of 11% senior secured notes and $165 million of 9% PIK
toggle holdco senior notes, with the remainder to pay tender
premiums and related fees and expenses.

"The ratings on SSH reflect our assessment of the company's "weak"
business risk profile and "aggressive" financial risk profile,"
said credit analyst Diya Iyer.  "The business profile reflects
Spencer's participation in the highly competitive and fragmented
specialty teen apparel industry, which is facing declining mall
traffic and heightened price competition from fast-fashion and
online players.  It also reflects Spirit's exposure to the
seasonal Halloween business and the challenges involved in opening
and closing roughly 1,000 pop-up stores within a few months every
year."

The stable outlook incorporates S&P's expectation that performance
will remain relatively flat over the next year, with SSH only
modestly reducing debt with cash flow generation.  Although S&P
forecasts some modest improvement in the company's credit
protection measures, we believe they will remain commensurate
with an "aggressive" financial risk profile over the next year.

Upside Scenario

To consider an upgrade, SSH would deliver performance ahead of
S&P's expectations, with revenue growth in the 15% range as a
result of faster-than-anticipated store growth and gross margin
expansion of more than 200 bps through greater-than-projected
sourcing and other cost savings.  At that time, leverage would be
in the high-3.0x range, coverage would be in the 5.0x range, and
FFO to debt would be in the 30% range, which would cause S&P to
revise its financial risk profile assessment to "significant".

Downside Scenario

S&P could lower the rating if performance falls significantly
below its projections because of flat sales and margin contraction
because of a decline in traffic or inability to boost transaction
levels.  Under this scenario, revenue would turn flat to slightly
negative and gross margin would shrink more than 200 bps, with
leverage approaching the 5.0x area.  This would cause S&P to
revise its financial risk profile to "highly leveraged".

S&P would also consider a lower rating if financial sponsor ACON
amends current loan covenants to support a dividend in the next 12
months, leading to a more negative view of financial policy or
undertakes a significant leveraged acquisition.


SUNEDISON SEMICONDUCTOR: S&P Assigns 'B-' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned St. Peters,
Mo.-based SunEdison Semiconductor Ltd. a 'B-' corporate credit
rating.  The outlook is stable.

At the same time, S&P assigned the company's $210 million first-
lien term loan due 2019 and $50 million revolving credit facility
due 2017 its 'B' issue-level rating, with a recovery rating of
'2', indicating its expectations for substantial (70%-90%)
recovery in the event of a payment default.

"The ratings on SunEdison Semiconductor reflect the company's
'vulnerable' business risk profile (as defined by our criteria),
incorporating the company's exposure to the highly cyclical
semiconductor industry and its high customer concentration," said
Standard & Poor's credit analyst James Thomas.

The ratings also reflect an "aggressive" financial risk profile,
primarily reflecting S&P's expectation for negative free cash flow
over the next 12 months.  S&P views the industry risk as
"moderately high," the country risk as "intermediate," and the
company's management and governance as "fair."

S&P adjusts the anchor score downward by one notch to the final
'B-' rating, given the company's very weak free cash flow and need
to engage in higher capital expenditures in order to remain
competitive compared with 'B' rated firms in the semiconductor
industry, and S&P's view that standard leverage ratio analysis
does not fully capture SunEdison Semiconductor's level of
financial risk.

S&P's outlook is stable, reflecting its expectation that SunEdison
Semiconductor will be able to grow margins sufficiently to
generate modestly positive free cash flow by 2015, and that the
firm has adequate liquidity to finance necessary capital
expenditures.

S&P could lower the rating if a slowdown in the semiconductor
wafer market leads to accelerating price declines and reduced
revenues, and the firm's cash balance declines to the point that
S&P would consider liquidity "less than adequate."

S&P could raise the rating if the firm is able to successfully
grow operating cash flow through better pricing on polysilicon and
an improvement in industry pricing, causing sustained positive
free cash flow generation.


SURTRONICS INC: Loses Bid to Dismiss Own Chapter 11 Case
--------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse declined the request of
Surtronics, Inc. to dismiss its Chapter 11 case, saying the debtor
failed to establish cause under 11 U.S.C. Sec. 1112(b).  The Court
said the debtor seeks to dismiss its own case after taking
advantage of the benefits of the bankruptcy, including the
automatic stay; and that Smith & Wade's right to repossess the
Debtor's property derives solely from the operation of 11 U.S.C.
Sec. 365 and has no immediately equivalent remedy under state law.

Surtronics provides electroplating and anodizing for various
commercial and industrial customers throughout the Southeast.
Since 1971, the Debtor's place of business and operations have
been located at 4001, 2025 Beryl Drive, Raleigh, North Carolina
and 508 Method Road, Raleigh, North Carolina.

The Debtor has leased the Property from Smith & Wade since 1992.
On June 17, 2013, the Property suffered a fire which destroyed a
substantial portion of the debtor's facility and equipment.
Subsequently, on September 6, 2013, the debtor and Smith & Wade
executed an amendment to their original 2003 Lease Agreement.  The
2013 Addendum contains a provision adding two purchase options to
the Lease.  The first option is to purchase the property for
$700,000 after the completion of a five year extension on the
lease; and the second option is to purchase the property for $1.00
after the completion of two five year extensions.

On September 9, 2013, the debtor filed a voluntary petition
seeking relief under chapter 11 of the Bankruptcy Code. On
September 26, the debtor initiated an adversary proceeding against
Smith & Wade seeking a determination that the Lease, as amended by
the 2013 Addendum, constitutes an installment land sales contract,
and not a true lease.  The next day, the debtor filed a second
adversary proceeding against Smith & Wade seeking declaratory,
equitable, and monetary relief pursuant to CERCLA regarding the
remediation of environmental damage found on the Property.

On October 8, 2013, debtor filed a Chapter 11 Plan of
Reorganization, and, 10 days later, moved to extend the time to
assume or reject the Lease for an additional 90 days.  The Court
granted the extension motion on December 19, allowing the debtor
until the earlier of April 7, 2014, or the date of the entry of an
order confirming a plan, to assume or reject the Lease.

The Debtor amended the Plan on January 15, 2014, and a
confirmation hearing took place on January 27.  Thereafter, on
January 31, the debtor filed a Notice of Voluntary Dismissal for
both the Lease Agreement Adversary Proceeding and the CERCLA
Adversary Proceeding.  Then, on March 21, the debtor filed the
motion to dismiss the case, followed three days later by a notice
to withdraw the Amended Plan.

The deadline for assuming or rejecting the Lease expired on April
7, 2014, and the debtor neither assumed nor rejected the Lease or
sought an additional extension by that date. A week later, on
April 14, Smith & Wade filed its response to the motion to dismiss
and simultaneously commenced an adversary proceeding in which it
seeks the surrender of the Property pursuant to Sec. 365(d)(4) for
debtor's failure to assume the Lease by the April 7 deadline.

The Debtor contends that dismissal is proper under Sections
1112(b) and 305(a) of the Bankruptcy Code because there has been a
"substantial or continuing loss to or diminution of the estate"
and because "dismissal is in the best interest of the creditors
and estate."

Smith & Wade, on the other hand, asserts that there is no cause
for dismissal and that dismissal would not be in the best interest
of creditors.  Smith & Wade argues that it would be deprived of
important rights gained through the bankruptcy, i.e., possession
of the Property, if the case were dismissed.

A copy of the Court's June 9, 2014 Order is available at
http://is.gd/hawmf7from Leagle.com.

                       About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


TELKONET INC: Cancels Business Financing Agreement
--------------------------------------------------
Retroactively effective as of May 31, 2014, Telkonet, Inc.,
terminated its Business Financing Agreement, dated May 31, 2013.

The Agreement provided for a revolving credit facility in a
principal amount not to exceed $2,000,000, subject to a borrowing
base equal to the sum of 80 percent of the Company's eligible
accounts receivable and 25 percent of the eligible inventory.  As
previously disclosed, the Company was in violation of a financial
performance covenant under the Agreement and, although the
violation of the financial performance covenant constituted a
default under the Agreement, Bridge Bank did not pursue any
remedies under the default provisions of the Agreement prior to
its termination.

As of May 31, 2014, there were no amounts outstanding under the
revolving line of credit component of the Agreement.  The Company
did not incur any penalties as a result of the termination of the
Agreement.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet reported a net loss attributable to common stockholders
of $4.90 million on $13.88 million of total net revenues for the
year ended Dec. 31, 2013, as compared with a net loss attributable
to common stockholders of $507,558 on $12.75 million of total net
revenues in 2012.  As of March 31, 2014, the Company had $10.49
million in total assets, $5.57 million in total liabilities, $1.20
million in redeemable preferred stock and $3.72 million in
shareholders' equity.

BDO USA, LLP, in Milwaukee, Wisconsin, 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 a history of losses from operations, a working
capital deficiency, and an accumulated deficit of $121,948,847
that raise substantial doubt about its ability to continue as a
going concern.


TENET HEALTHCARE: Moody's Keeps Ratings Over $500MM Add-On Notes
----------------------------------------------------------------
Moody's Investors Service commented that Tenet Healthcare
Corporation's proposed offering of $500 million of 5.0% senior
unsecured notes due 2019 has no impact on the company's ratings,
including the B3 rating on the existing unsecured notes. Moody's
understands that the proceeds of the offering, which is an add-on
to Tenet's March 2014 unsecured note offering, will be used for
general corporate purposes, including redeeming the company's $474
million of 9.25% unsecured notes due 2015. Given that Moody's
expects only a modest increase in leverage from this offering and
the company will realize a reduction in interest costs, the
existing ratings of the company remain unchanged, including the B1
Corporate Family Rating and B1-PD Probability of Default Rating.
The stable rating outlook is also unchanged.

Tenet's B1 Corporate Family Rating reflects Moody's expectation
that debt to EBITDA will remain high due to the debt incurred in
the acquisition of Vanguard Health Systems in October 2013 but
will return to a level approaching 5.0 times by the end of 2014.
Moody's anticipates that improvement in credit metrics will result
from a combination of realized synergies from the acquisition and
benefits from the implementation of the provisions of the
Affordable Care Act. Offsetting some of the benefit of healthcare
reform is Moody's expectation that certain industry challenges
will likely continue, including slower growth in healthcare
utilization as co-pay and deductible amounts increase and higher
expenses associated with physician alignment initiatives. The
rating also incorporates Moody's expectation that the company will
remain disciplined in the use of incremental debt for acquisitions
or shareholder initiatives until leverage is reduced. Finally,
Moody's anticipates that free cash flow will be modest in the near
term given significant capital spending requirements and will
limit the ability to meaningfully repay debt.

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

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenue. At March 31, 2014 the
company's subsidiaries and affiliates operated 77 hospitals, 189
outpatient centers, six health plans and Conifer Health Solutions,
LLC, which provides business process solutions to hospitals and
other clients. Tenet generated revenue of approximately $12.6
billion for the twelve months ended March 31, 2014 after
considering the provision for doubtful accounts.


TENET HEALTHCARE: S&P Retains 'CCC+' Rating After $500MM Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' issue-
level rating (two notches below the 'B' corporate credit rating on
the company) on Tenet Healthcare Corp.'s senior unsecured notes
will remain unchanged per the company's proposed $500 million add-
on to the existing $600 million.  The '6' recovery rating also
remains unchanged, indicating S&P's expectation of negligible (0%
to 10%) recovery for lenders in the event of a payment default.
The notes will be sold pursuant to Rule 144A under the Securities
Act.  Tenet will use the proceeds for general corporate purposes
and to repay existing senior unsecured debt.  The issue-level
ratings are the same as S&P's existing senior unsecured ratings.

S&P's ratings on Dallas-based Tenet reflect its "weak" business
risk profile highlighted by reimbursement risk and some reliance
on its top three states for nearly half of total revenues.  In
addition, Tenet operates in several large markets that S&P
believes are competitive.

S&P incorporated its expectation that adjusted debt leverage will
remain above 5x into its revision of the company's financial risk
profile to "highly leveraged" from "aggressive".  Significant
capacity on its revolving credit facility and lack of covenant
pressure support its "adequate" liquidity.

RATINGS LIST

Tenet Healthcare Corp.
Corporate Credit Rating               B/Stable/--

New Rating
Tenet Healthcare Corp.
$1.1B senior unsecured notes          CCC+
  Recovery rating                      6


TGIF MERGER: Moody's Rates Proposed $475MM 1st Lien Debt 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to TGIF Merger Sub,
Inc.'s (TGIF Merger Sub) proposed $50 million guaranteed 1st lien
senior secured revolving credit facility and $425 million
guaranteed 1st lien senior secured term loan. Moody's also
assigned a Caa1 rating to the company's $195 million guaranteed
2nd lien senior secured term loan. In addition, Moody's assigned
TGIF Merger Sub a B3 Corporate Family Rating (CFR) and B3-PD
Probability of Default Rating (PDR). The outlook is positive.

Proceeds from the proposed bank facilities along with
approximately $200 million in common equity contributed by the
acquirers and $20 million of preferred equity from current owners
will be used to fund the acquisition of TGI Fridays, Inc. (TGIF)
by TGIF Merger Sub. Upon consummation of the acquisition, TGIF
Merger Sub, Inc. will be merged with and into TGIF, with TGIF
being the surviving entity and assuming the obligations of TGIF
Merger Sub. Upon the successful consummation of the transaction,
Moody's will change the name of the rated entity to TGI Fridays,
Inc. from TGIF Merger Sub, Inc.

Moody's ratings are subject to review of final documentation.

Ratings assigned are;

Corporate Family Rating of B3

Probability of Default Ratings of B3-PD

$50 million 1st lien guaranteed senior secured revolver, rated B1
(LGD2, 29%)

$425 million 1st lien guaranteed senior secured term loan, rated
B1 (LGD2, 29%)

$195 million 2nd lien guaranteed senior secured term loan, rated
Caa1 (LGD5, 77%)

Ratings Rationale

The B3 Corporate Family Rating (CFR) reflects TGIF's high
leverage, modest interest coverage and persistently weak operating
trends as soft consumer spending and intense competition persist.
For the twelve month period ending December 31, 2013, credit
metrics were weak with debt to EBITDA of over 6.75 times and EBITA
to interest expense of under 1.3 times. Given Moody's expectation
that soft consumer spending and high level of promotions and
discounts by competitors will continue to weigh on traffic,
Moody's believe TGIF's ability to materially strengthen credit
metrics over the intermediate term through stronger operating
performance alone will be challenging. The ratings are supported
by the company's high level of brand awareness, material scale
with about 925 restaurants and geographic diversity. The ratings
also incorporate management's more strategic focus on reducing
costs, re-imaging restaurants and enhancing guest service levels,
as well as a targeted approach towards advertising and promotions.

The positive outlook reflects the potential for a material
improvement in credit metrics over the relatively near term driven
by debt reduction over and above required amortization as TGIF
moves to a more asset lite business model with proceeds used to
reduce debt. TGIF plans to re-franchise its UK operations by the
end of 2014 and longer term to re-franchise the substantial
majority of its US restaurants. However, the outlook would likely
go to stable in the event the UK operations were not sold as
currently planned.

Given an expectation that weak traffic trends will continue over
the intermediate term, a higher rating through stronger operating
performance alone is unlikely at this point. However, a material
reduction in outstanding debt that more than offsets any
associated loss of earnings from refranchising or selling
restaurants and steady improvement in operating performance
resulting in leverage of under 5.5 times and EBITA coverage of
interest of above 1.75 on a sustained basis could result in an
upgrade. A higher rating would also require maintaining at least
adequate liquidity.

An inability to improve leverage or coverage over the relatively
near term could result in a stable outlook. Factors that could
result in downgrade include a deterioration in credit metrics from
current levels driven in part by an inability to stabilize
negative same restaurants sales -- particularly traffic. A
deterioration in liquidity for any reason could also result in
downward rating pressure.

TGI Friday's Inc. (TGIF) owns, operates and franchises restaurants
in the casual dining space with over 510 restaurants in the US and
400 internationally. Annual revenues are about $1.13 billion. TGIF
is being acquired by Sentinel Capital Partners and Tri-Artisan
Capital Partners.

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


TRONOX INC: July 7 Objection Deadline to Findings on Anadarko Deal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York on
May 30, 2014, filed proposed Findings of Fact and Conclusions of
Law on the parties' Joint Motion For A Report And Recommendation
to the District Court Recommending Approval of Settlement
Agreement Resolving the Adversary Proceeding and Issuance of
Injunction in Support Thereof.  The Clerk for the Bankruptcy Court
also filed on May 30, 2014, a Notice of Proposed Findings and
Conclusions of Law.

The adversary proceeding involves the Anadarko Litigation Trust,
as successor to Debtors Tronox Incorporated, Tronox Worldwide LLC,
and Tronox LLC, and Anadarko Petroleum Corporation, Kerr-McGee
Corporation, Kerr-McGee Oil and Gas Corporation (n/k/a Anadarko US
Offshore Corporation), Kerr-McGee Worldwide Corporation, KM
Investment Corporation (improperly named as Kerr-McGee Investment
Corporation), Kerr-McGee Credit LLC, Kerr-McGee Shared Services
Company LLC and Kerr-McGee Stored Power Company LLC.

The U.S. Bankruptcy Court has recommended that the District Court
approve the Settlement and issue the following permanent
injunction:

"Pursuant to 28 U.S.C. Secs. 1367 and 1651, Sec. 105(a) of the
Bankruptcy Code and Bankruptcy Rules 7001 and 7065, (i) any
Debtor(s), (ii) any creditor of any Debtor who filed or could have
filed a claim in the Chapter 11 Cases, (iii) any other Person
whose claim (A) in any way arises from or is related to the
Adversary Proceeding, (B) is a Trust Derivative Claim, or (C) is
duplicative of a Trust Derivative Claim, and (iv) any Person
acting or purporting to act as an attorney for any of the
preceding is hereby permanently enjoined from asserting against
any Anadarko Released Party (I) any Trust Derivative Claims or
(II) any claims that are duplicative of Trust Derivative Claims,
whether or not held or controlled by the Litigation Trust, or
whether or not the Litigation Trust could have asserted such
claims against any Anadarko Released Party. The injunction herein
shall not apply to or bar the following: (i) any criminal
liability; (ii) any liability arising under Title 26 of the United
States Code (Internal Revenue Code) or state tax laws; (iii) any
liability arising under federal or state securities laws; (iv) any
action to enforce a covenant not to sue, release, or agreement not
to seek reimbursement contained in the Settlement Agreement; (v)
any liability that an Anadarko Released Party might have that does
not arise from or through a liability of a Debtor; (vi) any
liability of an Anadarko Released Party due to its status or acts
or omissions since November 28, 2005 as a/an (A) owner, (B)
operator, (C) discharger, (D) lessee, (E) permittee, (F) licensee,
(G) person in charge, (H) holder of a right of use and easement,
(I) arranger for disposal or treatment, (J) transporter, or (K)
person who generates, handles, transports, treats, stores or
disposes of solid or hazardous waste; (vii) any liability relating
to the EandP Business or the stored power or battery business
(including, but not limited to, as owned or operated by U.S.
Avestor LLC and Kerr-McGee Stored Power Company LLC ); and (viii)
any liability that any Anadarko Released Party retained, received
or assumed pursuant to the Assignment Agreement or Assignment,
Assumption, and Indemnity Agreement. For the avoidance of doubt,
to the extent that a liability of an Anadarko Released Party
excluded from the injunction herein by the preceding sentence
would be a liability for which such Anadarko Released Party would
be jointly and severally liable with others, including but not
limited to one or more Debtors or Reorganized Debtors, under
applicable law, nothing in this injunction is intended to alter
any such applicable principles of joint and several liability
where otherwise provided by law. The injunction herein does not
apply to the Litigation Trust and the United States, which are
providing releases and covenants not to sue in the Settlement
Agreement."

However, as it relates to Kerr-McGee Stored Power Company LLC,
subpart (vii) is applicable only to the extent that such
liability, if any, relates to or arises from the stored power or
battery business.

Objections to the Proposed Findings and Conclusions, if any, must
be filed by and received no later than July 7, 2014.  Copies of
the objections must be served:

     1. Jeffrey J. Zeiger, Esq.
        KIRKLAND AND ELLIS LLP
        300 N. LaSalle
        Chicago, IL 60654

     2. John C. Hueston, Litigation Trustee
        IRELL AND MANELLA LLP
        1800 Avenue of the Stars, Suite 900
        Los Angeles, CA 90067

     3. Thomas R. Lotterman, Esq.
        BINGHAM McCUTCHEN LLP
        2020 K Street NW
        Washington, DC 20006-1806

     4. Kenneth N. Klee, Esq.
        KLEE, TUCHIN, BOGDANOFF AND STERN LLP
        1999 Avenue of the Stars, 39th Floor
        Los Angeles, CA 90067

     5. Robert Yalen, AUSA
        U.S. Attorney's Office - SDNY
        86 Chambers St., 3rd Floor
        New York, NY 10028

As reported by the Troubled Company Reporter, the settlement is
for $5.15 billion and resolves all claims against Kerr-McGee
Corporation and certain of its subsidiaries and affiliates, which
stemmed from alleged actions by Kerr-McGee prior to its
acquisition by Anadarko in 2006.  Kerr-McGee is now a wholly owned
subsidiary of Anadarko.  About $4.5 billion of the settlement is
earmarked for cleaning up thousands of sites around the country
contaminated by creosote and uranium debris.  The remaining amount
will be used to pay for legal claims filed by people who got sick
from the pollution, according to a Wall Street Journal report.

FOR MORE INFORMATION OR TO ACCESS THE PROPOSED FINDINGS,
SETTLEMENT AGREEMENT AND RELATED DOCUMENTS, please call (from the
U.S. and Canada) (877) 709-4747, or call (for remaining
international callers) (424) 236-7228 or visit
http://www.kccllc.net/TronoxKerrMcGeeSettlement

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TRUE DRINKS: Incurs $3.6-Mil. Net Loss for March 31 Quarter
-----------------------------------------------------------
True Drinks Holdings, Inc., filed its quarterly report on Form 10-
Q, disclosing a net loss of $3.6 million on $650,532 of net sales
for the three months ended March 31, 2014, compared with a net
loss of $1.56 million on $410,801 of net sales for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed
$9.99 million in total assets, $6.99 million in total liabilities,
and stockholders' equity of $3 million.

The Company's auditors has included a paragraph in their report on
the Company's consolidated financial statements, included in its
Annual Report on Form 10-K for the fiscal year ended Dec. 31,
2013, indicating that there is substantial doubt as to the ability
of the Company to continue as a going concern.  As of and for the
quarter ended March 31, 2014, the Company has negative working
capital of $1.96 million and an accumulated deficit of $13.84
million.  While subsequent to Dec. 31, 2013, the Company raised
approximately $1.86 million resulting from the sale of shares of
its Series B Convertible Preferred Stock ("Series B Preferred"),
additional capital may be necessary to advance the marketability
of the Company's products to the point at which the Company can
sustain operations.  Management's plans are to continue to contain
expenses, expand distribution and sales of its AquaBall? Naturally
Flavored Water as rapidly as economically possible, and, if
necessary, raise capital through equity and debt offerings in the
event additional capital is necessary to execute the Company's
business, marketing and operating plan, and achieve profitability
from continuing operations.

A copy of the Form 10-Q is available:

                       http://is.gd/4kL3it

True Drinks Holdings, Inc. manufactures and markets beverages and
health snack products. The company produces vitamin-enhanced water
drinks. The company was formerly known as True Drinks, Inc. and
changed its name to True Drinks Holdings, Inc. in October 2012.
The company was founded in 2008 and is based in Irvine,
California.


UNILIFE CORP: Reports $15.1MM Net Loss for Qtr. Ended March 31
--------------------------------------------------------------
Unilife Corporation filed a quarterly report on Form 10-Q,
disclosing a net loss of $15.11 million on $1.38 million of
revenue for the three months ended March 31, 2014, compared with a
net loss of $14.08 million on $685,000 of sales for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $101.77
million in total assets, $82.01 million in total liabilities, and
stockholders' equity of $19.76 million.

The proceeds from the term loans under the Credit Agreement
combined with anticipated cash to be generated from new and
existing customer agreements are expected to provide the Company
with sufficient liquidity.  However, there can be no assurance
that such cash from customer agreements will be available when
needed.  These factors continue to raise substantial doubt about
the Company's ability to continue as a going concern, according to
the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/64DYoO

Unilife Corporation is a developer, manufacturer and supplier of
injectable drug delivery systems, based in York, Pennsylvania.
The Company manufactures and supplies proprietary devices in a
format that can be filled and packaged with an injectable therapy
to pharmaceutical and biotechnology companies.


VAUGHAN COMPANY: Discovery in Suit v. Levann et al. Extended
------------------------------------------------------------
Magistrate Judge Stephan M. Vidmar gave his stamp of approval on a
stipulation modifying the scheduling order and extending the
deadline for certain defendants to respond to the motion for
summary judgment filed by the plaintiff in the lawsuit, JUDITH A.
WAGNER, Chapter 11 Trustee of the bankruptcy estate of The Vaughan
Company, Realtors, Plaintiff, v. JONATHAN LEVANN, MICHAEL MENKE,
JAMES RICHARDS, individually and as Trustee of the James Richards
Revocable Trust, DANIEL FENTON, and NANCY FENTON, MOSTAFA JAFARI,
MARTEZA JAFARI a/k/a MORTEZA JAFARI a/k/a MORI JAFARI, MARYAM
JAFARI, MELIKA JAFARI, MOHAMMAD REZA JAFARI, ZAHRA JAFARI, VAHID
DERISS, MOJTABA JAFARI, and FARZANEH JAFARI, ABBAS ANSARI and
PEYMANEH POUR, husband and wife, MARIE YEH, individually and as
personal representative of the estate of Chon-Chiun Yeh, JENNY YEH
NELSON, JULIE C. LOUIE, DAVID L. LOUIE, JOHN DOE, as trustee of
the YEH FAMILY REVOCABLE TRUST uta dated October 2, 2001, JIMMY
CHIH MING YEH a/k/a JIMMY C. YEH, RACHEL HANYEH, and MARIE YEH as
personal representative of the estate of Chon-Chiun Yeh d/b/a
Chinese Acupuncture Clinic, SAID BANDI a/k/a SAID ALAGHE BANDI,
individually, SAID BANDA d/b/a Bandi Engineering, BANDI
ENGINEERING COMPANY, INC., ADF FINANCIAL, INC., SHAHLA BANDI a/k/a
SHAHLA ZOLFAGHARI, MARYAM ALAGHE-BANDI, HAMID ALAGHE BANDI,
HOSSEIN ALAGHE BANDI, ABDUL DABIRI, SHARAREH SHAHIN, And NEW
MEXICO ACCOUNTING SPECIALISTS, INC., JILL PLAMAN, as personal
representative of the estate of Carla Kosinski, STEVEN S. ETKIND
and SHERRY ETKIND, husband and wife; STEVEN S. ETKIND, as trustee
of STEVEN AND SHERRY ETKIND REVOCABLE LIVING TRUST; and TALIA
ETKIND, Defendants.

On October 16, 2013, the Court entered a Scheduling Order, which
set various discovery deadlines, including, inter alia, a June 12,
2014 termination date for discovery, a June 2, 2014 deadline for
discovery motions, and a July 14, 2014 deadline for pretrial
motions.

The plaintiff and the defendants, excluding Sharareh Shahin and
New Mexico Accounting Specialists, Inc., in Case No. 12-CV-00391,
who are in default, agree that more time is necessary to conduct
discovery.

The new deadlines are:

     A. The termination date for discovery set is extended through
and until July 31, 2014.

     B. The deadline for motions relating to discovery is extended
through and until August 14, 2014.

     C. The deadline for pretrial motions is extended through and
until August 21, 2014.

     D. The deadline for Plaintiff to provide a draft pretrial
order to the Defendants is extended through and until October 6,
2014.

     E. The deadline for the Defendants to provide the completed
pretrial order to the Court is extended through and until October
20, 2014.

In addition, the defendants, except Sharareh Shahin and New Mexico
Accounting Specialists, Inc., in Case No. 12-CV-00391, who are in
default, may have through and until July 22, 2014, to respond to
the Plaintiff's Motion for Partial Summary Judgment Against All
Defendants on All But One Element of Trustee's Prima Facie Case on
Actual and Constructive Fraudulent Transfers.

A copy of the Court's June 9, 2014 Order approving the Stipulation
is available at http://is.gd/IR6xLPfrom Leagle.com.

                About The Vaughan Company Realtors

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VERINT SYSTEMS: Moody's Places 'B1' CFR on Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Verint Systems Inc.'s ratings
under review for upgrade, including the B1 corporate family
rating. The review was prompted by the announcement that Verint
plans to raise approximately $300 million of convertible notes and
$260 million of equity and use the proceeds to refinance a portion
of the senior secured facility.

Ratings Rationale

The review will include an assessment of Verint's new capital
structure, its business prospects, liquidity and financial
policies. The ratings on the existing debt instruments will also
be assessed based on their position within the revised capital
structure. Pending the closing of the refinancing transaction
Moody's estimates that adjusted leverage will be reduced from
approximately 5x to under 4x, pro forma for recent acquisitions.
Liquidity is expected to be improved as a result of the
transaction.

On Review for Upgrade:

Issuer: Verint Systems Inc.

  Corporate Family Rating, Placed on Review for Upgrade,
  currently B1

  Probability of Default Rating, Placed on Review for Upgrade,
  currently B1-PD

  Speculative Grade Liquidity Rating, Placed on Review for
  Upgrade, currently SGL-2

  Senior Secured Bank Credit Facilities, Placed on Review for
  Upgrade, currently B1

   Outlook, Changed To Rating Under Review From Stable

The principal methodology used in this rating was the Global
Software Industry published in October 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Verint Systems Inc., headquartered in Melville, NY, is a leading
provider of analytic software and related products for the
workforce optimization and communications and security
intelligence markets. Verint had revenues of $907 million for the
twelve months ended January 31, 2014.


VERINT SYSTEMS: S&P Puts 'BB-' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
corporate credit rating on Melville, N.Y.-based Verint Systems
Inc. on CreditWatch with positive implications.  S&P also placed
the issue ratings on its debt on CreditWatch positive.

"We expect to raise the ratings following the close of the
transaction and are likely to revise the company's financial risk
profile to 'intermediate' from 'significant' reflecting reduced
leverage," said Standard and Poor's.

"Our assessment of Verint's "fair" business risk profile reflects
the company's improved business mix and broader product mix, aided
by the early 2014 KANA Software and UTX acquisitions, as well as a
predictable and growing revenue base stemming from high renewal
rates.  We adjust our 'bb+' anchor rating down by one notch
reflecting the company's narrow business line in a highly
competitive sector and the integration risks following its two
recent acquisitions," S&P said.

S&P will monitor the progress of the proposed transactions,
including the equity sale. If they are successful as outlined, it
expects to raise the rating reflecting the lower leverage and its
expectation that the company will continue to reduce debt modestly
with no further significant acquisitions and with integration of
the recent ones.


* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
               Credit in America
----------------------------------------------------------------
Authors:    Teresa A. Sullivan, Elizabeth Warren,
             & Jay Westbrook
Publisher:  Beard Books
Softcover:  370 Pages
List Price: $34.95
Review by:  Susan Pannell

Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior--which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law--is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.


                             *********

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 ***