TCR_Public/140617.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 17, 2014, Vol. 18, No. 167

                            Headlines

AIMCO: Fitch Affirms 'BB+' Issuer Default Rating; Outlook Positive
AMERICAN AIRLINES: Reaches Tentative Labor Deals with Machinists
ARAMID ENTERTAINMENT: Sent to Chapter 11 Due to Lawsuits
ARAMID ENTERTAINMENT: Proposes Reed Smith as Counsel
ARAMID ENTERTAINMENT: Taps Kinetic Partners as Crisis Managers

ARCHDIOCESE OF MILWAUKEE: Fate of Insurance Remains Unknown
ARMOR HOLDING II: S&P Retains 'B-' CCR on New $40MM Add-On Debt
AUXILIUM PHARMACEUTICALS: Moody's Keeps Ratings Over Vogelxo OK
BAY VIEW ELDERLY: Voluntary Chapter 11 Case Summary
BAYTEX ENERGY: Moody's Hikes Rating on $300MM Senior Notes to Ba3

BERNARD L. MADOFF: SIPC Pushes For Clawback Claims Ruling Review
BERNARD L. MADOFF: High Court Frees JPMorgan From Trustee's Bid
BERNARD L. MADOFF: Banks Back Bid Against Cert in Trustee Suit
BIRCH COMMUNICATIONS: Moody's Assigns 'B3' Corp. Family Rating
BROOKLYN CENTER: Moody's Affirms Ba3 Gen. Obligation Debt Rating

BROOKSTONE HOLDINGS: Sale Expected to Close in July
BUDD CO: Says It Needs No Official Asbestos Claimant Committee
CBRE SERVICES: Moody's Affirm 'B1' Senior Secured Rating
CHASSIX INC: New $25MM Add-on No Impact on Moody's Caa1 Rating
COLDWATER CREEK: May Reject Groupon Merchant Agreement

COLDWATER CREEK: Files Schedules; Oct. 8 Gov't Claims Bar Date Set
COLDWATER CREEK: Wood County Balks at Employment of GA Keen
COLDWATER CREEK: Lease Assignment Procedures Approved
COLDWATER CREEK: Committee Loses Bid to Block Disclosure Hearing
COMPASS MINERALS: Moody's Rates $200MM Sr. Unsecured Notes 'Ba2'

CONSOLIDATED ALUMINUM: Confirms Asbestos Plan
CONSTAR INT'L: UTB Takes Over Netherlands PET Plant Operations
DAIS ANALYTIC: Posts $404K Net Loss for Q1 Ended March 31
DETROIT, MI: Automakers Commit $26MM to Aid City's Retirees
EDGENET INC: Gets Nod for $8MM Sale to Former Execs

EFACTOR GROUP: Incurs $3.91-Mil. Net Loss in March 31 Quarter
EAU TECHNOLOGIES: Has $186K Net Loss for Q1 Ended March 31
ENERGY FUTURE: Hires Alvarez & Marsal as Restructuring Advisor
ENERGY FUTURE: Wants to Hire Kirkland & Ellis as Attorneys
ENERGY FUTURE: Taps Richards Layton as Co-counsel

ENERGY FUTURE: Hires Deloitte & Touche as Independent Auditor
ENERGY FUTURE: Sets Record for 'Ordinary Course' Payments
ENERGY FUTURE: Bondholders Urge Judge To Stall Key Deal
ENERGY FUTURE: Seeks OK On $11-Mil. Texas Tax-Refund Deal
ENVISION HEALTHCARE: Moody's Rates $650MM Sr. Unsecured Notes B3

EPMI INC: Case Summary & 15 Largest Unsecured Creditors
EVENT RENTALS: Closes Secaucus Site & Cuts Nearly 100 Jobs
EVERGREEN TANK: Moody's Lowers Corp. Family Rating to 'B3'
FAIRMONT GENERAL: Cancels Auction; Proceeds With Alecto Deal
FIRST-CITIZENS BANK: Moody's Affirms C Bank Fin. Strength Rating

FJM BREAKAWAY: Case Summary & 16 Largest Unsecured Creditors
FOLSOM LEARNING: Case Summary & 7 Largest Unsecured Creditors
GENERAL MOTORS: Recalls More Cars Over Ignition Switch Issues
GENERAL MOTORS: Recall Cases Consolidated in New York
GLENVILLE STATE: Moody's Lowers Revenue Bonds Rating to 'Ba2'

GEOPETRO RESOURCES: Incurs $543K Net Loss for First Quarter
GROWLIFE INC: Posts $37.77-Mil. Net Loss for March 31 Quarter
GSE ENVIRONMENTAL: Alvarez & Marsal's Swick Okayed as VP Finance
GSE ENVIRONMENTAL: Court Approves Prime Clerk as Admin Advisor
GSE ENVIRONMENTAL: Court Okays Moelis as Investment Banker

GSE ENVIRONMENTAL: Pachulski Stang Approved as Co-counsel
GSE ENVIRONMENTAL: Taps Kirkland & Ellis as Attorneys
HILLMAN GROUP: Moody's Hikes Rating on Notes Due 2022 to 'Caa1'
HUSKY INT'L: Moody's Rates $300MM 2nd Lien Debt 'Caa1'
ICEWEB INC: Posts $271K Net Loss for First Quarter

INT'L MANUFACTURING: Deepal Agrees to Appointment of Trustee
INTERREX INC: Case Summary & 9 Largest Unsecured Creditors
IPAYMENT INC: S&P Lowers CCR to 'CCC' on Constrained Liquidity
ISR GROUP: Drone Service Provider Settles to Permit Sale
JAMAT LLC: Case Summary & 20 Largest Unsecured Creditors

KEMPER CORP: Fitch Affirms BB Rating on $150MM Subordinated Notes
LABORATORY PARTNERS: Gets Nod For $5.5-Mil. Unit Sale
LATEX FOAM: Has Until June 30 to Use Cash Collateral
LATEX FOAM: Seeks to Hire Wiggin and Dana as Special Corp. Counsel
LATEX FOAM: Amends List of Largest Unsecured Creditors

LONGVIEW POWER: Gets Stay On $825M Insurance Policy Suit In Calif.
MAXCOM TELECOMUNICACIONES: Posts MXN1.25-Bil. Loss in 2013
MEGA RV CORP: Case Summary & 20 Largest Unsecured Creditors
METABOLIX INC: Has $8.15-Mil. Net Loss in March 31 Quarter
MF GLOBAL: Corzine Must Defend His Claims

MONTICELLO REALTY: Case Summary & 3 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Creditors' Committee Can Retain Jefferies
MOTIVATING THE MASSES: Reports $19K Net Income in March 31 Quarter
MT. GOX: Nears Chapter 15 Protection in U.S.
NEW CENTURY: Bid to Dismiss Denied, Ch. 11 Trustee to be Appointed

OIL STATES: S&P Lowers CCR to 'BB' on Spin-Off & Withdraws Rating
OP FINANCIAL: Voluntary Chapter 11 Case Summary
ORMET CORP: Seeks Auction For Ohio Plant With $15M Bid
OVERSEAS SHIPHOLDING: Moody's Assigns B2 Corporate Family Rating
OVERSEAS SHIPHOLDING: To Sell Maremar Ship for $9-Mil.

POLY SHIELD: Has $10.6-Mil. Net Loss for First Quarter
POLYCONCEPT FINANCE: Moody's Affirms 'B2' Corp. Family Rating
PREMIER TRAILER: S&P Assigns 'B-' CCR; Outlook Stable
PROSPECT HOLDING: S&P Lowers ICR to 'B'; Outlook Stable
PSL-NORTH AMERICA: File for Bankruptcy With Plan to Sell Assets

PSL - NORTH AMERICA: Case Summary & 20 Top Unsecured Creditors
QUANTASON LLC: Ultrasound Developer Converting After Sale Fails
REFCO INC: Judge Upholds Key Claims in Suit v. Cantor Fitzgerald
RESIDENTIAL CAPITAL: Claimants Must Plead Claim With Specifics
REVSTONE INDUSTRIES: Judge OKs $13M Sale, But GM Still Objects

RESIDENTIAL CAPITAL: Objects To $1M In 'Unnecessary' Fees
ROVI SOLUTIONS: Moody's Assigns 'Ba3' Rating on 1st Lien Debt
ROYCE HOMES: Defunct Builder's CEO Slammed With $27M Fraud Verdict
SIMA TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
SITV LLC: Moody's Assigns 'B3' CFR & Rates $230 Senior Bonds 'B3'

SITV MEDIA: S&P Assigns 'B-' CCR on FUSE Network Acquisition
SPECIALTY HOSPITAL: S. Koenig Appointed as Patient Care Ombudsman
SPECIALTY HOSPITAL: Has $23.2MM in Assets, $90.5MM in Debts
SPHERIX INC: Reports $7.96-Mil. Net Loss in First Quarter
STEARNS HOLDINGS: S&P Affirms 'B+' ICR & Revises Outlook to Neg.

TELIK INC: Reports $1.07-Mil. Net Loss in Q1 Ended March 31
TRIZETTO CORP: Moody's Hikes Corporate Family Rating to 'B2'
TUSCANY INTERNATIONAL: Administrative Claims Due July 9
US COAL CORPORATION: Kolmar Americas Files Involuntary Petition
USEC INC: Exclusivity Extension Sought

VIRGINIA H. OLIVER: Case Summary & 2 Largest Unsecured Creditors
W G O V INC: Case Summary & 6 Largest Unsecured Creditors
WAVEDIVISION HOLDINGS: S&P Affirms 'B+' CCR; Outlook Stable
ZBB ENERGY: Reports $46K Net Loss in Q1 Ended March 31

* High Court Sides With Holdout Creditors in Argentina Debt Case
* 3rd Circ. Clarifies Lien Enforcement on Bankrupt Homeowners
* UK Finalizes Post-Lehman, MF Global Client Asset Rule Fixes

* Bank of America Mortgage Settlement Is Said to Be Deadlocked
* Wells Fargo Loses Appeal to Throw Out Suit Over Reckless Lending

* Obama Expands Student Loan Repayment Cap and Pushes Bill

* Large Companies With Insolvent Balance Sheet


                             *********


AIMCO: Fitch Affirms 'BB+' Issuer Default Rating; Outlook Positive
------------------------------------------------------------------
Fitch Ratings affirms the following credit ratings for Apartment
Investment and Management Company (NYSE: AIV), AIMCO Properties,
L.P., and AIMCO/Bethesda Holdings, Inc. (collectively AIMCO):
Apartment Investment and Management Company

   -- Issuer Default Rating (IDR) at 'BB+';
   -- Secured revolving credit facility at 'BB+';
   -- Preferred stock 'BB-'.

AIMCO Properties, L.P.

   -- IDR at 'BB+';
   -- Secured revolving credit facility at 'BB+'.

AIMCO/Bethesda Holdings, Inc.

   -- IDR at 'BB+';
   -- Secured revolving credit facility at 'BB+'.

Fitch maintained the Positive Rating Outlook.

KEY RATING DRIVERS

The 'BB+' IDR reflects AIMCO's large, well-diversified portfolio,
reduced leverage, simplified portfolio strategy, and ample
financial flexibility highlighted by strong liquidity and
conservative dividend payout ratio. These strengths are balanced
by a small unencumbered asset pool, somewhat weak fixed-charge
coverage relative to Fitch-rated investment grade peers, and
execution risk associated with completing the redevelopment
pipeline.

The Positive Rating Outlook anticipates further progress over the
next 12 months toward building an unencumbered pool to a size and
quality that is consistent with that of an investment grade
rating. The Rating Outlook also reflects Fitch's view that the
company's leverage and fixed charge coverage will continue to
improve over the next 12 months to levels consistent with those of
an investment grade issuer.

LARGE, WELL-DIVERSIFIED PORTFOLIO

AIMCO maintains an $8.2 billion real estate portfolio that
averages 'B' to 'B+' asset quality and is geographically
diversified across coastal and job growth markets (i.e. Chicago),
with each market comprising less than 15% of NOI. The underlying
granularity and diversity across the portfolio insulates AIMCO's
cash flow from regional economic weakness or new supply entering
individual markets, a credit positive.

NON-RECOURSE, PROPERTY-LEVEL BORROWER

AIMCO's debt financing strategy centers on secured, non-recourse,
property-level borrowings with limited corporate debt. This
strategy somewhat inhibits financial flexibility given the
majority of the portfolio is encumbered and is unlikely to provide
contingent liquidity in a weak capital markets environment.
However, AIMCO's recourse debt is limited to its secured line of
credit and the company does not intend to issue corporate debt in
the foreseeable future. Further, the company's secured debt
contains contractual amortization payments that drive moderate
loan to values on property debt, implying some equity cushion
across the portfolio.

GROWING UNENCUMBERED ASSET POOL

AIMCO has recently shifted its strategy to maintain and grow a
modest pool of unencumbered assets via the repayment of maturing
mortgage debt. The pro forma unencumbered pool is comprised of 10
properties with $572 million of gross asset value. The pool would
need to grow to at least $600 million (based on a stressed 8%
capitalization rate) and have comparable asset quality to AIMCO's
encumbered pool for Fitch to consider an investment grade rating.
Fitch's stressed valuation on the pool is currently $361 million,
an improvement from $220 million year-over-year.

IMPROVING LEVERAGE AND FIXED CHARGE COVERAGE

Fitch's projected credit metrics are indicative of a 'BBB-' rating
for a large, well-diversified apartment REIT. AIMCO's leverage is
7.3x as of March 31, 2014 pro forma for its $125 million 6.875%
preferred stock offering in May 2014, the proceeds of which were
used to repay secured debt. Fitch expects leverage to trend lower
toward 7.0x over the next 12 - 24 months. Fitch defines leverage
as net debt divided by recurring operating EBITDA.

Fixed charge coverage for the trailing 12 months (TTM) ended March
31, 2014 was 1.9x and Fitch expects the metric will exceed 2.0x
over the next 12-24 months, driven by low-mid single digit same-
store NOI (SSNOI) growth and incremental cash flow from
redevelopment completions. TTM coverage was somewhat skewed lower
by $16.6 million of capital replacements tied to multi-phase
projects. Fitch defines fixed charge coverage as recurring
operating EBITDA less recurring capital expenditures, divided by
total interest incurred and preferred dividends.

REDEVELOPMENT-DRIVEN GROWTH STRATEGY

Fitch views favorably AIMCO's growth strategy, which emphasizes
redeveloping existing assets rather than greenfield development
projects. The investment strategy also aims to improve overall
asset quality in a leverage-neutral manner while generating
attractive risk-adjusted internal rates of return. AIMCO has
encountered sizable cost overruns of more than $90 million at its
Lincoln Place, Preserve at Marin, and Pacific Bay Vistas projects
(18% of initial project costs); however, these missteps are not
expected to have a material adverse impact on corporate credit
metrics and Fitch believes redevelopment continues to provide the
highest risk-adjusted returns over the longer term.

CONSERVATIVE DIVIDEND PAYOUT

AIMCO reduced its normalized dividend more than 80% in 2009 to
align distributions with the weak operating environment.
Management has since grown the dividend gradually since 2011
including an 8% increase in January 2014 to $0.26/share. Longer
term, Fitch expects that the company will maintain a conservative
adjusted funds from operations (AFFO) payout ratio in the 60%
range, a credit positive given approximately $100 million of
retained cash flow can be used to repay annual secured debt
amortization requirements of approximately $80 million.

RATING SENSITIVITIES

The following factors may have a positive impact on AIMCO's
ratings:

   -- Growing the unencumbered pool to $600 million (based on a
      stressed 8% capitalization rate) with asset quality
      consistent with the overall portfolio;

   -- Fitch's expectation of leverage sustaining below 7.5x (pro
      forma leverage is 7.3x);

   -- Fixed charge coverage sustaining above 2.0x (coverage for
      the TTM ended March 31, 2014 was 1.9x).

The following factors may have a negative impact on the company's
ratings and/or Outlook:

   -- Fitch's expectation of leverage sustaining above 8.5x;

   -- Fitch's expectation of fixed charge coverage sustaining
      below 1.5x;

   -- Encumbrance of the current unencumbered asset pool.


AMERICAN AIRLINES: Reaches Tentative Labor Deals with Machinists
----------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
American Airlines Group Inc. said it reached tentative labor
agreements with three bargaining groups of US Airways employees
represented by the International Association of Machinists union.
A majority of the 11,000 ramp workers, mechanics and maintenance
instructors must ratify the three-year pacts in the coming weeks.

According to the report, American, which merged with US Airways in
December, is beginning work on reaching joint-labor agreements
with its American and US Airways workers.  This will allow the
employees to agree on combined seniority lists, which is important
to airline employees because it dictates their schedules, vacation
times and, in the case of pilots, type of airplane, which affects
pay, the Journal said.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


ARAMID ENTERTAINMENT: Sent to Chapter 11 Due to Lawsuits
--------------------------------------------------------
Aramid Entertainment Fund Limited, which made loans to, and
investments in, participants in the global media and entertainment
industry, was sent to Chapter 11 bankruptcy by its liquidators
appointed in the Cayman Islands.

Jess Shakespeare and Geoffrey Varga were appointed joint voluntary
liquidators of Aramid funds on May 7, 2014, following the
decisions of the board of directors to wind down those funds.

According to Mr. Varga, over the last several years, AEF has been
embroiled in substantial and time-consuming litigation relating to
some of its investments.  The prosecution and defense of these
actions has consumed a substantial portion of AEF's liquidity and
exposes it to potential liability in several ways.
Mr. Varga believes that the protections afforded by the U.S.
Bankruptcy Code will afford the JVLs an opportunity to evaluate
the merits of each case and formulate a plan with regard to each
of these litigations.

Non-debtor Aramid Capital Partners LLP, a UK partnership, was the
technical service provider of the Debtor.  Molner, the founder of
Sreen Capital International ("SCI"), was the lead individual
involved in ACP's relationship with AEF.  ACP's engagement by AEF
was mutually terminated prior to the Petition Date.

Prior to the Petition Date, Asset Resolution Partners, Ltd.
("ARP"), a Cayman Islands exempted company, was retained by AEF to
help monetize assets and pursue or defend certain legal
proceedings.  ARP reports to the JVLs in all material respects.

                          Bergstein Dispute

One of the primary reasons for the Debtors' current liquidity
concerns is the inability to collect on loans made by AEF to
certain entities controlled by David Bergstein and Ronald Tutor,
and the numerous ancillary litigations arising from or relating to
these loans.  This litigation -- as well as other litigation
involving AEF -- gives rise not only to potential direct liability
to AEF, but to contractual indemnity rights of David Molner and
others, which rights may be enforceable in certain circumstances
such that they could require AEF to indemnify David Molner and
others.

In addition, investors in AEF have repeatedly raised concerns with
ACP, the directors of AEF and the Cayman Islands Monetary
Authority with respect to the prior actions of ACP, including in
connection with its managements of certain of the affairs of AEF
including, without limitation, the multitude of litigation that
ACP has either recommended be brought on behalf of the Debtors or
which has resulted in AEF being named as a defendant which has
resulted in substantial litigation expense.  Further, AEF has been
asked to provide extensive discovery pursuant to Bankruptcy Rule
2004 in connection with the bankruptcy case of Susan H. Tregub,
P.C., former counsel to Bergstein, and also may face litigation in
connection with that bankruptcy case.

Prior to December 2009, AEF had an extensive lending relationship
with certain Bergstein companies.  Beginning in February 2007, AEF
had engaged in approximately 36 transactions in which entities
owned or controlled by Bergstein had borrowed a total of $62.7
million from AEF.  By January 2010, AEF had recovered
approximately $20 million, leaving more than $42 million
outstanding, and that debt was not being serviced by the Bergstein
Companies.

On March 16, 2010, AEF and Cayman Film Holdings Ltd., a wholly-
owned subsidiary of AEF, filed a suit in the United States
District Court in Los Angeles against Bergstein and Tutor,
individually, seeking to collect approximately $12 million owed on
guaranties of loans made to finance motion pictures known as "Love
Ranch" and "Bad Meat".  Aramid Entertainment v Bergstein. Case No.
2:10-cv-01881-JFW-PLA.

One day after commencing litigation against Bergstein and Tutor to
enforce guaranties, on March 17, 2010, involuntary bankruptcy
petitions (initially filed by a group of 13 creditors that
subsequently increased to 27 creditors) were filed in the U.S.
Bankruptcy Court in Los Angeles with respect to certain of the
Bergstein Companies.  These bankruptcy cases have been
extraordinarily contentious and litigious.

On Dec. 30, 2011, AEF, acting jointly with several other
creditors, filed liquidation plans for each of the debtors in
those cases together with the requisite disclosure statements for
each of the Plans.  The Bankruptcy Court has never approved the
disclosure statement.  Instead, at the recommendation of ACP, the
technical service provider, AEF has litigated, or as applicable,
funded additional proceedings, both in the Bankruptcy Court and
other courts, in an effort to collect the monies owed by the
Bergstein Companies.

                    About Aramid Entertainment

Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.

On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.

On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.

The Debtors have tapped Reed Smith, LLP, in New York, as counsel;
and Kinetic Partners (Cayman) Limited as crisis managers.

AEF estimated at least $100 million to $500 million in assets and
less than $50 million in debt.  The Debtors have filed a motion
asking the Bankruptcy Court to extend the time for the Debtors to
file their schedules of assets and liabilities and statements of
financial affairs.


ARAMID ENTERTAINMENT: Proposes Reed Smith as Counsel
----------------------------------------------------
Aramid Entertainment Fund Limited and its affiliated debtors ask
the bankruptcy court for approval to hire Reed Smith LLP as
bankruptcy counsel, nunc pro tunc to the Petition Date.

Reed Smith is an international law firm with approximately 1,900
attorneys in 25 offices in major cities throughout the United
States, Europe, the Middle East and Asia, including an office in
New York City.

By virtue of its prepetition retention, Reed Smith is well-
acquainted with the Debtors' business history, capital structure
and operations.  From September 2010 through May 2014, Reed Smith
was engaged, for the benefit of AEF to provide certain limited
specified services to a committee of independent, non-management-
affiliated directors of AEF.  From the period commencing on May 7,
2014 through the Petition Date, Reed Smith provided advice and
services in connection with the joint voluntary liquidators'
management and efforts with respect to AEF and an affiliate.

The Debtors seek to employ Reed Smith on an hourly basis to act as
general bankruptcy and restructuring counsel in the Chapter 11
cases and, subject to the use of special counsel where necessary
or appropriate, in any and all matters that arise with respect
thereto or to the Debtors.

Reed Smith will bill at its agreed-upon hourly rates, plus out-of-
pocket expenses, advances, and expenses, all subject to the
approval of the Court.  The hourly rates that Reed Smith will
charge for the time worked by the paralegals and attorneys that
will be primarily responsible for Reed Smith's representation of
the Debtors in these cases, effective on and after Jan. 1, 2014,
will be as follows:

                                        Hourly Rate
                                        -----------
         Partners:
         James L. Sanders                   $890
         Paul M. Singer                     $805
         James C. McCarroll                 $770
         Michael J. Venditto                $765
         Jordan W. Siev                     $750
         Richard A. Robinson                $715
         Francisca Mok                      $680
         James Hnilo                        $650


         Casey D. Laffey                    $605

         Associates:
         Sarah K. Kam                       $605
         Chrystal A. Puleo                  $595

         Paralegals:
         Christopher M. LauKamg             $225

The Debtors' counsel can be reached at:

         REED SMITH LLP
         James C. McCarroll, Esq.
         Michael J. Venditto, Esq.
         Jordan W. Siev, Esq.
         Richard A. Robinson, Esq.
         599 Lexington Avenue
         New York, NY 10022-7650
         Telephone: (212) 521-5400
         Facsimile: (212) 521-5450
         E-mail: jmccarroll@reedsmith.com
                 mvenditto@reedsmith.com
                 jsiev@reedsmith.com
                 rrobinson@reedsmith.com

                    About Aramid Entertainment

Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.

On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.

On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.

The Debtors have tapped Reed Smith, LLP, in New York, as counsel;
and Kinetic Partners (Cayman) Limited as crisis managers.

AEF estimated at least $100 million to $500 million in assets and
less than $50 million in debt.  The Debtors have filed a motion
asking the Bankruptcy Court to extend the time for the Debtors to
file their schedules of assets and liabilities and statements of
financial affairs.


ARAMID ENTERTAINMENT: Taps Kinetic Partners as Crisis Managers
--------------------------------------------------------------
Aramid Entertainment Fund Limited and its affiliated debtors ask
the bankruptcy court for approval to hire Kinetic Partners
(Cayman) Limited as crisis managers, nunc pro tunc to the Petition
Date.

Kinetic Partners LLP, of which Kinetic is the firm's wholly owned
Cayman operating entity is a leading provider of tailored
consulting, advisory and assurance services to clients within the
financial services industry.  Kinetic Partners currently has over
160 professionals across its eight global offices.

The joint voluntary liquidators of the Debtors are partners at
Kinetic Partners.  Geoffrey Varga is the global head of Kinetic
Partners' Corporate Recovery and Restructuring group.  Jess
Shakespeare is a partner in Kinetic Partners' Corporate Recovery
group.

As provided for in an Engagement Letter, Messrs. Varga and s
Shakespeare will continue to provide services as joint voluntary
liquidators of AEF and ALTL, and with the help of certain
professionals at Kinetic Partners, will perform a broad range of
services, including but not limited to:

   -- locating and taking possession of all remaining assets of
the Debtors, and performing accounting of the assets and
liabilities of the Debtors if required;

   -- diligently and efficiently pursuing recovery and realization
of the assets of the Debtors;

   -- carrying out operations of the Debtors insofar as it may be
necessary for the beneficial liquidation thereof, and subject to
available cash in the Debtors, paying the outstanding debts,
obligations and liabilities of the Debtors;

   -- distributing any proceeds received and remaining assets of
the Debtors to each of the Debtors' respective creditors and
investors (in the priorities as prescribed under the applicable
laws);

   -- providing advice when required and to manage the various
litigation relating to the Debtors' investments.

The hourly rates that will be charged for the time for Geoffrey
Varga and Jess Shakespeare in connection with this engagement are
$750 and $650, respectively.

The Debtor will reimburse Kinetic, upon receipt of periodic
billings, for all reasonable and necessary out-of-pocket expenses
incurred in connection with the Chapter 11 cases including travel,
accommodation and incidentals.

Because Kinetic is not being employed as a professional under
Section 327 of the Bankruptcy Code, it will not submit quarterly
fee applications pursuant to 11 U.S.C. Sections 330 and 331.
Kinetic will, however, file with the Court, and provide notice to
the United States Trustee and all official committees, reports of
compensation earned and expenses incurred on at least a quarterly
basis.

The Debtors do not believe that Kinetic is a "professional" whose
retention is subject to approval under Section 327.  Nonetheless,
to the best of Debtors' knowledge, and except as otherwise
disclosed, Kinetic (a) is a "disinterested person" within the
meaning of Section 101(14), (b) does not hold or represent an
interest adverse to the Debtors' estates, and (c) has no
connection to the Debtors, their creditors, or their related
parties.

The firm can be reached at:

         Geoffrey Varga
         Jess Shakespeare
         KINETIC PARTNERS (CAYMAN) LIMITED
         1st Floor, The Harbour Centre
         42 North Church Street
         PO Box 10387, Grand Cayman
         Cayman Islands
         Tel: +1 646 867 7833 New York
              +1 345 623 9900 Cayman
         Fax: +1 345 943 9900
         E-mail: geoff.varga@kinetic-partners.com
                 jess.shakespeare@kinetic-partners.com

                    About Aramid Entertainment

Aramid Entertainment Fund Limited has been engaged in the business
of providing short and medium term liquidity to producers and
distributors of film, television and other media and entertainment
content by way of loans and equity investments.

On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic
Partners (Cayman) Limited were appointed under Cayman law as the
joint voluntary liquidators of AEF and two affiliates.

On June 13, 2014, the JVLs authorized AEF and two affiliates to
file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead
Case No. 14-11802) in Manhattan on June 13, 2014.

The Debtors have tapped Reed Smith, LLP, in New York, as counsel;
and Kinetic Partners (Cayman) Limited as crisis managers.

AEF estimated at least $100 million to $500 million in assets and
less than $50 million in debt.  The Debtors have filed a motion
asking the Bankruptcy Court to extend the time for the Debtors to
file their schedules of assets and liabilities and statements of
financial affairs.


ARCHDIOCESE OF MILWAUKEE: Fate of Insurance Remains Unknown
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that sexual abuse victims won't know until after the
Archdiocese of Milwaukee emerges from Chapter 11 whether they can
look to an insurance policy with OneBeacon Insurance Co. to pay
part of their claims.

According to the report, U.S. Bankruptcy Judge Susan V. Kelley in
Milwaukee denied OneBeacon's request to continue an insurance
coverage appeal in state supreme court.  The insurance company won
a lawsuit in state court before bankruptcy where the judge ruled
that sexual abuse claims weren't a type of "accident" covered by
the policy.  To complete an appeal, OneBeacon must wait until the
archdiocese's Chapter 11 plan is approved, at which time the so-
called automatic stay will terminate and the appeal can proceed,
Judge Kelley said, the report related.

              About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

                         *     *     *

Judge Susan Kelly has set the confirmation hearing for mid-October
2014.  Specifically, the dates for the confirmation hearing are
Oct. 14, 15, 16, and 17, to begin at 10:00 a.m. each day.


ARMOR HOLDING II: S&P Retains 'B-' CCR on New $40MM Add-On Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating on Armor Holding II LLC, the holding company for
American Stock Transfer (AST), and its 'B' issue-level and '2'
recovery ratings on Armor's first-lien credit facilities, are
unchanged on the proposed issuance of a $40 million add-on to the
company's first-lien term loan to fund its acquisition of D.F.
King.

The acquisition will expand AST's proxy solicitation business, and
add bankruptcy services.  The acquisition is roughly neutral to
credit metrics initially, including the company's leverage of over
12x treating its preferred stock as debt due to the liquidation
preference on change of control.  S&P believes that cost-saving
opportunities at D.F. King are likely to result in lower leverage
over the next 12 months.

The ratings reflect Armor's "highly leveraged" financial risk
profile and "weak" business risk profile, incorporating its narrow
market focus and float income, which is volatile (though currently
at cyclically low levels).  The stable outlook reflects S&P's view
that the company's good position in the transfer agent market,
recurring fee revenues, and improving product diversity are likely
to support stable operating earnings and positive free operating
cash flow.

RATINGS LIST

Armor Holding II LLC
Corporate credit rating                          B-/Stable
  Senior secured first lien                       B
   Recovery rating                                2
  Senior secured second lien                      CCC
   Recovery rating                                6


AUXILIUM PHARMACEUTICALS: Moody's Keeps Ratings Over Vogelxo OK
---------------------------------------------------------------
Moody's Investors Service commented that the FDA's recent approval
of a new testosterone gel product is credit negative for Auxilium
Pharmaceuticals, Inc., the manufacturer of Testim testosterone
gel. The newly approved product is Vogelxo, a 1% testosterone gel
manufactured by Upsher-Smith Laboratories, Inc.

There is currently no effect on Auxilium's ratings including the
B3 Corporate Family Rating or the Ba3 senior secured bank credit
facility rating. The rating outlook is negative.

Headquartered in Chesterbook, Pennsylvania, Auxilium
Pharmaceuticals, Inc. ("Auxilium") is a niche pharmaceutical
company with a focus on urological diseases and other specialty
areas. Auxilium reported $400 million of revenue in 2013 including
revenue from Actient Holdings LLC, acquired on
April 26, 2013.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


BAY VIEW ELDERLY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bay View Elderly Housing LLP
        238 Northway Park Road
        Machesney Park, IL 61115

Case No.: 14-81875

Chapter 11 Petition Date: June 13, 2014

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

Judge: Hon. Thomas M. Lynch

Debtor's Counsel: George P Hampilos, Esq.
                  HAMPILOS & LANGLEY, LTD.
                  308 West State Street, Suite 210
                  Rockford, IL 61101
                  Tel: 815 962-0044
                  Fax: 815 962-6250
                  Email: georgehamp@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph R. Gallina, president/Land
Development Inc.

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


BAYTEX ENERGY: Moody's Hikes Rating on $300MM Senior Notes to Ba3
-----------------------------------------------------------------
Moody's Investor's Services upgraded Baytex Energy Corp.'s US$150
million senior unsecured notes due 2021 and C$300 million senior
unsecured notes due 2022 to Ba3 from B1 and Baytex's shelf rating
to (P)Ba3 from (P)B1. Baytex's other ratings are unchanged and the
outlook remains positive.

The senior unsecured notes were upgraded because Baytex's entire
capital structure has now become unsecured following the closing
of the Aurora Oil & Gas Limited (Aurora) acquisition.

Issuer: Baytex Energy Corp.

  Multiple Seniority Shelf, Upgraded to (P)Ba3 from (P)B1

  Senior Unsecured Regular Bond/Debenture Jul 19, 2022, Upgraded
  to Ba3 from B1

  Senior Unsecured Regular Bond/Debenture Feb 17, 2021, Upgraded
  to Ba3 from B1

  Senior Unsecured Regular Bond/Debenture Jul 19, 2022, Upgraded
  to a range of LGD4, 51 % from a range of LGD5, 77 %

  Senior Unsecured Regular Bond/Debenture Feb 17, 2021, Upgraded
  to a range of LGD4, 51 % from a range of LGD5, 77 %

Ratings Rationale

Baytex's Ba3 Corporate Family Rating (CFR) reflects its
significant reserves and production base, oily product mix (85%
liquids), geographic diversity, and solid cash margins and
leveraged full cycle ratio (LFCR). The rating also considers the
high dividend payment compared to cash flow which drives a weak
retained cash flow to debt metric, and weak leverage in terms of
E&P debt to production and E&P debt to proved developed reserves.

Baytex will have adequate liquidity (SGL-3) through mid-2015.
Although Baytex had no cash at closing, it does have $500 million
available under $1.4 billion of increased bank revolver and term
facilities, against Moody's expectation of about $100 million of
negative free cash flow after capital expenditures and dividends.
Baytex has no debt maturities in the next year, and Moody's
expects covenant headroom to be adequate. Baytex will also gain
liquidity from likely asset dispositions.

The positive outlook reflects Moody's view that Baytex may exhibit
the characteristics of a Ba2 rating if it sells assets to reduce
debt, and can successfully integrate Aurora and demonstrate
production and reserves growth.

The rating could be upgraded if Baytex closes the Aurora
acquisition and production exceeds 70,000 boe/d, while maintaining
retained cash flow to debt above 40% and E&P debt to production
below US$25,000/boe.

The rating could be downgraded if E&P debt to production appeared
likely to rise above US$40,000/boe or if retained cash flow to
debt appeared likely to fall below 20%.

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.

Baytex is a Calgary, Alberta-based exploration and production
company that has proved reserves of approximately 250 million
barrels of oil equivalent and net of royalties average daily
production of approximately 70,000 boe/d of which 85% is oil.


BERNARD L. MADOFF: SIPC Pushes For Clawback Claims Ruling Review
----------------------------------------------------------------
Law360 reported that Securities Investor Protection Corp. urged a
New York federal court to allow the trustee liquidating disgraced
Ponzi schemer Bernie Madoff's investment group to appeal a recent
decision that could threaten the trustee's clawback suits against
investors affected by the scheme.

According to the report, SIPC is pushing the court to grant
trustee Irving H. Picard's bid for certification of an
interlocutory appeal of U.S. District Judge Jed S. Rakoff's April
27 decision, which allowed the defendants to seek dismissal of
Picard's claims on the grounds he had failed to adequately allege
they were motivated by a lack of good faith.  Picard has
maintained that Judge Rakoff's decision conflicts with rulings by
the Second Circuit that place the burden of proof for such a
defense on the defendants.

The case is Securities Investor Protection Corporation v. Bernard
L. Madoff Investment Securities LLC, case number 1:12-mc-00115, in
the U.S. District Court for the Southern District of New York.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERNARD L. MADOFF: High Court Frees JPMorgan From Trustee's Bid
---------------------------------------------------------------
Law360 reported that the U.S. Supreme Court has agreed to remove
JPMorgan Chase & Co. from a list of respondents in the trustee for
notorious Ponzi scheme mastermind Bernie Madoff's petition to sue
various banks for their alleged roles in the $64 billion scheme,
according to documents filed with the court.

According to the report, the high court granted a joint request to
remove JPMorgan from the list, citing the settlement of trustee
Irving Picard's claims against the investment bank for $543
million, which a New York bankruptcy judge approved in February.
Picard and JPMorgan each said they had agreed to pay their own
costs relative to the petition, the report related.  The order
does not otherwise affect the status of the petition, which names
various other respondents including UBS AG and HSBC Bank PLC, the
report further related.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERNARD L. MADOFF: Banks Back Bid Against Cert in Trustee Suit
--------------------------------------------------------------
Law360 reported that a group of banks has joined together to ask
the U.S. Supreme Court not to hear a bid by the liquidation
trustee for Bernie Madoff's investment group to sue the banks for
billions of dollars for what he says is their complicity in
Madoff's Ponzi scheme, according to a brief.

According to the report, HSBC Bank PLC, UBS AG, UniCredit SpA and
others banded together to fend off Supreme Court scrutiny of a
June 2013 decision by the Second Circuit that found that the
trustee, Irving H. Picard, could not sue for a wrong as the
representative of a perpetrator of the wrongdoing, according to
the filing.  The banks argued that Picard hadn't shown why the
Securities Investor Protection Corp. should be permitted to step
in and pursue litigation in markets that are already regulated by
the U.S. Securities and Exchange Commission and others, Law360
reported, citing the brief.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIRCH COMMUNICATIONS: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family
Rating (CFR) and Caa1-PD Probability of Default Rating (PDR) to
Birch Communications, Inc.  Moody's has also assigned B3
(LGD3-35%) ratings to the company's proposed $500 million senior
secured 1st lien credit facilities which consist of a $450 million
term loan due 2020 and a $50 million revolver due 2019. The
proceeds from the new term loan will be used to refinance existing
debt at Birch and fund the acquisition of Cbeyond, Inc., a telecom
provider based in Atlanta, GA. The ratings are contingent upon
Moody's review of final documentation and no material change in
the terms and conditions of the debt as advised to Moody's. The
outlook is stable.

Issuer: Birch Communications, Inc

Assignments:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned Caa1-PD

US$450M Senior Secured Bank Credit Facility, Assigned B3
(LGD3-35%)

US$50M Senior Secured Bank Credit Facility, Assigned B3
(LGD3-35%)

Outlook Actions:

Outlook, Stable

Ratings Rationale

Birch's B3 CFR reflects its low margin, weak organic revenue
growth and the intense competitive pressures that the company
faces from larger peers. Birch's acquisition of Cbeyond will
require extensive integration work due to the slightly different
business models and network assets of the two companies. Birch's
plan to double Cbeyond's EBITDA through cost reductions could be
disruptive to Cbeyond's existing customer base and require a
significant cash investment before merger benefits are realized.
The pro forma credit metrics of the combined business including
management's estimated synergies would be strong for the B3
rating. However, Moody's views the execution risk inherent in the
integration work precludes a higher rating.

Despite the integration risks, the ratings are supported by
Birch's moderate leverage of 3.9x (Moody's adjusted) within 18 to
24 months following the transaction (including some cost savings
from deal synergies) and good free cash flow given its low capital
intensity of around 5% capex/revenue. In addition, management's
high ownership stake in the company and focus on cost controls and
prudent capital spending are credit positives.

Moody's believes that service providers that own end user
connections are the industry's dominant players, and are protected
by high barriers to entry from competition. These last-mile assets
also have the longest economic lives in the network and are the
slowest to evolve technologically. However, while the end user
connections have the most value and are the most difficult to
replicate, they are also the most capital intensive relative to
applicable revenue generated. Given Birch's heavy reliance upon
leased last-mile connections, Moody's believes it faces challenges
competing effectively with cable competitors and other telecom
peers which have invested heavily in their networks. Moody's
expects Birch's margin to remain low given continued industry
pricing pressure.

Moody's expects Birch to have adequate liquidity over the next
twelve months supported by approximately $11 million of cash on
the balance sheet and an undrawn $50 million revolving credit
facility following the close of the transaction. The senior
secured credit facilities are expected to have two financial
covenants: maximum total leverage and minimum interest coverage
tests, and Moody's expects these to be set with ample cushion with
the new credit agreement.

The ratings for the debt instruments reflect both the probability
of default of Birch, to which Moody's assigns a PDR of Caa1-PD,
and individual loss given default assessments. The senior secured
credit facilities are rated B3 (LGD-3, 35%), in line with the CFR,
given that the credit facilities comprise the majority of debt in
the capital structure.

The stable outlook reflects Moody's view that Birch will realize
acquisition synergies and reverse revenue declines such that
leverage will fall below 4x (Moody's adjusted) by year end 2015.

Moody's could consider a ratings upgrade if the company is able to
improve its EBITDA margin towards the mid to high 20% range such
that leverage falls below 3x (Moody's adjusted) and free cash flow
to debt exceeds 10%. Downward rating pressure could develop if
liquidity becomes strained or if leverage approaches 5x (Moody's
adjusted). Moody's could also lower the ratings if the company is
unable to grow revenue and improve EBITDA margin.

The principal methodology used in this rating was 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 Atlanta, GA, Birch Communications, Inc. is a provider of
IP- based voice and data communications, cloud and managed
services to small and medium businesses.


BROOKLYN CENTER: Moody's Affirms Ba3 Gen. Obligation Debt Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on Brooklyn
Center Independent School District (ISD) 286, MN's outstanding
general obligation (GO) debt. Debt service on the bonds is secured
by the district's general obligation unlimited tax pledge which is
not limited by rate or amount. As of June 30, 2013, the district
had $29.9 million of GO debt outstanding. Moody's has also revised
the outlook to positive.

Summary Rating Rationale

The Ba3 rating reflects the district's long-term deficit General
Fund position as well as its heavy reliance on cash flow borrowing
to finance operations. The rating also incorporates the district's
modestly sized and declining tax base, weak demographic profile,
and elevated debt burden.

The positive outlook reflects Moody's expectation that the changes
implemented by management will continue to generate positive
results and improve the district's overall financial position over
the medium term. The district has posted two consecutive operating
surpluses and management expects the district to emerge from
Statutory Operating Debt (SOD) at the close of fiscal 2015 and
have a positive fund balance by the close of fiscal 2016.

Strengths

  Positive results in both fiscal 2012 and 2013 with additional
  operating surplus anticipated in fiscal 2014

  Relatively new strong management team has implemented stronger
  financial policies and expenditure controls

  Favorable location in the Twin Cities metropolitan area

  Growing enrollment, which favors favorably into revenue

Challenges

  High debt burden

  Long-term trend of operating deficits resulting in deficit

  General Fund position

  Heavy reliance on cash flow borrowing

  Extended history of negative budgetary variances

Outlook

Given recent performance and new management policies, the positive
outlook reflects Moody's expectation that the changes implemented
by management will continue to generate positive results and
improve the district's overall financial position over the medium
term.

What Could Move The Rating Up

  Ongoing operating surpluses that lead to material improvement
  in the district's liquidity and reserves

  Significant expansion of the district's tax base coupled with
  strengthening of the district's resident income profile

  Material reduction in the district's debt burden

What Could Move The Rating Down

  Failure to adhere to the published Statutory Operating Plan
  and/or operating deficits

  Emergence of enrolment declines placing pressure on district
  revenues

  Growth in the district's debt burden

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


BROOKSTONE HOLDINGS: Sale Expected to Close in July
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Brookstone Co., the 242-store specialty retailer,
will be sold to a group composed of retailing conglomerate
Sanpower Group and Hong Kong-based private-equity firm Sailing
Capital under a $173 million contract that includes $135.7 million
in cash.  According to the report, the agreement with Sailing
Innovation requires that the bankrupt retailer use "commercially
reasonable efforts" to insure that the bankruptcy court approve
Brookstone's Chapter 11 plan and that the plan be implemented by
July 8.  The outside closing date is July 31, the report related.

                    About Brookstone Holdings

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

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

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

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

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

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

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


BUDD CO: Says It Needs No Official Asbestos Claimant Committee
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Budd Co., in a filing with the U.S. Bankruptcy Court
in Chicago, said it doesn't need an official committee to
represent asbestos personal-injury claimants, since almost 95
percent of 42,400 suits were dismissed outright and the rest were
settled for less than $5,000 each.

The filing was in response to an ad hoc group of asbestos
claimants's request for the appointment of an official committee
to represent them, so Budd would pay the cost of their lawyers,
according to the report.  The company and the U.S. Trustee both
opposed the request, the report said.

                     About The Budd Company

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

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

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

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

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

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


CBRE SERVICES: Moody's Affirm 'B1' Senior Secured Rating
--------------------------------------------------------
Moody's Investors Service affirmed the Ba1 senior secured bank
credit facility rating, Ba1 senior unsecured rating, (P)Ba1 senior
unsecured shelf rating, (P)Ba2 senior subordinate shelf rating,
and the (P)Ba2 subordinate shelf rating of CBRE Services, Inc. The
rating outlook was revised to positive from stable.

Ratings Rationale

The positive outlook reflects CBRE's improved balance sheet
through a reduction in Net Debt/Recurring TTM EBITDA to 2.6x at
1Q14 from 3.8x at 1Q12, and enhanced liquidity with a $1.2 billion
revolving credit facility and large cash balance. In addition, the
company has steadily improved its operating performance, resulting
in interest coverage increasing to 6.3x at 1Q14 from 4.1x at 1Q12.
The outlook revision also reflects Moody's expectation that these
improved credit metrics and operating improvement will continue.

CBRE has made meaningful improvement in broadening its global
diversification following the acquisition of Norland Managed
Services in December 2013, such that revenues from the Americas
has been reduced to 54% as of the 1Q14 from 62% as of 1Q13. In
addition, the company has made progress in diversifying and
expanding business lines/revenue streams within its commercial
real estate services by adding materially to recurring revenues
from the purchase of ING REIM's businesses and more recently,
Norland. Finally, Moody's notes the company's track record for
making large leveraged acquisitions, however the current
management team has adopted a more deliberate and conservative
strategy such that this no longer represents a major credit
concern.

A rating upgrade would be predicated upon a permanent reduction in
leverage as defined by net debt to recurring EBITDA below 2.0X
(accounting for CBRE's proportionate share of notes payable),
fixed charge coverage exceeding 4.5X, with the expectation that it
would remain above 4.5X through market cycles and continued growth
in free cash flow and retained cash flow as a percentage of debt.
Ratings improvement also would reflect continued demonstration of
the company's commitment to a conservative financial policy. A
return to stable would result should the company experience a
reversal in its deleveraging strategy such that net debt to
recurring EBITDA exceeds 4.0X and fixed charge coverage falls
below 3.0X, both on a sustained basis. Additionally, erosion in
market leadership or a large leveraged acquisition would also
create downward ratings pressure.

The following ratings were affirmed and the outlook was revised to
positive:

  CBRE Services, Inc. -- senior secured bank credit facility at
  Ba1, senior unsecured debt at Ba1, senior unsecured shelf at
  (P)Ba1, senior subordinate shelf at (P)Ba2 and subordinate
  shelf at (P)Ba2.

Moody's last rating with respect to CBRE Services, Inc. was on
April 16, 2013.  Moody's affirmed the Ba1 senior secured bank
credit facility rating, the Ba1 senior unsecured rating and the
Ba2 senior subordinated rating and assigned a (P)Ba1 rating to the
senior unsecured shelf, a (P)Ba2 to the senior subordinated shelf,
and a (P)Ba2 to the subordinated shelf. The ratings outlook
remained stable.

CBRE Services, Inc. [NYSE: CBG] is the largest global commercial
real estate services and investment firm based on 2013 revenues.
Services provided include commercial property and facilities
management, occupier and property/agency leasing, property sales,
investment management, valuation, commercial mortgage origination
and servicing, capital markets (equity and debt) solutions,
development and proprietary research. CBG is headquartered in Los
Angeles, California, USA, and has approximately 44,000 employees
in approximately 350 offices worldwide.

CBRE Services, Inc.'s ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside CBRE Services, Inc.'s core
industry and believes CBRE Services, Inc.'s ratings are comparable
to those of other issuers with similar credit risk.


CHASSIX INC: New $25MM Add-on No Impact on Moody's Caa1 Rating
--------------------------------------------------------------
Moody's Investors Service commented that Chassix, Inc.'s proposed
$25 million add-on to its $350 million 9.25% senior secured notes
has no impact on the company's ratings, including the Caa1
corporate family rating or stable outlook. The proposed add-on
also has no impact on the company's 9.25% senior secured operating
company notes rated Caa1 or the Chassix Holdings, Inc. $150
million PIK toggle notes rated Caa3.

Chassix, Inc. is the parent holding company for the combined
operations of Diversified Machine, Inc. (DMI) and Concord
International, Inc. DMI and Concord manufacture, cast, machine and
assemble fully-engineered chassis and powertrain components and
modules for leading automotive original equipment manufacturers
("OEMs") and Tier 1 suppliers. Chassix, Inc. is a wholly-owned
subsidiary of affiliates of Platinum Equity Advisors, LLC.


COLDWATER CREEK: May Reject Groupon Merchant Agreement
------------------------------------------------------
The Bankruptcy Court authorized Coldwater Creek Inc., et al., to
reject a Merchant Agreement with Groupon, Inc., nunc pro tunc to
the Petition Date.

As reported in the Troubled Company Reporter on April 15, 2014,
the Debtors had determined that their estates would be best served
by avoiding the burdens associated with the Debtors' continued
performance under the Contract, which was entered into by and
between Debtor CWC Rewards Inc. and Groupon on Nov. 15, 2013.  The
deal provides for general promotional advertising and marketing
services.  Because the Debtors are seeking to liquidate their
business as expeditiously as possible, these services are no
longer necessary.

                     About Coldwater Creek

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

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

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

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

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

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

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represents the Committee.


COLDWATER CREEK: Files Schedules; Oct. 8 Gov't Claims Bar Date Set
------------------------------------------------------------------
Coldwater Creek Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $721,468,388
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                      $425,475,739
                                 -----------      -----------
        Total                   $721,468,388*    $425,475,739*

* plus undetermined amount

A copy of the schedules is available for free at
http://bankrupt.com/misc/COLDWATERCREEK_356_sal.pdf

                          *     *     *

The U.S. Bankruptcy Court for the District of Delaware established
Oct. 8, 2014, as the deadline for any governmental unit to file
proofs of claim against Coldwater Creek Inc., et al.

The Court set June 13 as the general claims bar date.

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

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

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

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

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

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

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represents the Committee.


COLDWATER CREEK: Wood County Balks at Employment of GA Keen
-----------------------------------------------------------
Wood County Development Authority filed a limited objection to
Coldwater Creek Inc., et al.'s application to employ GA Keen
Realty Advisors as real estate advisors.

Wood County leases a large distribution center to the Debtor.

Wood County asserted that the Debtor must not market the
distribution center lease, subject to the same provisions that the
Debtors propose to govern the leases of their retained stores.

As reported in the Troubled Company Reporter on June 2, 2014,
the Debtors employed GA Keen, the real estate division of Great
American Group, Inc., subject to bankruptcy court approval.  The
Debtors announced its decision to liquidate all of its stores
earlier this year.

"These leaseholds represent a strategic opportunity for retailers
to acquire below market leases in many of the most desirable
Malls, Lifestyle Centers, Street and Factory Outlet locations
throughout the country.  A portfolio like this has not come on the
market in years," said GA Keen Realty Advisors Co-President,
Matthew Bordwin.  "As part its bankruptcy proceeding Coldwater
Creek controls the disposition process and has the ability to
assign its leases to other retailers.  As such, retailers should
contact us immediately if they are interested in any of the
available locations," added Mr. Bordwin.

The retail spaces range from 3,249 sq. ft. to 15,844 sq. ft.,
averaging approximately 5,600 sq. ft.  The leases are being
marketed pursuant to Bid Procedures that have been filed with the
bankruptcy court and remain subject to court approval.  The Bid
Procedures provide for a Bid Deadline of June 26 and an Auction
Date of July 8.  However, offers are now being considered for
both individual stores and/or packages of multiple locations.

                     About Coldwater Creek

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

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

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

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

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

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

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represent the Committee.


COLDWATER CREEK: Lease Assignment Procedures Approved
-----------------------------------------------------
The Bankruptcy Court authorized Coldwater Creek Inc., et al., to

   i) implement procedures to effectuate the assumption and
assignment of the Debtors' unexpired leases of nonresidential real
property; and

  ii) establish bidding procedures for those leases not subject to
the Assignment Procedures.

The Court also approved cure procedures and noticing to the
landlords and any other non-Debtor parties with respect to each
applicable lease in connection with any assumption and assignment
of the leases.

The Court approved the auction for the leases on July 8, 2014, at
10:00 a.m., at the offices of Shearman & Sterling LP, 599
Lexington Avenue, New York City.  The sale hearing will be held
July 17, at 11:00 a.m.

The Debtors, in their application, stated that as the going out
business sales progress, and store inventory decreases, the
Debtors will close stores and look to rid the estates of the
administrative expense associated with the leases.  To assist with
their efforts to maximize the value of their lease portfolio, the
Debtors have entered into an engagement agreement with GA Keen
Realty Advisors, LLC.

                             SPA Lease

On May 22, the Debtors requested for authorization to assume
unexpired, nonresidential leases and executory contracts, and
assign their interests therein to ASJ Consulting, LLC or its
designee.  The purchaser emerged as the successful bidder at the
Spa auction with a bid that involved cash consideration in the
amount of $1,050,000, plus additional consideration for certain
inventory at the spa locations.  It is expected that the Spa sale
will be fully consummated on a date that is approximately four
weeks from entry of the order approving the motion.

                     About Coldwater Creek

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

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

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

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

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

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

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represents the Committee.


COLDWATER CREEK: Committee Loses Bid to Block Disclosure Hearing
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Official Committee of Unsecured Creditors
appointed in the Chapter 11 case of Coldwater Creek Inc. failed in
its second effort at forestalling a hearing on approval of
disclosure materials explaining the liquidating retailer's Chapter
11 plan.

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
denied the Committee's motion for its request to file a competing
plan to be heard on an expedited basis, saying there's "absolutely
no need" for an emergency hearing.  Following entry of Judge
Shannon's order, the creditors' committee filed another objection,
again saying the disclosure statement shouldn't be approved
because it has been submitted in connection with a "patently
unconfirmable" plan, the report related.

                      About Coldwater Creek

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

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

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

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

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

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


COMPASS MINERALS: Moody's Rates $200MM Sr. Unsecured Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the
proposed $200 million senior unsecured notes due 2024 of Compass
Minerals International, Inc. Compass Minerals has stated that
proceeds from the new notes will be used to redeem the company's
outstanding $100 million senior unsecured notes due 2019 and for
general corporate purposes. Moody's also assigned a Ba1 rating to
the company's amended and restated $125 million revolving senior
credit facilities due August 2017. Concurrently, the rating agency
has affirmed Compass Minerals' Ba1 corporate family rating (CFR),
Ba1-PD probability of default rating (PDR), and SGL-2 Speculative
Grade Liquidity (SGL) rating. The rating outlook remains stable.

"The new notes will slightly increase Compass Minerals' leverage,
but leverge will remain adequate for the current rating level,"
says Anthony Hill, a Moody's Vice President -- Senior Analyst and
lead analyst for Compass Minerals. "We believe the company will
use some of the proceeds from the new notes to pre fund growth
capital expenditures that will support its credit profile."

Assignments:

Issuer: Compass Minerals International, Inc.

  $125 million Senior Secured Bank Credit Facility due 2017, Ba1
  LGD3, 38%

  $200 million Senior Unsecured Notes due 2024, Ba2 LGD5, 86%

Affirmations:

Issuer: Compass Minerals International, Inc.

  Corporate Family Rating, Ba1

  Probability of Default Rating, Ba1-PD

  Speculative Grade Liquidity Rating, SGL-2

  $384 million Senior Secured Term Loan due 2017, Ba1 LGD3, 38%

  $100 million Senior Unsecured Notes due 2019, Ba2 LGD6, 90%

Ratings Rationale

The Ba1 CFR reflects Compass Minerals' small scale as measured by
net sales, net assets, and limited product portfolio diversity.
For example, the salt segment typically makes-up approximately 82%
of Compass Minerals' net sales. Furthermore, the weather-dependent
highway deicing business (which is a part of the salt segment)
alone typically generates around 50% of the company's net sales.
Additionally, the rating reflects the mature nature of the highway
deicing business (Moody's expects continued low single digit
volume growth rates over the coming years), as well as the
company's need to pursue capital projects or acquisitions in order
to provide any desired increase in revenue and earnings growth
over time.

More positively, the rating also reflects the company's solid
operating and credit metrics. Pro forma for the new note issuance,
Compass Minerals' Moody's-adjusted debt/EBITDA ratio for the last
12 months ending March 2014 will increase to 2.4x from 2.0x.
Nevertheless, Moody's views the company's leverage as adequate for
the rating. Additionally, Compass Minerals has cost-advantaged,
secure access to high quality salt deposits, and maintains an
efficient distribution network that utilizes low-cost water
transportation. The company is also a cost-advantaged producer of
sulfate of potash (SOP) fertilizer from naturally occurring
brines. As a specialty fertilizer for high-value crops such as
fruits and nuts that is sold at a premium over commodity potash
fertilizer, SOP helps to insulate the company from commodity
potash industry pressures.

Compass Minerals' liquidity is currently good, as reflected by the
assigned SGL-2 rating. Moody's expects Compass Minerals to
maintain sufficient cash balances and ample availability under its
$125 million revolving credit facility over the next 12 to 18
months; however, the company may exhibit negative free cash flow
in 2015 as it embarks on a number of capital expenditure projects
to support its stated goal to reach EBITDA generation of $500
million by 2018 (versus an EBITDA $287 million for the twelve
months ended March 31, 2014 and on a Moody's-adjusted basis).
Moody's expects cash from the new debt issuance, cash flow from
operations and revolver availability to support the company's good
liquidity over the next 12 to 18 months.

In accordance with the rating agency's Loss Given Default
methodology, the first-lien senior secured credit facilities (the
$125 million revolver due 2017 and the $379.3 million term Loan
also due in 2017) are rated Ba1, at the same level as the CFR.
This is due to the first-lien senior secured agreement's priority
over the proposed $200 million senior unsecured notes due 2024,
which are rated Ba2 or one notch below the Ba1 CFR. The new senior
unsecured notes due 2024 are notched down from the CFR, reflecting
their subordinated ranking in the capital structure.

The stable rating outlook reflects Moody's expectation of solid
operating performance from Compass Minerals over at least the next
18 months.

Compass Minerals' business profile, modest size, and secured
capital structure constrain its long-term rating to the high-end
of the Ba-rating category. Further growth in the company's
specialty fertilizer business such that it becomes a larger
contributor to Compass Minerals' overall earnings could help the
company achieve an investment-grade profile (Baa3 or higher).
Additionally, to be considered for an investment-grade rating,
Moody's would expect the company to exhibit an investment-grade
capital structure (comprised only of unsecured debt with extended
maturities); and establish a financial policy appropriate for an
investment-grade rating.

Moody's does not expect any pressure to move the rating downward
over the coming quarters. However, if Compass Minerals made a
large acquisition or if there was a change in the company's
financial philosophy, the rating agency would consider downgrading
the rating. Quantitatively, Moody's would consider downgrading
Compass Minerals' rating if its EBITDA margin falls sustainably to
around 20%; or its debt/EBITDA ratio rises towards 3.5x, both on a
Moody's-adjusted basis.

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

Headquartered in Kansas, US, Compass Minerals International, Inc.
is a leading North American producer of salt used for highway
deicing, agriculture applications, water conditioning, and other
consumer and industrial uses. The company is also a significant
producer of SOP used on specialty crops, such as fruits and nuts,
in the US and Canada. For the twelve months ended March 31, 2014
Compass Minerals generated net sales (gross revenues after
shipping and handling) and a Moody's-adjusted EBITDA of $851
million and $287 million, respectively.


CONSOLIDATED ALUMINUM: Confirms Asbestos Plan
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Consolidated Aluminum Corp., an indirect subsidiary
of Switzerland-based Lonza Group AG, won approval of a Chapter 11
plan dealing with asbestos and other personal-injury claims.
According to the report, the Allendale, New Jersey-based company,
which ceased operations in 1994 when the business was sold, easily
won approval of its plan because it only deals with existing
claims.

The case is In re Consolidated Aluminum Corp., 13-bk-37149, U.S.
Bankruptcy Court, District of New Jersey (Newark).  The Debtor's
counsel is Sharon L. Levine, Esq., at LOWENSTEIN SANDLER LLP, in
Roseland, New Jersey.


CONSTAR INT'L: UTB Takes Over Netherlands PET Plant Operations
--------------------------------------------------------------
Anthony Clark, writing for European Plastics News, reported that
UTB Industry, situated in Waalwijk in the Netherlands, has taken
over the Zevenaar-based operations of PET bottle manufacturer
Constar following its bankruptcy in May.  The report noted that
Constar was declared bankrupt after its parent company, Constar
International in the US, proposed to break ties with its European
operations when it went into Chapter 11 bankruptcy protection.
The report said Constar's Netherlands activities will resume as
part of a new venture, Constar Plastics.  The company will
continue under the current management, the report added.

                       About Constar Int'l

Privately held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.

This is Constar International's third bankruptcy.  Constar, which
manufactures plastic containers, first filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13432) in December
2008, with a pre-negotiated Chapter 11 Plan and emerged from
bankruptcy in May 2009.  Constar and its affiliates returned to
Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan.
11, 2011, with a pre-negotiated Chapter 11 plan and emerged from
bankruptcy in June 2011.

The 2013 petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Judge Christopher S. Sontchi oversees the 2013 case.

Constar is represented by Michael J. Sage, Esq., Brian E. Greer,
Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq.,
at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher,
Esq., at Young Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC
serves as Constar's claims and noticing agent, and administrative
advisor.  Lincoln Partners Advisors LLC serves as the Debtors'
financial advisor.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

In February 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.


DAIS ANALYTIC: Posts $404K Net Loss for Q1 Ended March 31
---------------------------------------------------------
Dais Analytic Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $404,370 on $251,581 of revenue for the
three months ended March 31, 2014, compared with a net loss of
$306,149 on $620,042 of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.51
million in total assets, $4.15 million in total liabilities, and a
stockholders' deficit of $2.64 million.

The Company has incurred significant losses since inception.  As
of March 31, 2014, the Company has an accumulated deficit of
$40.48 million.  The Company used $625,562 and $283,854 of cash in
operations during the three months ended March 31, 2014 and 2013,
respectively, which was funded by proceeds from product sales and
equity financings.  The Company, as a result of an equity
financing completed in the quarter ended March 31, 2014, has
$848,440 in cash and cash equivalents.  There is no assurance that
such equity financing will be available in the future.  In view of
these matters, there is substantial doubt that the Company will
continue as a going concern, according to the regulatory filing.

A copy of the Form 10-Q is available:

                       http://is.gd/jxj3ET

                       About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.


DETROIT, MI: Automakers Commit $26MM to Aid City's Retirees
-----------------------------------------------------------
Reuters reported that Detroit's three automakers said they had
committed $26 million toward $100 million pledged by the city's
art museum to save its collection from being tapped to raise cash
for Detroit's historic bankruptcy.  According to the report, the
$26 million from the automakers consists of $10 million from Ford
Motor Company Fund, $5 million from General Motors Co, $5 million
from General Motors Foundation and $6 million from Chrysler Group
LLC.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


EDGENET INC: Gets Nod for $8MM Sale to Former Execs
---------------------------------------------------
Law360 reported that a Delaware bankruptcy judge blessed the $8
million sale of data technology firm Edgenet Inc. to a group of
its former principals, who prevailed in a Chapter 11 auction with
a winning offer that improved upon the stalking horse bid by $2.5
million.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Brendan L. Shannon agreed to approve Edgenet's
sale to EdgeAQ LLC, a vehicle formed by the three former
employees, and said he would enter an order once a final version
was submitted to the court.

                       About Edgenet Inc.

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

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

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

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

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

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


EFACTOR GROUP: Incurs $3.91-Mil. Net Loss in March 31 Quarter
-------------------------------------------------------------
EFactor Group Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $3.91 million on $116,545 of net revenues
for the three months ended March 31, 2014, compared with a net
loss of $1.13 million on $188,762 of net revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $4.53
million in total assets, $5.51 million in total liabilities, and a
stockholders' deficit of $983,342.

The Company has suffered losses from operations and has a working
capital deficit, which raises substantial doubt about its ability
to continue as a going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/DWmycc

EFactor Group Corp. owns and operates a social networking site for
entrepreneurs. It operates EFactor.com, a platform that enables
access to a network of contacts, registration for networking
events, advisory consulting, and various business tools, as well
as a range of services and information. The company also provides
key support services in the areas of funding, knowledge, cost
savings, and business development, as well as offers public
relations and advertising services. It operates in the United
States, the United Kingdom, India, China, and the Netherlands. The
company is based in San Francisco, California.


EAU TECHNOLOGIES: Has $186K Net Loss for Q1 Ended March 31
-----------------------------------------------------------
EAU Technologies, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $186,064 on $490,974 of total revenues
for the three months ended March 31, 2014, compared with a net
loss of $282,806 on $631,853 of total revenues for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $1.07
million in total assets, $9.06 million in total liabilities, and a
stockholders' deficit of $7.99 million.

At March 31, 2014, the Company had working capital deficit, equity
deficit and has sustained recurring losses from operations, all of
which 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 at:

                       http://is.gd/qew8k1

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.


ENERGY FUTURE: Hires Alvarez & Marsal as Restructuring Advisor
--------------------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal North America, LLC as
restructuring advisor, nunc pro tunc to Apr. 29, 2014 petition
date.

The Debtors require Alvarez & Marsal to:

   (a) assist the Debtors in the preparation of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, Statement of Financial Affairs,
       and Monthly Operating Reports;

   (b) assist with the refinement and management of a 13-week cash
       flow forecast;

   (c) assist in financing issues including assistance in
       preparation of reports and liaison with creditors,
       including assisting in the management and analysis required
       for the Debtors' debtor-in-possession financing facility;

   (d) assist in the identification and performance of
       cost/benefit analyses related to supply agreements and
       other executory contracts and the assumption/rejection of
       each;

   (e) assist in the discussions with and providing information to
       potential investors, secured lenders, official committees
       and, the Office of the U.S. Trustee for the District of
       Delaware as deemed necessary and appropriate by the
       Debtors;

   (f) assist the Debtors and their other advisors in developing
       restructuring plans or strategic alternatives for
       maximizing the enterprise value of their various business
       lines;

   (g) serve as the principal contact with the Debtors' key
       constituents/creditors with respect to financial and
       operational matters;

   (h) report to the Debtors Board of Directors as desired or
       directed by the Responsible Officers; and

   (i) other activities as are approved by the Debtors, the
       Responsible Officers, or the Board and agreed to by Alvarez
       & Marsal.

The Engagement Letter provides for the following compensation to
Alvarez & Marsal.:

   -- Retainer.  A retainer in the amount of $500,000, which the
      Debtors paid upon execution of the Engagement Letter and to
      be credited against any amounts due at the termination of
      the engagement and returned upon the satisfaction of all
      obligations enumerated in the Engagement Letter.

   -- Hourly rates.  Fees based on the following hourly rates:

       Managing Directors             $675-$925
       Directors                      $475-$675
       Analysts/Associates            $275-$475

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

As of the Petition Date, the Debtors do not owe Alvarez & Marsal
any fees for services performed or expenses incurred under the
Engagement Letter. Further, during the 90-day period before the
Petition Date, Alvarez & Marsal received approximately $4,678,000
for professional services performed and approximately $168,000 for
expenses incurred.

Jeffery J. Stegenga, managing director of Alvarez & Marsal,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections were due Jun. 13, 2014.

Alvarez & Marsal can be reached at:

       Jeffrey Stegenga
       ALVAREZ & MARSAL NORTH AMERICA, LLC
       2100 Ross Avenue, 21st Floor
       Dallas, TX 75201
       Tel: +1 (214) 438-1099
       E-mail: jstegenga@alvarezandmarsal.com

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Wants to Hire Kirkland & Ellis as Attorneys
----------------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis LLP as attorneys, nunc pro
tunc to Apr. 29, 2014 petition date.

The Debtors require Kirkland & Ellis to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued management and
       operation of their businesses and properties;

   (b) advise and consult on the conduct of these chapter 11
       cases, including all of the legal and administrative
       requirements of operating in chapter 11;

   (c) attend meetings and negotiating with representatives of
       creditors and other parties in interest;

   (d) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors, and representing the Debtors in negotiations
       concerning litigation in which the Debtors are involved,
       including objections to claims filed against the Debtors'
       estates;

   (e) prepare pleadings in connection with these chapter 11
       cases, including motions, applications, answers, orders,
       reports, and papers necessary or otherwise beneficial to
       the administration of the Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       authority to continue using cash collateral and
       post-petition financing;

   (g) advise the Debtors in connection with any potential sale of
       assets;

   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) advise the Debtors regarding tax matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare, and obtain approval of a disclosure
       statement and confirmation of a chapter 11 plan and all
       documents related thereto; and

   (k) perform all other necessary legal services for the Debtors
       in connection with the prosecution of these chapter 11
       cases, including:

       -- analyzing the Debtors' leases and contracts and the
          assumption and assignment or rejection thereof;

       -- analyzing the validity of liens against the Debtors; and

       -- advising the Debtors on corporate and litigation
          matters.

Kirkland & Ellis's rates are subject to periodic change in the
ordinary course of business. Kirkland & Ellis's hourly rates for
matters related to these chapter 11 cases from Apr. 29, 2013, to
Dec. 31, 2013, ranged as follows:

       Partners                       $655-$1,150
       Of Counsel                     $450-$1,150
       Associates                     $430-$790
       Paraprofessionals              $150-$335

Kirkland & Ellis' current hourly rates for matters related to
these chapter 11 cases range as follows:

       Partners                       $665-$1,295
       Of Counsel                     $415-$1,195
       Associates                     $450-$865
       Paraprofessionals              $170-$355

Kirkland & Ellis will also be reimbursed for reasonable out-of-
pocket expenses incurred.

On Sep. 13, 2012, the Debtors paid $1 million to Kirkland & Ellis
as a classic retainer, and the Debtors subsequently increased the
classic retainer to $6 million.  A balance of approximately $4.23
million remained as of the petition date.

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

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections were due Jun. 13, 2014.

Kirkland & Ellis can be reached at:

       Edward O. Sassower, Esq.
       KIRKLAND & ELLIS LLP
       601 Lexington Avenue
       New York, NY 10022
       Tel: +1 (212) 446-4733
       Fax: +1 (212) 446-4900
       E-mail: edward.sassower@kirkland.com

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Taps Richards Layton as Co-counsel
-------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A. as co-counsel,
nunc pro tunc to Apr. 29, 2014 petition date.

The Debtors require Richards Layton to:

   (a) take all necessary actions to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (b) advise the Debtors of their rights, powers, and duties as
       debtors and debtors in possession under the chapter 11 of
       the Bankruptcy Code;

   (c) prepare on behalf of the Debtors, as debtors in possession,
       all necessary motions, applications, answers, orders,
       reports, and other papers in connection with the
       administration of the Debtors' estates and serve such
       papers on creditors;

   (d) take all necessary or appropriate actions in connection
       with a plan or plans of reorganization and related
       disclosure statements and all related documents, and
       further actions as may be required in connection with the
       administration of the Debtors' estates; and

   (e) perform all other necessary legal services in connection
       with the prosecution of these Chapter 11 cases.

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

Richards Layton received a total retainer in the amount of
$125,000 from the Debtors as compensation for professional
services rendered and reimbursement for expenses incurred in
connection with the commencement of these Chapter 11 cases.  The
Debtors propose that the remainder of the retainer paid to
Richards Layton and not expensed for prepetition services and
disbursements be treated as an evergreen retainer to be held by
Richards Layton as security throughout these Chapter 11 cases
until Richards Layton's fees and expenses are awarded by final
order and payable to Richards Layton.

Daniel J. DeFranceschi, director of Richard Layton, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections were due Jun. 13, 2014.

Richard Layton can be reached at:

       Daniel J. DeFranceschi, Esq.
       RICHARDS, LAYTON & FINGER, P.A.
       One Rodney Square
       920 North King Street
       Wilmington, DE 19801
       Tel: (302) 651-7816
       Fax: (302) 498-7816
       E-mail: defranceschi@rlf.com

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Hires Deloitte & Touche as Independent Auditor
-------------------------------------------------------------
Energy Future Holdings Corp., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Deloitte & Touche LLP as independent auditor,
nunc pro tunc to Apr. 29, 2014 petition date.

The Debtors request the employment of Deloitte & Touche to
perform:

   (a) financial statement audits in accordance with the standards
       established by the Public Company Accounting Oversight
       Board (United States) or the American Institute of
       Certified Public Accountants, as applicable, including
       opinions on the effectiveness of internal control over
       financial reporting for the year ending Dec.31, 2014; and

   (b) reviews of the applicable Debtors' condensed interim
       financial information for each of the quarters in the year
       ending Dec. 31, 2014.

The Services may also include accounting and financial reporting
research and consultation related to the restructuring and related
financing activities customarily provided by the independent
auditor as may be required in large and complex chapter 11 cases
like these cases that were not specifically contemplated in the
Engagement Letters when they were drafted.

As fully described in the Engagement Letters, initially, the fees
for the Services, other than the Out of Scope Services, were
anticipated to be approximately $5,000,000.  However, additional
procedures are expected to be performed with respect to the audit
and review services due to the commencement of these chapter 11
cases.

Deloitte & Touche will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The Debtors paid approximately $625,000 as retainers under the
Engagement Letters prior to the Petition Date. As of the Petition
Date, approximately $180,000 of the retainer remained outstanding.

Randy Stokx, director of Deloitte & Touche, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Bankruptcy Court for the District of Delaware will hold a
hearing on the application on Jun. 30, 2014, at 9:30 a.m.
Objections were due Jun. 12, 2014.

Deloitte & Touche can be reached at:

       Randy Stokx
       DELOITTE & TOUCHE LLP
       2200 Ross Ave., Suite 1600
       Dallas, TX 75201
       Tel: +1 (214) 840-7000
       Fax: +1 (214) 840-7050

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Sets Record for 'Ordinary Course' Payments
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Christopher S. Sontchi is
allowing Energy Future to pay eight law firms as much as $150,000
a month each. The firms in this group provide real estate,
environmental and litigation services not related to bankruptcy,
the report said.  According to the report, there are about 115
other professional firms, including law firms, eligible to receive
as much as $65,000 each a month without specific court approval.

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Bondholders Urge Judge To Stall Key Deal
-------------------------------------------------------
Law360 reported that a group of Energy Future Holdings Corp.
bondholders urged a Delaware federal judge to temporarily halt the
implementation of a deal that the group says would allow other
bondholders an unfair boost in recovery on their claims.

According to the report, the first-lien bondholder group,
represented by indenture trustee CSC Trust Co. of Delaware, argued
in court papers that the deal should be stalled pending an appeal.
CSC says the settlement allows certain bondholders to bring in
substantially higher recoveries, the report related.

            About Energy Future Holdings, fka TXU Corp.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Seeks OK On $11-Mil. Texas Tax-Refund Deal
---------------------------------------------------------
Law360 reported that electricity giant Energy Future Holdings
Corp. asked a Delaware bankruptcy court to approve an $11.3
million settlement between its Texas subsidiary, TXU Energy Retail
Company LLC, and the Texas comptroller, saying the settlement
would boost strained customer relations and prevent future
litigation over the company's tax credit claims.

According to the report, if approved, the settlement would finally
open the spigot for customers to receive a refund for alleged
illegal sales tax collections by TXU Energy, and end a separate
class action filed against the company by several apartment
complexes across Texas.

            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.


ENVISION HEALTHCARE: Moody's Rates $650MM Sr. Unsecured Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5, 87%) rating to
Envision HealthCare Corporation's offering of $650 million of
senior unsecured notes due 2022. Moody's existing ratings on the
company, including the B1 Corporate Family Rating and B1-PD
Probability of Default Rating, remain unchanged. The rating
outlook remains positive.

Moody's understands that the proceeds of the offering will be used
to fund the repurchase of the company's 8.125% senior unsecured
notes due 2019 resulting in an improved maturity profile and
interest cost savings. Moody's will withdraw the ratings on the
8.125% senior secured notes upon the successful completion of the
tender offer.

Following is a summary of Moody's rating actions.

Ratings assigned:

  $650 senior unsecured notes due 2022 at B3 (LGD 5, 87%)

Ratings unchanged:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  Senior secured term loan due 2018 at Ba3 (LGD 3, 42%)

  Speculative Grade Liquidity rating at SGL-1

Rating to be withdrawn at close

  Senior unsecured notes due 2019 at B3 (LGD 5, 87%)

Rating Rationale

The B1 Corporate Family Rating reflects Envision's solid credit
metrics and Moody's expectation that such metrics will improve
modestly as strong free cash flow will allow the company to grow
its operations without the use of incremental debt. Moody's also
acknowledges Envision's considerable scale and geographic
diversification in its two primarily segments -- physician
staffing and medical transport -- which are otherwise very
fragmented among other providers. The rating also reflects Moody's
concerns with the uncertainty around healthcare reform and the
potential for greater Medicare reimbursement cuts.

The positive outlook incorporates Moody's view that EBITDA margins
and leverage will likely improve as the company benefits from the
recent growth in new contracts and acquisitions. Moody's
anticipates that Envision will use its strong free cash flow to
fund small to moderately sized acquisitions and expand into new
service areas.

Moody's could upgrade the rating if the company experiences
continued favorable growth in both revenues and EBITDA, which
result in debt to EBITDA sustained below 4.0 times. Furthermore,
an upgrade would be contingent upon Moody's expectation that
Envision will continue to maintain a conservative financial
policy, given that the company remains predominately controlled by
private equity.

Conversely, if the company pursues material debt-financed
acquisitions or shareholder initiatives, Moody's could downgrade
the rating. In addition, a deterioration in the company's
liquidity profile and/or material negative developments in the
reimbursement environment could result in a downgrade. More
specifically, the rating could be downgraded if the company's debt
to EBITDA increases above 5.0 times on a sustained basis

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

Envision is a leading provider of emergency medical services in
the U.S. Envision operates through three business segments: EmCare
is the company's emergency department and hospital physician
outsourcing segment, AMR is a leading provider of medical
transport in the U.S, and Evolution Health is an emerging provider
of comprehensive physician-led post-hospital management solutions.


EPMI INC: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: EPMI, Inc.
        8222 S. 48th St, Suite 240
        Phoenix, AZ 85044

Case No.: 14-09184

Chapter 11 Petition Date: June 13, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Eddward P. Ballinger Jr.

Debtor's Counsel: Blake D Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  Po Box 22146
                  Mesa, AZ 85277-2146
                  Tel: 480-270-5073
                  Email: blake.gunn@gunnbankruptcyfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Powell, president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-09184.pdf


EVENT RENTALS: Closes Secaucus Site & Cuts Nearly 100 Jobs
----------------------------------------------------------
Linda Moss, writing for The (N.J.) Record, reported that Classic
Party Rentals Inc., based in Inglewood, Calif., is shutting its
warehouse and showroom at 550 Meadowlands Parkway, Secaucus. The
company notified the New Jersey Department of Labor and Workforce
Development that it "has elected to cease operations in the tri-
state area due to competitive market conditions."  The company
will be letting 94 employees go in August, according to the
filing.  Classic, however, said it will try to relocate some of
these workers.  Under the federal WARN Act, companies under some
circumstances are required to give local and state government 60
days' notice of job reductions.

                       About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H.
Strock, Esq., at Fox Rothschild LLP as local counsel; John K.
Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP
as bankruptcy counsel; Jefferies LLC as financial advisor; and
Kurtzman Carson Consultants LLC as claims and noticing agent.

The Debtors sought bankruptcy protection as they seek a new owner
to take over the business.

Existing lenders led by Ableco Finance LLC, as administrative
agent, have agreed to finance the bankruptcy with a DIP financing
facility of up to $20 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors for the Debtors' Chapter 11 cases.

The Debtors disclosed that funds managed by Apollo Global
Management, LLC submitted the winning offer to acquire
substantially all of the Debtors' business at the April 21, 2014
auction.  Apollo acquired the business for $125.2 million in cash.


EVERGREEN TANK: Moody's Lowers Corp. Family Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service has lowered the ratings of Evergreen
Tank Solutions, Inc., including its Corporate Family Rating
("CFR") to B3 from B2. Concurrently, the senior secured term loan
rating was lowered one notch to Caa1. The downgrade was driven by
the company's weaker than expected operating performance stemming
largely from an oversupply of tank equipment rental fleet and
lower rig count. These trends have been driven by less oil and gas
drilling activity negatively affecting tank equipment utilization
levels and rental pricing. This, combined with higher debt levels
to fund bolt-on acquisitions over the last year, has resulted in
credit metrics that are expected to be more reflective of the B3
rating level over the intermediate term. The ratings outlook is
stable.

The following ratings were downgraded:

  Corporate Family Rating, to B3 from B2

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

  $207.5 million face value term loan ($195.8 million
  outstanding) term loan due September 2018, to Caa1 (LGD-4, 63%)
  from B3 (LGD-4, 63%)

  Outlook, Stable

Ratings Rationale

Evergreen's B3 CFR reflects the company's small size, geographic
concentration in the Gulf and Pennsylvania region, exposure to
maintenance spending levels by companies in its end markets, as
well as sensitivity to the price and production levels of oil and
natural gas. The company's ratings also consider Moody's
expectation that the company will maintain elevated debt levels to
fund operations and to make meaningful term loan amortization
payments relative to the company's cash flow generation. EBITDA is
expected to benefit moderately from a stabilization in the
company's core equipment rental business and modest EBITDA
contribution from the relatively recent bolt-on acquisitions.

The stable outlook is based on the expectation that operating
performance at the company's core tank equipment rental business
has stabilized as well as the maintenance of an adequate liquidity
profile provided by access to a $65 million asset-based revolving
credit facility and expectation of near term moderate free cash
flow generation.

Ratings could be upgraded if the company were to improve operating
performance or pay down debt such that debt to EBITDA were to
decrease below 4.5 times on a sustained basis while EBITDA to
interest expense were above 2.5 times while maintaining at least
an adequate liquidity profile.

The rating or outlook could be downgraded if debt to EBITDA were
to increase towards 6.0 times, or if EBITDA to interest expense
were to decrease below 2.0 times on a sustained basis. The ratings
could also be adversely impacted if the company's equipment
utilization or free cash flow generation does not improve.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental 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.

Evergreen Tank Solutions, Inc., headquartered in Houston, Texas
rents temporary-use liquid and solid storage containers to
chemical, refinery, oil and natural gas drilling, and
environmental service customers. The company also provides
transportation and related services. Evergreen operates 28
locations covering the Gulf region and Pennsylvania and has a
fleet of over 9,000 units including frac tanks, roll-off boxes,
stainless steel tankers, de-watering boxes, and vacuum boxes. Via
recent acquisitions, the company also participates in the pump
business. Evergreen is majority owned by the private equity firm
Odyssey Investment Partners.


FAIRMONT GENERAL: Cancels Auction; Proceeds With Alecto Deal
------------------------------------------------------------
Fairmont General Hospital, Inc. and Fairmont Physicians, Inc., on
Monday announced that they were canceling the June 17 auction for
their assets, saying no qualified bids have been received.

On May 9, 2014, the Debtors filed their motion seeking approval of
the Asset Purchase Agreement with Alecto Healthcare Services
Fairmont LLC.  In the Sale Motion, the Debtors seek authority to
sell their assets to Alecto, subject to certain
procedures designed to allow additional bids from qualified
bidders and an auction sale of the assets thereafter.  On May 20,
the Court approved bidding procedures and related matters
associated with the sale process.

Parties wishing to participate in the sale process as prospective
buyers were required to submit "Qualified Bids" by noon
(prevailing Eastern time) on June 12, 2014.  If one or more
additional Qualified Bids were received before the Bid Deadline,
the Debtors would conduct an auction of the Debtors? assets on
June 17, 2014, in Wheeling, West Virginia.

As of the Bid Deadline, no additional Qualified Bids had been
received from any parties.  Prior to the Bid Deadline, the Debtors
received one bid package from Monongalia Health System, Inc.
After consultation among the Debtors, their advisors, the Official
Committee of Unsecured Creditors, and the Indenture Trustee, the
Debtors advised MHS that its bid did not constitute a Qualified
Bid pursuant to the Sale Motion or the Bidding Procedures Order
because the bid only sought the purchase and sale of certain real
property known as the Connector Property, rather than the purchase
and sale of substantially all of the Debtors? assets.

The Debtors did not disclose the terms of the MHS offer.

In the absence of additional Qualified Bids received before the
deadline and pursuant to the Bidding Procedures Order, the Debtors
said they would not conduct the auction originally scheduled for
June 17.  The Debtors will proceed to the hearing on June 23 for
the approval of the sale to Alecto.

As reported by the Troubled Company Reporter, pursuant to the APA,
Alecto will (i) assume the assumed liabilities; (ii) pay or
deliver to seller $15,000,000; (iii) pay the amount required under
Section 2.9 of the APA; (iv) pay 50 percent of all transfer taxes
due in connection with the closing of the transactions; and (v) on
or before the one year anniversary of the closing, pay or deliver
to the seller cash by wire of immediately available funds in the
amount of $300,000 (the additional cash purchase price).  As
additional consideration for the sale, transfer, conveyance and
assignment of the purchased assets, the purchaser will either
spend or commit to spend at least $5,000,000 in capital
expenditures at the Hospital during the two year period after the
closing date.

The APA also provides that in the event of any competing bids for
the assets, resulting in the purchaser not being the successful
buyer, Alecto will receive a breakup fee of $500,000 to be paid at
the time of the closing of the sale with such third party buyer.

The board-hired Cain Brothers and Associates, LLC, has assisted
the Debtor in locating and negotiating with potential partners and
purchasers for FGH, beginning in late 2011.  From November 2011
through the end of 2012, Cain Brothers identified and brought to
FGH 13 potential partners or buyers.

            About Fairmont General Hospital Inc.

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  The fourth-largest
employer in Marion County, West Virginia, filed for bankruptcy as
it looks to partner with another hospital or health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.  Ms. Koenig has hired
her own firm as medical operations advisor; and Greenberg Traurig,
LLP, as her counsel.

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FIRST-CITIZENS BANK: Moody's Affirms C Bank Fin. Strength Rating
----------------------------------------------------------------
Moody's Investors Service affirmed all the ratings of First-
Citizens Bank & Trust Company. First Citizens has long- and short-
term bank deposit ratings of A3 and Prime-2, respectively, and a
standalone bank financial strength of C, mapping to a standalone
baseline credit assessment of a3. The rating outlook is stable.
First Citizens Bank & Trust Company is the banking subsidiary of
First Citizens BancShares, Inc., which is not rated by Moody's
(collectively hereto referred to as 'First Citizens'). The rating
affirmation follows First Citizens' announcement that it has
entered into an agreement to acquire South Carolina-based First
Citizens Bancorporation, Inc.

Affirmations with Stable Outlook:

Issuer: First-Citizens Bank & Trust Company

Adjusted Baseline Credit Assessment, Maintained a3

Baseline Credit Assessment, Maintained a3

Bank Financial Strength Rating, Affirmed C

Issuer Rating, Affirmed A3

Deposit Ratings, Affirmed A3/P-2

OSO Ratings, Affirmed A3/P-2

Subordinate Regular Bond/Debenture, Affirmed Baa1

Outlook Actions:

Issuer: First-Citizens Bank & Trust Company

Outlook, Remains Stable

Ratings Rationale

The affirmation of First Citizens' ratings with a stable outlook
was based on Moody's view that integration risk is low despite the
fact that First Citizens is acquiring a company that is nearly 40%
of its size. Moody's also expects the acquisition of First
Citizens Bancorporation will not weaken First Citizens' sound
credit fundamentals.

Moody's said there are a number of important elements making the
integration risk lower than average for an acquisition of this
size. Firstly, First Citizens has good knowledge of First Citizens
Bancorporation through its common ownership interests by the
Holding family. Also, it has already acquired familiarity in First
Citizens Bancorporation's operation because most data processing
has been outsourced to First Citizens. Moody's added that both
banks have a relatively simple business model of taking deposits
and originating loans to hold on their balance sheets.
Additionally, the acquired branches are primarily located in
contiguous markets.

Moody's said that First Citizens Bancorporation has a similar
credit profile as First Citizens and the rating agency expects the
pro-forma financial metrics of the combined company to remain
solid upon closing. Specifically, First Citizens Bancorporation's
profitability and liquidity metrics are better than those of First
Citizens'. Moody's did note that the acquired company's asset
quality ratios are comparatively weaker than First Citizens', but
they are still relatively strong. Moody's also expects First
Citizens' pro-forma capital to remain comparatively high as the
transaction is priced conservatively and will be financed
principally by common share issuance.


FJM BREAKAWAY: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: FJM Breakaway Properties, LLC
        68 Route 31
        Flemington, NJ 08822

Case No.: 14-22244

Nature of Business: Real Estate

Chapter 11 Petition Date: June 13, 2014

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

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Stephen B. McNally, Esq.
                  MCNALLY & BUSCHE, L.L.C.
                  93 Main Street, Suite 201
                  Newton, NJ 07860
                  Tel: (973) 300-4260
                  Fax: (973) 300-4264
                  Email: steve@mcnallylawllc.com

Total Assets: $1.60 million

Total Liabilities: $1.64 million

The petition was signed by Vincent J. Lentine, officer.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-22244.pdf


FOLSOM LEARNING: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Folsom Learning Center Associates
        8640 Auburn-Folsom Rd.
        Granite Bay, CA 95746

Case No.: 14-26240

Chapter 11 Petition Date: June 13, 2014

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

Judge: Hon. Thomas Holman

Debtor's Counsel: W. Steven Shumway
                  W. STEVEN SHUMWAY
                  300 Harding Blvd., Suite 116
                  Roseville, CA 95661
                  Tel: 916-789-8821
                  Email: sshumway@shumwaylaw.com

Total Assets: $6.36 million

Total Liabilities: $5.32 million

The petition was signed by Gregory Nichols, general partner.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb14-26240.pdf


GENERAL MOTORS: Recalls More Cars Over Ignition Switch Issues
-------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. pushed its repair-cost estimate for auto
recalls this year to $2 billion as it disclosed plans to replace
potentially faulty ignition keys on 3.37 million older model cars
in North America.

According to the Journal, the move comes two days before Chief
Executive Mary Barra is set to testify before a House committee on
the auto maker's mishandling of an ignition switch recall
involving Chevrolet Cobalts and other older models.  The nation's
largest auto maker is attempting to "clear the decks" of any
potential recall problems ahead of Ms. Barra's testimony in a show
of good faith to lawmakers currently investigating its safety
operations, the Journal said, citing people familiar with the
matter.

Peter J. Henning, writing for The New York Times' DealBook,
reported that the U.S. Justice Department is taking a hard look at
who should be held accountable when it comes to the GM debacle.
According to the DealBook, prosecutors, along with the U.S.
Securities and Exchange Commission, are looking more broadly at
G.M.'s disclosures to regulators as well as the conduct of
individuals who were involved in the flawed ignition switch.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Recall Cases Consolidated in New York
-----------------------------------------------------
Ashby Jones, writing for The Wall Street Journal, reported that
lawsuits against General Motors Co. alleging economic losses from
ignition-switch defects will be consolidated and sent to a federal
court in Manhattan, a panel of judge has ruled.

According to the report, more than 80 ignition-switch-related
civil lawsuits have been filed against GM, most alleging economic
damages, such as repair costs and declines in resale value on
about 2.6 million cars recalled since February.  The lawsuits will
be sent to U.S. District Judge Jesse M. Furman, who will handle
all pretrial rulings related to the cases, the Journal said.  The
decision by the seven-judge panel to send the cases to Manhattan
doesn't impact the lawsuits over personal injuries or deaths
allegedly caused by the ignition default, the report added.

                       About General Motors

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

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

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

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

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

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


GLENVILLE STATE: Moody's Lowers Revenue Bonds Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded Glenville State College's
rating to Ba2 from Baa3 on the Series 2011A Commercial Development
Refunding Revenue Bonds issued through the County Commission of
Glimer County. The outlook has been revised to negative.

Ratings Rationale

The downgrade to Ba2 with a negative outlook is driven by
Glenville State College's ("GSC") extended period of fiscal
stress, elevated financial leverage, and extremely weak liquidity
that is insufficient to cover $25 million of bank debt which the
bank has the option to call on August 31, 2014 or any day
thereafter upon 120 days notice. The rating action also reflects
GSC's negative operating margins, very thin debt service coverage
and a steeper drop in enrollment than originally anticipated with
likely continued enrollment pressure.

The Ba2 rating is based on the lease-backed structure of the rated
debt for which lease payments are subject to annual appropriation
by the college. In addition, GSC has modest revenue and
enrollment, weak liquidity and low financial resources relative to
a very high debt burden and complex debt structure. The rating
also incorporates the college's essentiality as the sole public
education provider in north central West Virginia and strong state
support for operations and capital.

Challenges

  Dual credit challenges of razor thin liquidity and a complex
  debt structure including variable rate debt, bank debt and
  swaps heightens risk. Fiscal 2013 monthly liquidity of just
  $3.2 million covered $25 million of demand debt by just 12.9%.

  The lease-backed security structure on the college's Series
  2011A bonds is weaker than a general obligation or broader
  pledge competing with other obligations and priorities,
  particularly in times of fiscal stress. Low occupancy rates for
  the housing project will require the college to temporarily
  draw on its own reserves for lease payments during the summer
  months.

  Very high leverage and weak debt metrics is evidenced by debt
  to operating revenues of 2.15 times and expendable financial
  resources to debt of 0.06 times in FY 2013.

  GSC has negative operating margins, as calculated by Moody's,
  averaging negative 8.8% from FYs 2011-2013. While operating
  performance improved considerably in FY 2013, margins are
  expected to weaken in fiscal 2014 due to a significant 8%
  enrollment decline.

  GSC's limited enrollment makes it vulnerable to even small
  fluctuations in enrollment. Fall 2014 enrollment is expected to
  at least match fall 2013's 1,330 full-time equivalent students.

  State appropriations were approximately 9% lower in FY 2014
  than in the prior year and are expected to be lower still in FY
  2015.

Strengths

  Strong support from the state is evidenced by consistent
  funding for operations, student financial aid and capital
  projects.

  GSC has established a regional presence, is an economic driver
  for the county, and is an essential provider of post secondary
  education in a traditionally underserved Appalachian region.

Outlook

The negative outlook reflects the urgency of the pending call on
the bank debt given the college's weak liquidity profile and
negative operations, which could result in more rapid credit
deterioration should the college be unable to resolve any
potential debt acceleration.

What Could Make The Rating Go UP

An upgrade would be considered if Glenville State is able to
sustainably improve operating performance and debt service
coverage, stabilize enrollment and grow liquidity.

What Could Make The Rating Go DOWN

A rating downgrade is likely if operating deficits persist beyond
FY 2016 or there is further erosion of operating margins,
liquidity or balance sheet cushion to debt. More rapid credit
deterioration could occur should the bank exercise its call option
or there is any change in bank covenants resulting in more onerous
covenants or bank requirements.

Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011. An additional methodology used was the Fundamentals of
Credit Analysis for Lease-Backed Municipal Obligations published
in December 2012.


GEOPETRO RESOURCES: Incurs $543K Net Loss for First Quarter
------------------------------------------------------------
GeoPetro Resources Company filed its quarterly report on Form 10-
Q, disclosing a net loss of $543,523 on $nil of natural gas sales
for the three months ended March 31, 2014, compared with a net
loss of $766,860 on $nil of natural gas sales for the same period
in 2013.

The Company's balance sheet at March 31, 2014, showed $23.45
million in total assets, $8.36 million in total liabilities, and
stockholders' equity of $15.08 million.

GeoPetro's ability to meet its contractual obligations and remit
payment under its arrangements with its vendors depends on its
ability to generate additional financing.  GeoPetro's management
continues to renegotiate the terms of its existing borrowing
arrangements and raise additional capital through debt and equity
issuances.  These conditions raise 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/7AGcF2

San Francisco-based GeoPetro Resources Company is engaged in the
exploration and development of oil and natural gas reserves in the
United States and abroad.  The Company has conducted leasehold
acquisition, exploration and drilling activities on its North
American and international prospects.


GROWLIFE INC: Posts $37.77-Mil. Net Loss for March 31 Quarter
-------------------------------------------------------------
GrowLife, Inc., reported a net loss of $37.77 million on $2.38
million of net revenue for the three months ended March 31, 2014,
compared with a net loss of $1.18 million on $760,709 of net
revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $7.58
million in total assets, $30.27 million in total liabilities, and
a stockholders' deficit of $22.7 million.

For the three month period ended March 31, 2014, the Company's
cash used in operations was $1.13 million.  The Company has
experienced recurring operating losses and negative operating cash
flows since inception, and has financed its working capital
requirements during this period primarily through the recurring
issuance of convertible notes payable and advances from a related
party.  These facts indicate that there is substantial doubt of
the Company's continuation 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 at:

                       http://is.gd/0lmnPb

GrowLife, Inc. operates businesses that manufacture and supply
branded equipment and expendables in the United States for urban
gardening, including equipment and expendables for growing of
medical marijuana.  This holding company, formerly known as
Phototron Holdings, Inc., maintains its principal executive
offices in Woodland Hills, California.


GSE ENVIRONMENTAL: Alvarez & Marsal's Swick Okayed as VP Finance
----------------------------------------------------------------
GSE Environmental, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ Alvarez &
Marsal North America, LLC and the firm's Dean E. Swick as the
Debtors' Vice President, Finance, nunc pro tunc to May 4, 2014
petition date.

The Debtors require Alvarez & Marsal to:

   (a) provide A&M personnel to assist Mr. Swick in the execution
       of his duties;

   (b) assist in the evaluation of and implementation of
       enhancements to the weekly cash flow forecast for the
       Debtors;

   (c) assist in identification of liquidity generation
       opportunities, and support to the Debtors' management team
       in implementation, as needed;

   (d) assist the Debtors' CEO and other professionals engaged by
       the Debtors in the evaluation of the Debtors' long-term
       financial forecast and business plan;

   (e) assist in the restructuring process including assistance in
       preparation of reports and liaison with creditors, as
       deemed necessary by the CEO and other professionals engaged
       by the Debtors;

   (f) aid with treasury and cash management functions of the
       Debtors;

   (g) assist in the development of a budget used to arrange
       debtor in possession financing and compliance reporting
       related to such financing;

   (h) assist in the preparation of first day motions and other
       motions during the chapter 11 cases;

   (i) support the preparation of statements of financial affairs,
       schedules, monthly operating reports, and other
       requirements for the chapter 11 cases;

   (j) support the preparation of information for management,
       counsel, and stakeholders during the course of the chapter
       11 cases;
   (k) provide testimony; and

   (1) perform other services, as requested or directed by the
       Debtors' boards of directors or other personnel of the
       Debtors as authorized by the Board and agreed to by Alvarez
       & Marsal, that are not duplicative of work others are
       performing for the Debtors.

Alvarez & Marsal will be paid at these hourly rates:

       Managing Directors                 $675-$875
       Directors                          $475-$675
       Analysts/Associates                $275-$475

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Alvarez & Marsal received $250,000 as a retainer.  In the 90 days
prior to the petition date, Alvarez & Marsal received additional
payments totaling approximately $1,400,152 in the aggregate for
services performed for the Debtors.

Dean E. Swick, managing director of Alvarez & Marsal, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Alvarez & Marsal can be reached at:

       Dean E. Swick
       ALVAREZ & MARSAL NORTH AMERICA, LLC
       600 Madison Avenue, 8th Floor
       New York, NY 10022
       Tel: +1 (212) 759-4433
       Fax: +1 (212) 759-5532

                    About GSE Environmental

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

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

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

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

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

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


GSE ENVIRONMENTAL: Court Approves Prime Clerk as Admin Advisor
--------------------------------------------------------------
GSE Environmental, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ Prime
Clerk LLC as administrative advisor, nunc pro tunc to May 4, 2014
petition date.

The Debtors require Prime Clerk to:

   (a) assist with, among other things, solicitation, balloting,
       and tabulation of votes, and prepare any related reports,
       as required in support of confirmation of a chapter 11
       plan, and in connection with such services, process
       requests for documents from parties in interest, including,
       if applicable, brokerage firms, bank back-offices, and
       institutional holders;

   (b) prepare an official ballot certification and, if necessary,
       testify in support of the ballot tabulation results;

   (c) assist with the preparation of the Debtors' schedules of
       assets and liabilities and statements of financial affairs
       and gather data in conjunction therewith;

   (d) provide a confidential data room, if requested;

   (e) manage and coordinate any distributions pursuant to a
       chapter 11 plan; and

   (f) provide such other processing, solicitation, balloting, and
       other administrative services described in the Engagement
       Agreement, but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtors, the Court or the Office of the Clerk of the
       Bankruptcy Court (the "Clerk").

Prime Clerk will be paid at these hourly rates:

       Analyst                           $45
       Technology Consultant            $130
       Consultant                       $140
       Senior Consultant                $170
       Director                         $195
       Solicitation Consultant          $195
       Director of Solicitation         $210

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

Benjamin P. D. Schrag, executive vice president of Prime Clerk,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Prime Clerk can be reached at:

       Shai Waisman
       PRIME CLERK LLC
       830 3rd Avenue, 9th Floor
       New York, NY 10022
       Tel: (212) 257-5450
       E-mail: bschrag@primeclerk.com

                    About GSE Environmental

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

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

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

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

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

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


GSE ENVIRONMENTAL: Court Okays Moelis as Investment Banker
----------------------------------------------------------
GSE Environmental, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ Moelis &
Company LLC as investment banker and financial advisor, nunc pro
tunc to May 4, 2014 petition date.

The Debtors require Moelis & Company to:

   (a) assist the Debtors in reviewing and analyzing the Debtors'
       results of operations, financial condition and business
       plan;

   (b) assist the Debtors in preparing information materials
       (the "Information Memo") describing the Debtors;

   (c) assist the Debtors in formulating a marketing strategy to
       support a potential Sale Transaction and Capital
       Transaction;

   (d) assist the Debtors in identifying and contacting
       prospective third party purchasers who would be interested
       in a Sale Transaction and Capital Transaction, and
       providing on behalf of the Debtors such prospective
       Purchasers with the Information Memo and such information
       about the Debtors as may be appropriate and acceptable to
       the Debtors;

   (e) assist the Debtors in reviewing and analyzing potential
       Restructuring and Sale Transactions including transactions
       pursuant to Section 363 of the Bankruptcy Code or pursuant
       to a plan of reorganization;

   (f) advise and assist the Debtors in negotiating with current
       lenders and potential investors over the terms of a number
       of potential restructuring transactions;

   (g) advise the Debtors as to the strategy and tactics of
       negotiations with existing lenders as it pertains to the
       transactions contemplated by that certain restructuring
       support agreement, dated as of May 4, 2014, (the "RSA");

   (h) advise the Debtors as to the timing, structure and pricing
       of various potential Capital Transactions; and

   (i) meet with the Debtors' board of directors to discuss
       various proposed restructuring transactions and the
       financial implications of each.

The Fee Structure of Moelis & Company:

   -- Monthly Fee: during the term of the agreement set forth in
      the Engagement Letter, a non-refundable cash fee of $125,000
      per month, payable in advance of each month.  Whether or not
      a Restructuring, Sale Transaction, or Capital Transaction
      occurs, Moelis shall earn and be paid the Monthly Fee every
      month during the term of the agreement.  50% of Monthly Fees
      paid after the third full Monthly Fee shall be credited
      against any Restructuring Fee, Sale Transaction Fee, or
      Capital Transaction Fee, as applicable.

   -- Restructuring Fee: at the closing of a Restructuring, a fee
      of $1,800,000.

   -- Sale Transaction Fee: at the closing of a Sale Transaction,
      a fee equal to the greater of: (i) 1.75% of the Sale
      Transaction Value; and (ii) the Restructuring Fee.

   -- Termination Fee: a fee equal to 25% of any net "termination
      fee," "break-up fee," "topping fee," "expense
      reimbursement," or other form of compensation payable to the
      Debtors if, after the execution of a definitive agreement
      for a Sale Transaction, the Sale Transaction fails to close
      and the Company receives any such compensation.

   -- Capital Transaction Fee: a fee (the "Capital Transaction
      Fee"), calculated separately, with respect to each Capital
      Transaction completed outside of a Restructuring or Sale
      Transaction, payable at the initial closing of any Capital
      Transaction in the amount of (i) 1.0% of the aggregate gross
      amount of any Revolving Credit Facility, including unfunded
      commitments, plus (ii) 1.5% of the aggregate gross amount of
      any first lien Term Loan Credit Facility, plus (iii) 3.0% of
      the aggregate gross amount of any second lien Term Loan
      Credit Facility or any Bond or Mezzanine financing, subject
      in the case of the first Capital Transaction only to a
      minimum Capital Transaction Fee of $1,000,000, provided that
      the difference between such $1,000,000 minimum payment and
      the actual Capital Transaction Fee without giving effect to
      such minimum shall be applied as a credit against any
      subsequent Capital Transaction Fee required to be paid.  The
      Capital Transaction Fee shall be payable in respect of each
      Capital Transaction in the event that more than one Capital
      Transaction shall occur.

Moelis & Company will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Prior to the Petition Date, according to the Debtors' books and
records, the Debtors paid Moelis & Company $1,275,000 for fees and
$90,258 for reimbursement of expenses during the 90-day period
before the Petition Date.  As of the Petition Date, the Debtors do
not owe Moelis & Company any fees for services performed or
expenses incurred under the Engagement Letter in excess of
$15,000, which Moelis & Company is holding on account for
prepetition expenses incurred in connection with the Engagement
Letter.

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

Moelis & Company can be reached at:
       Mark Hootnick
       MOELIS & COMPANY LLC
       399 Park Avenue, 5th Floor
       New York, NY 10022
       Tel: +1 (212) 883-3595
       E-mail: mark.hootnick@moelis.com

                    About GSE Environmental

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

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

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

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

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

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


GSE ENVIRONMENTAL: Pachulski Stang Approved as Co-counsel
---------------------------------------------------------
GSE Environmental, Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ Pachulski
Stang Ziehi & Jones LLP as co-counsel, nunc pro tunc to May 4,
2014 petition date.

The Debtors require Pachulski Stang to:

   (a) provide legal advice regarding local rules, practices, and
       procedures;

   (b) review and comment on drafts of documents to ensure
       compliance with local rules, practices, and procedures;

   (c) file documents as requested by Kirkland & Ellis LLP and
       coordinating with the Debtors' claims agent for service of
       documents;

   (d) prepare agenda letters, certificates of no objection,
       certifications of counsel, and notices of fee applications
       and hearings;

   (e) prepare hearing binders of documents and pleadings,
       printing of documents and pleadings for hearings;

   (f) appear in Court and at any meeting of creditors on behalf
       of the Debtors in its capacity as Delaware counsel with
       Kirkland & Ellis LLP;

   (g) monitor the docket for filings and coordinating with
       Kirkland & Ellis LLP on pending matters that need
       responses;

   (h) prepare and maintain critical dates memorandum to monitor
       pending applications, motions, hearing dates and other
       matters and the deadlines associated with same;
       distributing critical dates memorandum with Kirkland &
       Ellis LLP for review and any necessary coordination for
       pending matters;

   (i) handle inquiries and calls from creditors and counsel to
       interested parties regarding pending matters and the
       general status of these Cases, and, to the extent required,
       coordinating with Kirkland & Ellis LLP on any necessary
       responses; and

   (j) provide additional administrative support to Kirkland &
       Ellis LLP, as requested.

Pachulski Stang will be paid at these hourly rates:

       Laura Davis Jones               $995
       Timothy P. Cairns               $645
       Patricia Cuniff                 $295

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

Pachulski Stang received payments from the Debtors during the year
prior to the Petition Date in the amount of $50,000, which
includes the Debtors' aggregate filing fees for these cases, in
connection with the preparation of initial documents and the
prepetition representation of the Debtors.

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

Pachulski Stang can be reached at:

       Laura Davis Jones, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       919 North Market Street, 17th Floor
       P.O. Box 8705
       Wilmington, DE 19899-8705
       Tel: (302) 652-4100
       Fax: (302) 652-4400
       E-mail: ljones@pszjlaw.com

                    About GSE Environmental

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

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

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

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

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

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


GSE ENVIRONMENTAL: Taps Kirkland & Ellis as Attorneys
-----------------------------------------------------
GSE Environmental, Inc. and its debtor-affiliates seek
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to employ Kirkland & Ellis LLP
as attorneys, nunc pro tunc to May 4, 2014 petition date.

The Debtors require Kirkland & Ellis to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued management and
       operation of their businesses and properties;

   (b) advise and consult on the conduct of these chapter 11
       cases, including all of the legal and administrative
       requirements of operating in chapter 11;

   (c) attend meetings and negotiating with representatives of
       creditors and other parties in interest;

   (d) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors, and representing the Debtors in negotiations
       concerning litigation in which the Debtors are involved,
       including objections to claims filed against the Debtors'
       estates;

   (e) prepare pleadings in connection with these chapter 11
       cases, including motions, applications, answers, orders,
       reports, and papers necessary or otherwise beneficial to
       the administration of the Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       authority to continue using cash collateral and
       post-petition financing;

   (g) advise the Debtors in connection with any potential sale of
       assets;

   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) advise the Debtors regarding tax matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare, and obtain approval of a disclosure
       statement and confirmation of a chapter 11 plan and all
       documents related thereto; and

   (k) perform all other necessary legal services for the Debtors
       in connection with the prosecution of these chapter 11
       cases, including: (i) analyzing the Debtors' leases and
       contracts and the assumption and assignment or rejection
       thereof; (ii) analyzing the validity of liens against the
       Debtors; and (iii) advising the Debtors on corporate and
       litigation matters.

Kirkland & Ellis will be paid at these hourly rates:

       Partners               $665-$1,295
       Of Counsel             $415-$1,195
       Associates             $450-$865
       Paraprofessionals      $170-$355

Kirkland & Ellis will also be reimbursed for reasonable out-of-
pocket expenses incurred.

On Jan. 3, 2014, the Debtors paid $500,000 to Kirkland & Ellis as
a classic retainer and the Debtors subsequently made additional
classic retainer payments to Kirkland & Ellis totaling
$2,503,379.85 in the aggregate.

Patrick J. Nash, Jr., partner of Kirkland & Ellis, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Kirkland & Ellis can be reached at:

       Patrick J. Nash, Jr., P.C.
       KIRKLAND & ELLIS LLP
       300 North LaSalle
       Chicago, IL 60654
       Tel: (312) 862-2000
       Fax: (312) 862-2200
       E-mail: patrick.nash@kirkland.com

                    About GSE Environmental

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

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

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

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

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

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


HILLMAN GROUP: Moody's Hikes Rating on Notes Due 2022 to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service moved the rating on The Hillman Group
Inc.'s (NEW) proposed senior unsecured notes due 2022 to Caa1 from
Caa2 following the company's announcement of a change in its
proposed financing structure. Moody's also affirmed the company's
B3 corporate family rating, B3-PD probability of default rating,
B1 rating on proposed first lien senior secured term loan B due
2021, and B1 rating on proposed first lien senior secured
revolving credit facility due 2019. The rating outlook is stable.

Hillman's proposed capital structure modification does not result
in a change of total debt or pro forma debt leverage. The amount
of proposed senior unsecured notes increases by $60 million to
$330 million from $270 million in the original proposed capital
structure, while first lien senior secured term loan is reduced to
$550 million from $610 million. This change results in a one notch
higher rating on senior unsecured notes compared to the original
proposed transaction, reflecting a higher recovery rate for this
instrument.

Hillman is being acquired by CCMP Capital Advisors from its
current owners Oak Hill Capital Partners (which will maintain a
minority interest ownership) in a transaction valued at $1.475
billion. The acquisition will be financed with a $550 million
first lien senior secured term loan B due 2021, a $70 million
first lien senior secured revolving credit facility due 2019, $330
million senior unsecured notes due 2022, and $439 million of new
equity from CCMP. Oak Hill Capital Partners and management will
roll over $106 million of the existing equity, and the existing
$105 junior subordinated notes due 2027 (issued by Hillman Group
Capital Trust) will stay in place. Subject to regulatory
approvals, the transaction is expected to close during the second
or third calendar quarter of 2014.

The proceeds of the financing will be used to repay the company's
existing debt, including the outstanding $384 million senior
secured term loan due 2017 (rated Ba3), $30 million senior secured
revolving credit facility due 2017 (rated Ba3), and $265 million
of senior unsecured notes due 2018 (rated B3). The ratings on
these instruments will be withdrawn upon repayment.

The acquisition and the proposed financing will cause Hillman's
absolute debt level to rise by $240 million and pro forma leverage
to increase to about 8.6x debt-to-EBITDA (Moody's adjusted) from
6.7x at March 31, 2014. Given this high debt load, other key
credit metrics, namely, adjusted free cash flow to debt, which is
currently weak at around 1%, will weaken further. The high
leverage profile leaves the company with very little financial
flexibility and exposes it to vulnerability in an event of any end
market weakness or delays in achieving acquisition-related
synergies. According to Moody's Analyst Natalia Gluschuk, "the
significant increase in leverage reflects Hillman's aggressive
financial policies, particularly in light of its acquisitive
nature. The company has made 10 acquisitions since 2000."

The following rating actions have been taken:

Issuer: The Hillman Group Inc. (NEW):

  $330 million of senior unsecured notes due 2022, adjusted to
  Caa1 (LGD5, 78%) from Caa2 (LGD5, 80%);

  Corporate family rating, affirmed at B3;

  Probability of default rating, affirmed at B3-PD;

  $550 million first lien senior secured term loan B due 2021,
  affirmed at B1 (LGD2, 27%);

  $70 million first lien senior secured revolving credit facility
  due 2019, affirmed B1 (LGD2, 27%);

  Speculative grade liquidity rating, affirmed at SGL-3;

  Stable outlook.

LGD point estimates are subject to change and all ratings are
subject to the execution of the transaction as currently proposed
and Moody's review of final documentation.

Ratings Rationale

Hillman's B3 corporate family rating reflects its very high debt
leverage, aggressive financial policies and a debt-funded
acquisition strategy that leaves limited free cash flow available
for debt reduction. The rating also considers Hillman's modest
scale, private equity ownership and potential shareholder-friendly
activities that could be detrimental to lenders. At the same time,
the ratings are supported by the company's track record of
successfully integrating acquisitions and modest deleveraging
through EBITDA growth. In addition, the rating recognizes the
stable demand for Hillman's products as a result of their
replenishment nature and low price points, and thus stable
revenues, as well as healthy operating margins and the company's
long-standing relationships with well-recognized retailers.

The B1 rating on first lien senior secured term loan and revolving
credit facility benefits from junior capital provided by both the
senior unsecured notes (rated Caa1) and the trust preferred junior
debentures due 2027 (unrated). The trust preferred securities
provide cushion for the notes, but bondholders lack security in
the company's assets and therefore rank behind the bank lenders.

Hillman's adequate liquidity position is reflected in its SGL-3
speculative grade liquidity rating, supported by an increased
capacity under the revolving credit facility of $70 million,
extended debt maturity profile, and lack of financial maintenance
covenants unless the facility is utilized. However, liquidity is
constrained by capital expenditures and resulting low free cash
flows, which may turn negative during working capital intensive
quarters. Additionally, given the company's growth strategy, in
Moody's view free cash flow is likely to be utilized for
acquisitions or organic growth initiatives rather than for debt
reduction.

The stable outlook reflects Moody's expectations that the company
will demonstrate modest organic revenue and earnings growth,
maintain stable operating margins, and accomplish deleveraging
through EBITDA growth, while maintaining adequate liquidity.

Downward rating pressure may occur if the company's adjusted debt-
to-EBITDA is sustained above 8.0x, if adjusted EBITA to interest
expense were to decline below 1.0x, if operating margins were to
weaken, or if negative free cash flows were to persist.
Additionally, a liquidity deterioration or a material debt-
financed acquisition would also pressure the ratings.

Given the company's highly leveraged capital structure, an upgrade
is unlikely in the foreseeable future. However, a commitment to a
more conservative financial policy, including equity funding of
acquisitions or material debt reduction, accompanied by
strengthened liquidity, could result in upward rating pressure.
Quantitatively, an upgrade would require adjusted debt-to-EBITDA
to be sustained below 7.0x, EBITA to interest coverage above 2.0x,
and free cash flow to debt to increase to 5%.

The Hillman Group, Inc., headquartered in Cincinnati, OH, is a
product and services provider in the hardware and home improvement
industry. The company sells hardware including fasteners, rods,
keys, tags and signs to retailers in the North and South Americas
as well as in Australia, and provides related services including
installing and maintaining key duplication and engraving machines.
Hillman is being acquired by CCMP Capital Advisors from its
current owners Oak Hill Capital Partners (which will maintain a
minority interest ownership). In the last twelve months ended
March 31, 2014, the company generated approximately $713 million
in revenues.

The principal methodology used in this rating was the Global
Consumer Durables 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.


HUSKY INT'L: Moody's Rates $300MM 2nd Lien Debt 'Caa1'
------------------------------------------------------
Moody's Investors Service affirmed Husky International Ltd.'s
B2 corporate family rating (CFR) and B2-PD probability of default
rating, and assigned B1 and Caa1 ratings respectively to the
company's proposed first lien credit facilities and second lien
term loan. The Ba3 and Caa1 ratings on Husky's existing first lien
credit facilities and senior unsecured notes were affirmed and
will be withdrawn when the refinance transaction closes. The
ratings outlook is stable.

Proceeds from the new first and second lien term loans (totaling
$1.565 billion) together with balance sheet cash ($51 million)
will be used to refinance existing debt ($1.561 billion) and pay
breakage costs on notes, fees and expenses ($55 million). Husky's
new $110 million revolving credit facility will be undrawn at
close.

Ratings Assigned:

$110M Revolving Credit Facility due 2019, B1, LGD3, 39%

$1265M First Lien Term Loan due 2021, B1, LGD3, 39%

$300M Second Lien Term Loan due 2022, Caa1, LGD5, 89%

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$110M Revolving Credit Facility due 2018, Ba3, LGD3, 30%; to be
withdrawn at close

$991M Sen. Sec. Term Loan B due 2018, Ba3, LGD3, 30%; to be
withdrawn at close

$570M Sen. Unsecured Notes due 2019, Caa1, LGD5, 84%; to be
withdrawn at close

Outlook Action:

Remains Stable

Ratings Rationale

Husky's B2 CFR primarily reflects its high leverage (adjusted
Debt/EBITDA of 6.5x at Q1/14) and narrow product profile with
technology risk exposure. The rating also reflects the company's
strong global market position in the PET pre-form market for
beverage packaging, large installed base which drives material
replacement revenue, good geographic diversity, strong EBITA
margins, and expectations that modest EBITDA growth will enable
leverage to fall below 6x in the next 12 to 18 months. The rating
considers Husky's earnings diversification into tooling for
medical consumables (such as syringes) and its increased scale in
beverage closures after closing the Sch"ttli Group acquisition in
December 2013. Demand for the company's PET equipment is cyclical,
and is influenced by capital spending decisions of its customers,
which include the world's largest beverage brands. However, this
cyclicality is tempered by Husky's relatively stable parts and
aftermarket service revenue, exposure to the growing medical
market, ongoing trend towards PET as a packaging material and
significant exposure to developing markets, where the majority of
industry growth is occurring. Despite its exposure to technology
risks from Asian competition, Moody's expects the strength of
Husky's market position to prevail into the medium term given its
continuing technological leadership.

Husky's liquidity is good, supported by pro forma cash of about
$75 million, and expectations for annual free cash flow around
$100 million. These sources will be sufficient to cover annual
term loan amortization of $13 million. As well, Husky will have
access to a new $110 million revolving credit facility due in 2019
which is not expected to be drawn through the next 4 to 6
quarters, although about $10 million will be used for letters of
credit. The revolving facility will have no applicable financial
covenant unless drawings exceed $35 million, at which point a
first lien leverage covenant comes into effect. Moody's expects
the covenant to have cushion in excess of 25% if applicable.
Husky's ability to generate liquidity from asset sales is limited
as the credit facilities are secured by liens on all the assets of
the company and its material subsidiaries.

The outlook is stable because Moody's expects order trends to
continue to improve and support modest EBITDA growth which should
enable leverage to fall below 6x in the next 12 to 18 months.

Upward rating action could be considered should Husky improve its
adjusted Debt/ EBITDA towards 5x and EBITA/ Interest above 2x on a
sustainable basis. Downward rating pressure could arise if Husky's
adjusted Debt/ EBITDA is sustained above 6.5x or EBITA/ Interest
coverage is likely to trend below 1.25x.

The principal methodology used in this rating was the Global Heavy
Manufacturing Rating Methodology published in November 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.

Husky International Ltd. is a leading global manufacturer of PET
injection molding equipment and related components and services
for the beverage industry. Revenue for the twelve months ended
March 31, 2014 was $1.3 billion. The company is headquartered in
Bolton, Ontario, Canada.


ICEWEB INC: Posts $271K Net Loss for First Quarter
--------------------------------------------------
IceWEB, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $271,055 on $176,483 of sales for the three months
ended March 31, 2014, compared with a net loss of $2.12 million on
$455,144 of sales for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.24
million in total assets, $3.72 million in total liabilities, and a
stockholders' deficit of $2.48 million.

The Company had net losses and net cash used in operating
activities of $7.11 million and $2.7 million, respectively, for
the year ended Sept. 30, 2013.  The Company also had an
accumulated deficit of $47.92 million at Sept. 30, 2013.  For the
nine months ended March 31, 2014, the Company had a net loss of
$6.18 million and net cash used in operations of $1.5 million.
These matters 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/mpLIrE

                          About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).


INT'L MANUFACTURING: Deepal Agrees to Appointment of Trustee
------------------------------------------------------------
International Manufacturing Group, Inc., through its president and
sole shareholder, Deepal Sunil Wannakuawatte, ageed with the U.S.
Trustee's request for the appointment of a Chapter 11 trustee in
the Chapter 11 case.  The U.S. Trustee said the appointment of a
Chapter 11 trustee is warranted in the case because Mr.
Wannakuatte, who admitted to engaging in criminal wire fraud, is
presently incarcerated in the Sacramento County Jail.  According
to Bill Rochelle, the bankruptcy columnist for Bloomberg News, Mr.
Wannakuatte's consent was contained in his guilty plea to criminal
wire fraud.

               About International Manufacturing

Deepal Wannakuwatte, the mastermind of a $150 million Ponzi
scheme, put himself and his company, International Manufacturing
Group Inc., into Chapter 11 after he pleaded guilty to one count
of wire fraud and agreed to a 20-year prison sentence.  The
bankruptcy filing was part of his plea bargain with federal
prosecutors.

International Manufacturing Group, Inc., filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No.
14-25820) in Sacramento, on May 30, 2014.  The case is assigned to
Judge Robert S. Bardwil.

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

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

Mr. Wannakuwatte is the former owner of the Sacramento Capitols
tennis team.


INTERREX INC: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Interrex Inc.
        1700 Sylvan Ave.
        Hamilton, NJ 08610

Case No.: 14-22245

Chapter 11 Petition Date: June 13, 2014

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

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Alexander Booth, Esq.
                  145 Gifford Ave.
                  Jersey City, NJ 07302

Total Assets: $2,378,100

Total Liabilities: $1,779,897

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-22245.pdf


IPAYMENT INC: S&P Lowers CCR to 'CCC' on Constrained Liquidity
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based iPayment Inc. to 'CCC' from
'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level ratings on the
company's first-lien term loan and revolving credit facility to
'CCC+' from 'B'.  The recovery rating remains '2', indicating
S&P's expectation for substantial (70%-90%) recovery of principal
in the event of payment default.  S&P also lowered its ratings on
iPayment's senior unsecured notes due 2018 and iPayment Holdings
Inc.'s PIK notes due 2018 to 'CC' from 'CCC'.  The recovery rating
remains '6', indicating S&P's expectation for negligible (0%-10%)
recovery of principal in the event of a payment default.

"We base our downgrade primarily on our assessment of the
company's liquidity as 'weak,' which we have revised from
'adequate,'" said Standard & Poor's credit analyst Jenny Chang.

As of March 31, 2014, the company was in compliance with its
financial covenants with over 10% of headroom.  However, the
senior secured leverage covenant steps down to 3.75x to be tested
for the period ending June 30, 2014.  Given the company's recent
operating performance, S&P believes that the risk of covenant
violation is high during the next few quarters.

The negative outlook reflects S&P's expectation that the company
may not be able to comply with the financial covenants in the near
term due to recent revenue and EBITDA declines.  The outlook also
reflects S&P's view of the company's constrained liquidity
position as evidenced by minimal cash on hand and the lack of
access to the revolver in the event that the financial covenants
are not met.

S&P could lower the rating if, in the absence of covenant relief,
it expects the company will have insufficient funds to meet its
debt service obligations when they are due.

S&P could stabilize the rating outlook if the company is able to
mitigate client attrition, curtail revenue and margin degradation,
or amend financial covenants to obtain at least 10% headroom.


ISR GROUP: Drone Service Provider Settles to Permit Sale
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ISR Group Inc., a provider of services for military
and civilian users of drones, may operate again under a new owner
if a bankruptcy judge approves a global settlement among the
company, the creditors' committee and the proposed buyer.

According to the report, under the settlement, an affiliate of
Trive Capital will buy the business without an auction in exchange
for its $17.4 million of secured debt and the amount of its
increased bankruptcy loan, the company said.  TCFI IG LLC, the
company formed to carry out the purchase, will fund payments to
some creditors, including a minimum of $100,000 for general
unsecured creditors, the report said.

ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014.  John
Stuecheli signed the petition as chief restructuring officer.
The Debtor estimated $10 million to $50 million in assets and
liabilities.  Franklin Childress, Jr., Esq., at Baker Donelson
Bearman, serves as the Debtor's counsel.  Judge Jimmy L Croom
presides over the case.


JAMAT LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jamat, LLC
           dba Mattress Source
        2597 Breakwater Drive
        Imperial, MO 63052

Case No.: 14-44811

Chapter 11 Petition Date: June 13, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Barry S. Schermer

Debtor's Counsel: Spencer P. Desai, Esq.
                  DESAI EGGMAN MASON LLC
                  Pierre Laclede Center
                  7733 Forsyth Boulevard, Suite 2075
                  St. Louis, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  Email: sdesai@demlawllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Barry Seidel, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/moeb14-44811.pdf


KEMPER CORP: Fitch Affirms BB Rating on $150MM Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Kemper Corporation's holding company
ratings, including the senior debt rating at 'BBB-'. Fitch has
also affirmed the Insurer Financial Strength (IFS) ratings of
Kemper's operating subsidiaries at 'A-'. The Rating Outlook is
Stable.

KEY RATING DRIVERS

Kemper's ratings reflect modest earnings, solid balance sheet
strength, and sufficient debt servicing capability. The ratings
also consider the company's more volatile earnings profile caused
by natural catastrophe exposures.

Kemper reported net earnings of $35.1 million for first-quarter
2014, a 40% decline over the prior year quarter. When net
investment gains are excluded, the deterioration was more modest
at 25%. Weaker results were primarily driven by higher catastrophe
losses and expense pressure from the lower premium base, including
the impact of the direct-to-consumer business runoff.

For the first quarter of 2014, Kemper reported a combined ratio of
99.5%, which included 5.0pp of catastrophe losses and 4.7pp of
favorable reserve development. This compares to a 95.8% combined
ratio for the prior-year period, which included 2.5pp of
catastrophe losses and 3.8pp of favorable reserve development.
Kemper's personal auto book benefited from previous rate actions
and improved risk selection, evidenced by a modest improvement in
the underlying loss ratio during the first quarter. However, the
underlying loss ratio in commercial auto deteriorated by 7pp, due
to higher claims frequency. Kemper is implementing further rate
actions to address these profitability issues. In the aggregate,
pure premium trends are expected to increase by low single digits.
Kemper's Life/Health segment continues to generate stable earnings
with minimal volatility. The segment reported a 4% increase in
operating profit to $22 million for first-quarter 2014. The
improvement was largely due to better mortality and lower property
losses from products sold by home service agents. This was
partially offset by expenses related to expanding its accident &
health distribution channels.

Fitch views Kemper's p/c and life companies as strongly
capitalized. NAIC risk-based capital ratios were 353% and 427% of
the company action level at year-end 2013, respectively. Net
premiums written-to-surplus for Kemper's property/casualty
operations remains acceptable for its line of business at
approximately 1.4x. Kemper's financial leverage ratio remains in
line with median guidelines at 27.9% as of March 31, 2014.
Kemper's fixed charge coverage was modest at 5.5x for first-
quarter 2014. Debt servicing capacity is further supported by
dividend capacity from its insurance subsidiaries and holding
company cash of $256 million, which is intended to be used to
retire debt in November 2015.

RATING SENSITIVITIES

Factors that could lead to a downgrade include statutory fixed
charge coverage below 3.5x; a combined ratio above 106% for a
sustained period; or a deterioration in capitalization with a p/c
Prism capital model score below 'adequate', an RBC ratio for the
p/c and life insurance entities below 200% and 250%, respectively,
or a financial leverage ratio that exceeds 30%.

Factors that could lead to an upgrade include significant
improvement in capitalization with a Prism score of 'strong', a
sustained underwriting profit, and GAAP fixed charge coverage at
or above 8x.

Fitch has affirmed the following ratings with a Stable Outlook:
Kemper:

   -- IDR at 'BBB';
   -- $610 million senior notes at 'BBB-';
   -- $225 million credit facility at 'BBB-'.
   -- $150 million subordinated notes at 'BB'.

Trinity Universal Insurance Co.
United Insurance Co. of America
Union National Life Insurance Co.
Reliable Life Insurance Co.

   -- Insurer Financial Strength rating at 'A-'.


LABORATORY PARTNERS: Gets Nod For $5.5-Mil. Unit Sale
-----------------------------------------------------
Law360 reported that clinical testing firm Laboratory Partners
Inc., also known as MedLab, received the blessing of a Delaware
bankruptcy judge on Wednesday to sell its long-term care division
to Amerathon LLC for a $5.5 million credit bid.  According to the
report, at a hearing in Wilmington, U.S. Bankruptcy Judge Peter J.
Walsh approved the sale of the company's remaining operating unit
to Amerathon, a joint venture that includes MedLab's senior
secured lenders.

                   About Laboratory Partners

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

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

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

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

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


LATEX FOAM: Has Until June 30 to Use Cash Collateral
----------------------------------------------------
Judge Alan H. W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut, Bridgeport Division, approved a
stipulation between Latex Foam International, LLC, et al., and
Wells Fargo Bank, a national banking association, under which the
Bank consents to the Debtors' use of cash collateral until
June 30, 2014.

The Bank provided financing to Latex in the original principal
amount of $34 million.  The loans advanced under the Loan
Agreement are secured by substantially all assets of the Debtors.

A further hearing to consider whether the Debtors will be granted
use of cash collateral will be held on June 26, at 2:00 p.m.

A full-text copy of the Cash Collateral Stipulation and Budget is
available at http://bankrupt.com/misc/LATEXcashcolord0605.pdf

The Debtors are represented by James Berman, Esq., Zeisler &
Zeisler, P.C., in Bridgeport, Connecticut.  The Bank is
represented by Scott M. Esterbrook, Esq., at Reed Smith LLP, in
Philadelphia, Pennsylvania.

                         About Latex Foam

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

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

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

Judge Alan H.W. Shiff presides over the cases.

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


LATEX FOAM: Seeks to Hire Wiggin and Dana as Special Corp. Counsel
------------------------------------------------------------------
Latex Foam International, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Connecticut, Bridgeport
Division, to employ Wiggin and Dana as special corporate counsel
to provide legal services for the corporate law and transactional
requirements of the Debtors as well as their subsidiaries,
including assisting with regulatory compliance with the applicable
state authorities.

Subject to the Court's approval, W&G will charge the Debtor for
its legal services on an hourly basis in accordance with its
ordinary and customary hourly rates in effect on the date services
are rendered.  W&G accrued approximately $148,814 of billed fees
and a certain amount of unbilled fees and disbursements for
services rendered before the Petition Date.

Michael Grundei, Esq., a partner at Wiggin and Dana, in Stamford,
Connecticut, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

The firm may be reached at:

         Michael Grundei, Esq.
         WIGGIN AND DANA
         Two Stamford Plaza
         281 Tresser Boulevard
         Stamford, CT 06901
         Phone: 203-363-7630
         Fax: 203-363-7676
         Email: mgrundei@wiggin.com

                         About Latex Foam

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

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

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

Judge Alan H.W. Shiff presides over the cases.

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


LATEX FOAM: Amends List of Largest Unsecured Creditors
------------------------------------------------------
Latex Foam International, LLC, amends its list of creditors
holding largest unsecured claims to disclose the following:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
State of Connecticut                                   $2,500,000
Dept. of Economic & Comm Dev.
505 Hudson Street
Hartford, CT 06106

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

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

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

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

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

Tradebe Environmental Services     Business Debt          207,753
Attn: Pres, GP or Mang Membr
PO Box 845033
Boston, MA 02284-5033

Unisource WorldWide Inc.           Business Debt          202,173
Attn: Pres, GP or Mang Membr
P.O. Box 409884
Atlanta, GA 30384-9884

State of Texas                                            190,000
Mr. Michael Bryant
Office of TX Gov. Rick Perry
1100 San Jacinto
Austin, TX 78701

Absolutely Knits, Inc.             Business Debt          166,351
Attn: Pres, GP or Mang Membr
21 Ridge Drive East
Great Neck, NY 11021

Craft Click, Inc.                  Business Debt          161,000
Attn: Pres, GP or Mang Membr
19 Greensway
New Rochelle, NY
10805-1223

William Bassett                    Business Debt          161,000
Attn: Pres, GP or Mang Membr
52 Homestead Road
Southbury, CT 06488

RCMA Americas, Inc.                Business Debt          158,715
Attn: Pres, GP or Mang Membr
115 College Place
Norfolk, VA 23510-9998

Wiggin & Dana LLP                  Business Debt          136,480
Attn: Accounts Receivables
PO Box 1832
New Haven, CT 06508-1832

Gareth Clarke                      Business Debt          134,167
Attn: Pres, GP or Mang Membr
507 Pine Tree Drive NE
Atlanta, GA 30305

Phoenix Holdings, LLC              Business Debt          125,131
c/o First Bank
Attn: Pres, GP or Mang Membr
4110 Kell Boulevard
Wichita Falls, TX 76309

Unicorr Packaging Group, Inc.      Business Debt          123,554
Attn: Pres, GP or Mang Membr
4282 Paysphere Circle
Chicago, IL 60674

City of Wichita Falls                                     108,066
Attn: Pres, GP or Mang Membr
1300 7th Street
PO Box 1431
Wichita Falls, TX 76307

CW Textiles, LLC                   Business Debt          106,018
Attn: Pres, GP or Mang Membr
4017 Terra Alta Drive
San Ramon, CA 94582

SHELTON 2009 LLC                   Business Debt          104,558
Attn: Pres, GP or Mang Membr
Minskoff Grant Realty & Mgmt.
55 Church Street, Suite 207
White Plains, NY 10601

                         About Latex Foam

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

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

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

Judge Alan H.W. Shiff presides over the cases.

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


LONGVIEW POWER: Gets Stay On $825M Insurance Policy Suit In Calif.
------------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge has agreed to
enforce Longview Power LLC's automatic stay on a suit in
California state court, freezing an insurer's suit over an $825
million policy that forms a key element in the coal plant
operator's Chapter 11 plan.

According to the report, at a hearing in Wilmington, Delaware,
U.S. Bankruptcy Judge Brendan L. Shannon granted Longview's motion
to halt the California action brought by First American Title
Insurance Co., ruling that the issue at stake -- whether coverage
is available under the policy -- is a core matter in the Chapter
11 case.

                      About Longview Power LLC

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

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

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

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


MAXCOM TELECOMUNICACIONES: Posts MXN1.25-Bil. Loss in 2013
----------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., reported a net loss of
MXN1.25 billion on MXN2.5 billion of revenue in 2013, compared
with a net loss of MXN136.09 million on MXN2.2 billion of revenue
in 2012.

The Company's balance sheet at Dec. 31, 2013, showed MXN5.76
billion in total assets, MXN2.59 billion in total liabilities, and
stockholders' equity of MXN3.16 billion.

KPMG's report on the consolidated financial statements for the
years ended Dec. 31, 2012 and 2011, each contained a paragraph
stating that the Company has experienced recurring losses,
declines in revenues, cash flows and cash balances.  Additionally,
the Company's ability to fulfill its debt obligations that mature
in 2014, including the payment of semi-annual interest payments on
such obligations is dependent on obtaining sufficient cash for the
outstanding interest payments and on successfully completing the
refinancing of the debt obligations.  This raises substantial
doubt about the Company's ability to continue as a going concern,
according to the Company's regulatory filing with the U.S.
Securities and Exchange Commission.

A copy of the Form 20-F is available:

                       http://is.gd/nMB0XL

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Case No. 13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor; and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and Chapter 11 case.  The Ad Hoc Group retained Cleary
Gottlieb Steen & Hamilton LLP and Cervantes Sainz, S.C., as its
U.S. and Mexican legal advisors.  Ventura retained VACE Partners
as its financial advisor, and Paul Hastings LLP and Jones Day as
its U.S. and Mexican legal advisors, respectively.

Maxcom disclosed that the U.S. Bankruptcy Court in Delaware on
Sept. 10 entered an order confirming the Company's prepackaged
Chapter 11 plan of reorganization.  Confirmation of the Plan was
fully-consensual: the only class of creditors entitled to vote
overwhelmingly voted in favor of the Plan and no party objected to
confirmation of the Plan.

In October 2013, Maxcom's First Amended Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection.


MEGA RV CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mega RV Corp.
           dba McMahon's RV
           dba McMahon's RV Irvine
           dba McMahon's RV Colton
           dba McMahon's RV Palm Desert
        5400 Garden Grove Blvd.
        Westminster, CA 92683

Case No.: 14-13770

Chapter 11 Petition Date: June 15, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Mark S Wallace

Debtor's Counsel: Robert P Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste 510
                  Irvine, CA 92612
                  Tel: 949-798-2460
                  Fax: 949-955-9437
                  Email: kmurphy@goeforlaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Brent McMahon, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Allied Recreation Group, Inc.                         $291,000
1031 US 224 East
Decatur, IN 46733

Ally Financial                     Unpaid Trade       $179,670
412 N Sierra Way
San Bernardino, CA 92402

Arrowhead Central Credit Union     Unpaid Trade       $117,489

Bank of America                    Unpaid Trade       $651,394
FL09-600-02-26
9000 Southside Blvd
Building 600
Jacksonville, FL 32256

Bank of the West                   Unpaid Trade       $484,277
2527 Camino Ramon
San Ramon, CA 94583

Dale Carson/Jerry Ferrar                              $261,125
c/o Smith Mitchellweiler
4204 Riverwalk Pk, Ste. 250
Riverside, CA 92505-3377

Forest River, Inc.                                  $3,303,000
55470 County Road 1
Elkhart, IN 46514

Jerry Fields                                          $374,662
c/o William Clevenger
24152 Lyons Ave, #226
Newhall, CA 91321

NTP                                                   $163,895
271150 SW Kinsman Rd
Wilsonville, OR 97070

NTP                                Trade Debt         $148,830
27150 SW Kinsman Road
Wilsonville, OR 97070

NTP                                                   $122,000
27150 SW Kinsman Road
Wilsonville, OR 97070

Portfolio General Manage                              $564,874
Group Inc.
14651 Dallas Parkway, Suite 502
Dallas, TX 75254

Portfolio Group                     Trade Debt        $561,496
14651 Dallas Parkway, Suite, 502
Dallas, TX 75254

Reynolds & Reynolds                                   $264,670
6700 Hollister
Houston, TX 77040

Reynolds & Reynolds Co.                               $208,138
P.O. Box 182206
Columbus, OH 43218

River Rock Advertising                                $277,022
5400 Garden Grove Blvd.
Westminster, CA 92683

Santander Consumer USA                                $208,212
1010 Mockingbird Lane
Dallas, TX 75247

US Bank                            Unpaid Trade      $553,446
Consumer Loan Servicing
WI-OS-FCLS
1850 Osborn Avenue
Oshkosh, WI 54902

Wells Fargo Bank                                     $130,000
PO Box 54180
Los Angeles, CA 90054

Winnebago Industries                                 $455,000
605 West Crystal Lake Road
Forest City, IA 50436


METABOLIX INC: Has $8.15-Mil. Net Loss in March 31 Quarter
----------------------------------------------------------
Metabolix, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $8.15 million on $1.07 million of total
revenue for three months ended March 31, 2014, compared with a net
loss of $6.76 million on $1.94 million of total revenue for the
same period in 2013.

The Company's balance sheet at March 31, 2014, showed $17.43
million in total assets, $4.05 million in total liabilities, and
stockholders' equity of $13.37 million.

As of March 31, 2014, the Company held unrestricted cash, cash
equivalents and investments of $10.42 million.  The Company's
present capital resources are not sufficient to fund its planned
operations for a twelve month period, and therefore, raise
substantial doubt about its ability to continue as a going
concern.

A copy of the Form 10-Q is available:

                       http://is.gd/R6y0kb

Headquartered in Cambridge, Massachusetts, Metabolix, Inc. is an
innovation-driven bioscience company focused on delivering
sustainable solutions to the plastics, chemicals and energy
industries.  The Company has core capabilities in microbial
genetics, fermentation process engineering, chemical engineering,
polymer science, plant genetics and botanical science.


MF GLOBAL: Corzine Must Defend His Claims
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jon Corzine and other former officers and directors
of MF Global Holdings Ltd. are holding up distributions to
creditors with indemnification claims they filed after being sued
numerous times for alleged securities law violations after
mishandling $1.6 billion in customer funds.

According to the report, the administrator of MF Global's approved
Chapter 11 plan asked the bankruptcy judge to rule that former
officers don't have more than $5 million in claims each against
the holding company.  The former officers filed claims for
undetermined amounts, because the securities lawsuits are far from
completion, the report related.

                        About MF Global

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

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

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

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

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

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

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

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

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

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

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


MONTICELLO REALTY: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Monticello Realty Investments, LLC
        580 Ellis Road, South
        Jacksonville, FL 32254

Case No.: 14-02892

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 13, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Eric N McKay, Esq.
                  THE LAW OFFICES OF ERIC N. MCKAY
                  3948 3rd Street South, #297
                  Jacksonville Beach, FL 32250-5847
                  Tel: 907-273-2661
                  Email: eric@ericmckaylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Scott R. Foster, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-02892.pdf


MOMENTIVE PERFORMANCE: Creditors' Committee Can Retain Jefferies
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Official Committee of Unsecured Creditors
appointed in the Chapter 11 case of Momentive Performance Inc.
secured court authority to retain Jefferies LLC as the panel's
investment banker.

According to the report, the bankrupt producer of silicones for
the semiconductor industry objected to Jefferies's payment
arrangement with its $2.5 million fee if the court approves a plan
that's acceptable to a majority of the committee, including at
least one subordinated noteholder.  U.S. Bankruptcy Judge Robert
Drain approved the retention, with a qualification, the report
said.  Although Judge Drain tentatively approved Jefferies's
monthly fee and the $2.5 million transaction fee, he said the U.S.
Trustee still can object to payment if the fee isn't "reasonable,"
the report added.

                   About Momentive Performance

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

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

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

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

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

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


MOTIVATING THE MASSES: Reports $19K Net Income in March 31 Quarter
------------------------------------------------------------------
Motivating the Masses, Inc., filed its quarterly report on Form
10-Q, disclosing net income of $19,007 on $685,300 of revenue for
the three months ended March 31, 2014, compared with a net loss of
$216,712 on $185,012 of revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.34
million in total assets, $982,175 in total liabilities, and
stockholders' equity of $359,899.

According to the regulatory filing, the Company's ability to
continue as a going concern is contingent upon its ability to
achieve and maintain profitable operations, and the Company's
ability to raise additional capital as required.

A copy of the Form 10-Q is available:

                       http://is.gd/kD6aYp

Motivating the Masses provides professional development and
coaching services through Motivating the Masses programs.  The
company offers strategic coaching, professional development, and
counseling services for small business owners, entrepreneurs, and
self-employed professionals.  It also provides keynote speaking
events comprising industry and private events teaching services;
and training and development services through live seminars, as
well as offers Motivating the Masses program books and CDs. The
company was founded in 1998 and is based in Carlsbad, California.


MT. GOX: Nears Chapter 15 Protection in U.S.
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Mt. Gox bitcoin exchange will win formal
protection from creditors under Chapter 15 of bankruptcy law,
although where the bankruptcy takes place is up in the air.
According to the report, the bankruptcy judge in Dallas will hold
a hearing on June 17 to decide whether to recognize Japan as
presiding over the company's primary bankruptcy.

                          About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at Baker & Mcckenzie LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NEW CENTURY: Bid to Dismiss Denied, Ch. 11 Trustee to be Appointed
------------------------------------------------------------------
Judge Robert R. Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana denied the motion filed by Robert
Schleizer, the temporary receiver for the company, seeking
dismissal of the Chapter 11 case of New Century Fabricators, Inc.,
and instead, directed the U.S. Trustee to appoint a Chapter 11
trustee.

James Castille, an officer, director and sole shareholder of the
Debtor, and the Debtor, objected to the motion to dismiss, arguing
that the receivership laws of Louisiana contains no mechanism for
oversight by the State Court nor are the State Courts equipped to
oversee the operations of a $35,000,000, while bankruptcy courts,
on the other hand are uniquely qualified to balance the inherent
conflicts between owners, managers and secured and unsecured
creditors.

New Century Fabricators, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. La. Case No. 14-50652) on May 30, 2014.  The
petition was signed by James C. Castille as president.  The Debtor
estimated assets and liabilities of at least $10 million.  The
Keating Firm, APLC, serves as the Debtor's counsel.  Judge Robert
Summerhays presides over the case.


OIL STATES: S&P Lowers CCR to 'BB' on Spin-Off & Withdraws Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oil States International Inc. to 'BB' from 'BB+' and
removed it from CreditWatch, where S&P placed them with negative
implications on Aug. 19, 2013.  The outlook is stable.  S&P
subsequently withdrew its rating at the company's request.

The downgrade is based on S&P's reassessment of Oil States'
business risk profile following the recent completion of the spin-
off of its accommodations business in a separate entity.  The
rating action primarily reflects Oil States' smaller size, scale,
and scope, as well as reduced business diversity and revenue
visibility following the spin-off.  The pro forma company
generated EBITDA of about $420 million in 2013, compared with $792
million on a fully consolidated basis (including the
accommodations segment for the full year).

"We assigned a stable outlook following our lowering of the
corporate credit rating on Oil States. However, because we
subsequently withdrew the rating, the conditions to raise or lower
the rating are not applicable," said Standard & Poor's credit
analyst Christine Besset.


OP FINANCIAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                Case No.
       ------                                --------
       OP Financial, LLC                     14-33356
       7521 Westview, Suite 200
       Houston, TX 77055

       7521 Westview, LP                     14-33357
       Suite 200, Houston, TX 77055

       Enerby LLC                            14-33358

       Denson and Tang Law Firm              14-33359

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 15, 2014

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

Judge: Hon. Marvin Isgur

Debtors' Counsel: Melissa Anne Haselden, Esq.
                  HOOVER SLOVACEK LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: 713.977.8686
                  Fax: 713.977.5395
                  Email: Haselden@hooverslovacek.com

                                 Estimated    Estimated
                                   Assets    Liabilities
                                ----------   -----------
OP Financial, LLC               $1MM-$10MM   $1MM-$10MM
7521 Westview, LP               $1MM-$10MM   $1MM-$10MM

The petitions were signed by Tan M. Tang, manager.

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


ORMET CORP: Seeks Auction For Ohio Plant With $15M Bid
------------------------------------------------------
Law360 reported that Ormet Corp. sought court approval to hold an
auction to sell its Ohio smelter with an offer to purchase the
plant for $15.2 million in its pocket, according to court
documents.  The aluminum company selected CCP ORMT Acquisition LLC
as its stalking horse bidder for its Hannibal, Ohio-based plant
that can produce up to 270,000 tons of aluminum per year after an
agreement with another interested buyer fell through, the report
related.  If the court signs off on the bidding procedures and the
company receives other qualifying offers for the plant, an auction
will take place June 26, the report said.

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.

In October 2013, the U.S. Trustee filed papers saying the
bankruptcy instead should be converted to a liquidation in
Chapter 7.  The U.S. Trustee said there is no budget and no
financing for a wind-down in Chapter 11.

In November 2013, the Bankruptcy Court approved on an interim
basis Ormet's motion for (a) an interim plan to wind down the
Debtors' businesses and protections for certain employees
implementing the wind down, (b) authorizing the Debtors to modify
employee benefit plans consistent with the wind down plan, and (c)
authorizing the Debtors to take any and all actions necessary to
implement the wind down plan.

In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million.  There was no auction.  Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.

Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.

In 2014, the Bankruptcy Court issued several interim orders
related to the wind-down plan.  Those orders authorize the Debtors
to make payments through a certain date, as part of implementing
the wind-down plan.


OVERSEAS SHIPHOLDING: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Overseas
Shipholding Group, Inc. ("OSG"): Corporate Family Rating (CFR) of
B2, Probability of Default Rating (PDR) of B2-PD, first lien
senior secured of B1, 36-LGD3, first lien super priority senior
secured of Ba2, 1-LGD1 and Speculative Grade Liquidity of SGL-3.
The outlook is stable.

The ratings are being assigned in anticipation of the completion
of OSG's Chapter 11 restructuring following the plan confirmation
hearing scheduled for July 18, 2014. OSG has arranged two separate
credit facilities on which its intermediate holding company
subsidiaries, OSG Bulk Ships, Inc. ("OBS") and OSG International,
Inc. ("OIN") are the respective primary obligors. These facilities
will have guarantees from certain respective operating
subsidiaries and from OSG but not from each other or from the
other's subsidiaries. Moody's base Moody's ratings analysis on
OSG's consolidated financial statements and projected performance
given the parent guarantee. The closing and funding of these
credit facilities is predicated on a number of conditions
including that there is a final and non-appealable order
confirming OSG's plan of reorganization.

Each facility provides a $600 million term loan and a $75 million
revolving credit facility. The $1.2 billion of term loan proceeds
and $1.51 billion of new equity raised via a rights offering will
fund the settlement of the various claims pursuant to the
company's plan of reorganization. The OIN revolver will have a
super priority lien in the OIN collateral, which results in the
up-notching relative to the B1 ratings of the OBS facility and the
OIN term loan. The plan also provides for the reinstatement of two
issues of unsecured notes that were outstanding when the company
filed for bankruptcy: the $300 million of 8.125% unsecured notes
due March 30, 2018 and the $146 million of 7.5% unsecured notes
due February 15, 2024. Moody's has not re-rated these instruments.

Ratings Rationale

The B2 Corporate Family rating considers OSG's leading position in
the ocean freight markets in which it trades its vessels, the U.S.
Jones Act and international crude and refined petroleum products.
The rating recognizes the future financial benefits of the
reduction in fixed overhead that the company achieved while in
bankruptcy, primarily by cancelling charter-in contracts for 25
international tankers, outsourcing the technical management of the
international fleet and reducing shore-side headcount. These
actions provide a more flexible cost structure for the
international operations, which should reduce pressure on profits
during future periods of weak freight rates, whether because of
weak economic activity or sustained excess industry capacity, or
both. Moody's anticipates that credit metrics will become more
supportive of the B2 rating through 2016. With no planned capital
investment for growth, projected free cash flow exceeds $100
million per year. Debt to EBITDA is projected at about 6.0 times
and FFO + Interest to Interest at about 2.4 times at year end
2015, somewhat weak for the B2 rating. Moody's believes the
projected financial performance through 2015 is achievable because
the company's freight rate assumptions for its international
tankers are reasonable, reflecting nominal increases above current
levels. The terms of the new credit agreements will incorporate
excess cash flow sweeps, so Moody's expects a portion of the free
cash flow to be applied to debt reduction.

The favorable fundamentals of the U.S. Jones Act market support
the ratings assignment. Moody's believes that the good conditions
will continue, even when newly-built Jones Act product
tankers begin to enter the market in 2016 and as incremental barge
capacity (articulated tug barges or ATBs) enters the fleet in
upcoming years. Moody's expects continuing demand for movement of
shale oil and refined products to and from the Louisiana Gulf
Coast refineries, as well as across the other U.S. coastal trades,
the contracted nature of the company's operations in this sector
and the quality of its relatively young product tanker fleet to
support earnings and cash flow generation over the five-year terms
of the new credit facilities.

Adequate liquidity further supports the rating assignment. The
company expects to not need the revolvers to meet operating
expenses or for working capital. There are no debt maturities
until 2018 and compliance with maintenance financial covenants
should not be an issue.

The B2 rating also incorporates Moody's expectation that the
company will seek to grow the international fleet, notwithstanding
that the financial plan contemplates very little capital spending
and is devoid of investment for growth, let alone replacement of
vessels that retire from either of the subsidiaries' fleets. "In
Moody's view, OSG did not reorganize to execute what would be an
orderly liquidation of the fleet as vessels reach retirement age,"
said Senior Credit Officer, Jonathan Root. "Moody's believes that
under the direction of the new hedge fund and private equity
owners that will participate in the rights offering, management
will grow the fleet in an attempt to enhance the company's return
on equity," continued Root. Based on Moody's assumptions that the
company will acquire five year old vessels, rather than order new
ships, credit metrics still improve, though at a slower pace than
in the company's no growth plan. Implementation of a fleet growth
strategy would lead to weaker free cash flow generation than
planned and increases in funded debt via the starter basket and or
purchase money credit facilities that would be arranged in
compliance with the incurrence covenants of the new rated credit
agreements. However, at current freight rates, projected Debt to
EBITDA and interest coverage under this scenario do not
meaningfully weaken as compared to the company's no growth plan.

The stable outlook reflects Moody's view that the fundamentals of
the U.S. Jones Act petroleum transportation market will remain
supportive, helping OSG to comfortably service the mostly
interest-only debt service of its debt capital following its
reorganization. The outlook also reflects that downside risk to
freight rates in the company's international tanker markets should
remain contained in upcoming years as the unfavorable gap between
ton-mile demand and vessel supply does not meaningfully increase.

There will be little upwards pressure on the ratings until the
company demonstrates the efficacy of its reorganization strategy
by strengthening credit metrics following its exit from Chapter
11. Clarity on its fleet plan will identify the extent to which
funded debt might increase and the related effect on credit
metrics. FFO + Interest to Interest that approaches 3.5 times,
Retained Cash Flow to Net Debt in excess of 13% and Debt to EBITDA
that approaches 4.5 times could support an upgrade. Application of
free cash flow to repayments of the new term loans will be the
primary driver of the improving metrics profile in the near term.

The ratings could be downgraded if unrestricted cash is sustained
below $50 million or the company becomes reliant on at least one
of the revolvers to meet working capital needs. Debt to EBITDA
sustained above 6.5 times, FFO + Interest to Interest that
approaches 2.0 times, a decline in the EBIT margin to the 12%
range, Retained Cash Flow to Net Debt that approaches 8% or
sustained negative free cash flow generation could pressure the
ratings as could fleet growth or returns to shareholders that are
funded with debt. Additionally, the ratings could be downgraded if
the negotiated terms of the credit agreements differ from Moody's
expectations as of the date of this press release such that the
company has greater ability to increase funded debt or make
restricted payments under incurrence tests, or the priority of the
OIN revolver is changed.

Moody's use a consolidated waterfall for Moody's Loss Given
Default analysis. Moody's ranked the OIN revolving credit facility
ahead of the other first lien credit facilities because of its
planned super priority claim against the collateral that secures
OIN's obligations under the OIN credit facility. Doing so reflects
the extensive over-collateralization of this facility given the
more than $1.3 billion of appraised fair market value of OIN's
vessels and results in the Ba2 rating on the OIN revolver, which
is three notches above the Corporate Family rating.

The principal methodology used in this rating was the Global
Shipping Industry published in February 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.

Overseas Shipholding Group, Inc., a Delaware Corporation
headquartered in New York, New York, is one of the larger players
in the ocean transportation of crude oil and petroleum products.
The company operates separate fleets of internationally-flagged
tankers trading in international markets and US Jones Act
qualified vessels trading mainly in US coastal markets. The
company has been operating under Chapter 11 of the US Bankruptcy
Code since its filing on November 14, 2012.

Assignments:

Issuer: OSG Bulk Ships, Inc.

Senior Secured Bank Credit Facility, Assigned B1, 36-LGD3

Issuer: OSG International, Inc.

Super Priority Senior Secured Bank Credit Facility, Assigned
Ba2, 1-LGD1

Senior Secured Bank Credit Facility, Assigned B1, 36-LGD3

Reinstatements:

Issuer: Overseas Shipholding Group, Inc.

Corporate Family Rating, Reinstated to B2

Probability of Default Rating, Reinstated to B2-PD

Speculative Grade Liquidity Rating, Reinstated to SGL-3

Outlook Actions:

Issuer: Overseas Shipholding Group, Inc.

Outlook, Changed To Stable From Rating Withdrawn

Issuer: OSG Bulk Ships, Inc.

Outlook, To Stable

Issuer: OSG Bulk Ships, Inc.

Outlook, To Stable


OVERSEAS SHIPHOLDING: To Sell Maremar Ship for $9-Mil.
------------------------------------------------------
Overseas Shipholding Group, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware for Maremar
Tanker LLC to sell to Maremar Product Tanker Corporation its
rights, titles and interests in VICTORY (ex-Overseas Maremar).

The Debtors relate that prior to the Petition Date, they have
determined that the asset should be reflagged as a Marshall
Islands vessel and transferred via intercompany sale from the
Debtor Seller to the Debtor Buyer, a Marshall Islands entity
created for the sole purpose of owning the asset, in order to
rationalize their organizational structure with the international
operations of the Asset.  According to the Debtors, the transfer
would better align the Asset's international-fleet operations with
those of
the rest of the Debtors' international fleet and would result in a
substantial reduction in operating costs for the Asset.

As of April 2014, the Asset was appraised by three independent
valuation experts and found, on average, to have a fair market
value of $9 million, which the Debtor Buyer will pay to the Debtor
Seller as the purchase price pursuant to the Purchase Agreement.

A hearing on the request will be held on June 26, 2014, at 9:30
a.m. (ET).  Objections are due June 19.

                   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.

Bankruptcy Judge Peter J. Walsh in Wilmington, Delaware, issued an
order dated May 27 approving the First Amended Disclosure
Statement explaining Overseas Shipholding Group, Inc.'s Joint Plan
of Reorganization.  The Debtors have proposed a July 14, 2014 Plan
confirmation hearing.


POLY SHIELD: Has $10.6-Mil. Net Loss for First Quarter
------------------------------------------------------
Poly Shield Technologies Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $10.56 million on $24,948 of total
revenues for the three months ended March 31, 2014, compared with
a net loss of $432,370 on $10,219 of total revenues for the same
period in 2013.

The Company's balance sheet at March 31, 2014, showed $54.33
million in total assets, $3.34 million in total liabilities, and
stockholders' equity of $50.99 million.

According to the regulatory filing, continuation as a going
concern is dependent upon the ability of the Company to obtain the
necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due and ultimately upon its ability to achieve profitable
operations.  The outcome of these matters cannot be predicted with
any certainty at this time and raise substantial doubt that the
Company will be able to continue as a going concern.

A copy of the Form 10-Q is available at:

                       http://is.gd/JBMzzi

Boca Raton, Fla.-based Poly Shield Technologies Inc., has, as a
result of acquiring rights to the Teak Shield fluoropolymer
products, the Bio Scrubber technology and the Exhaust Scrubber,
shifted its efforts into marketing of cost effective, energy
efficient and durability solutions in various industries
worldwide.  Its main efforts are directed toward marketing the
Exhaust Scrubbers to various divisions of the marine industry,
such as cruise, cargo, tanker and navy ships.  The fluoropolymer
(Teak Shield) products complement the Company's Exhaust and Bio
Scrubbers, as one of the main usages for these products is also in
marine industry.


POLYCONCEPT FINANCE: Moody's Affirms 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service revised Polyconcept Finance B.V.'s
rating outlook to negative from stable, while affirming its
ratings including the B2 Corporate Family Rating ("CFR") and
Probability of Default Rating ("PDR") at B2-PD. The change of
outlook reflects Moody's expectation that the company's operating
performance in 2014 will likely be lower than Moody's original
expectations and liquidity will be pressured due to weak free cash
flow and potential challenges meeting financial covenants under
its credit agreement.

The rating action reflects the on-going challenges in turning
around some of its business segments, such as its ADM division
that develops promotional product campaigns for corporate clients
and to a lesser extent its European promotional product division
which underperformed expectations in FY 2013. The weak operating
results from the above divisions have more than offset the modest
earnings growth at Polyconcept's North American division, dragging
down the overall company's financial results for FY 2013. The
negative outlook also reflects Moody's increasing concern
regarding the company's liquidity. Moody's expects the company
will face significant challenges in the coming quarters to meet
the financial maintenance covenants in its credit facility in part
due to scheduled tightening of the covenant requirements. In
addition, Moody's anticipates free cash flow to be weak over the
next year. Polyconcept's free cash flow has been negative in the
past 12 months, primarily due to unfavorable working capital and
weaker than expected earnings. Therefore, its total cash on hand
and availability under the revolver are also below Moody's
expectation.

Moody's affirmed the following ratings:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$80 million senior secured first lien revolving credit facility
at Ba3 (LGD 3, 32%)

$315 million senior secured first lien term loan at Ba3
(LGD 3, 32%)

Rating Outlook, Changed to Negative from Stable

Rating Rationale

Polyconcept's B2 CFR reflects the company's modest scale and
earnings volatility due to cyclical and fragmented industry
characteristics and the highly discretionary nature of its
products. The rating is also constrained by the company's high
leverage of around 5.0 times (including Moody's standard
accounting adjustments) and modest future free cash flow. The
ratings also reflect Moody's concerns with near term operating
challenges facing Polyconcept due to unfavorable economic
headwinds and execution risks associated with its business
transition in Europe. The ratings are supported by the company's
leading market niche, its competitive advantage in low purchasing
cost and quick order lead time, diverse geographic presence,
customer base and broad product offering within the promotional
product category, and overall good margins.

A meaningful deterioration in revenue growth or operating margin
trends due to sustained lower demand for promotional products or
challenges from its business transition in Europe could exert
downward pressure on ratings. Credit metrics that could result in
a downgrade include debt/EBITDA levels remaining above 6.0x, or
EBITA/interest coverage falling below 1.5x. A weakened liquidity
profile could also affect ratings negatively.

A rating upgrade is unlikely in the near term given the negative
rating outlook and cyclical nature of the industry in which the
company operates. Over the longer term, ratings could be upgraded
if Moody's come to expect strong, sustained revenue growth as well
as improved margins. Quantitatively, upgrade pressure could occur
if debt/EBITDA is sustained below 4.5x, EBITA/interest coverage
can be sustained above 2.0x and free cash flow/debt remains above
5%.

Polyconcept Finance, BV, headquartered in the Netherlands,
designs, sources, distributes and decorates promotional products
through its main offices in the US, the Netherlands, France, Hong
Kong and China. With annual sales of approximately $858 million,
the company supplies a wide range of promotional, lifestyle and
gift products to several hundred thousand companies ranging from
small enterprises to global corporations in over 100 countries
with a focus on Europe and North America.

The principal methodology used in this rating was the Global
Consumer Durables 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.


PREMIER TRAILER: S&P Assigns 'B-' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned trailer lease and
rental provider Premier Trailer Leasing Inc. a 'B-' corporate
credit rating.  The outlook is stable.

At the same time, S&P assigned the company's $135 million second-
lien term loan a 'CCC' issue-level rating, with a recovery rating
of '6', indicating S&P's expectation that lenders would receive
negligible recovery (0-10%) in the event of a payment default.

S&P's ratings on Premier reflect risks associated with the
company's increase in leverage and very aggressive financial
profile.  Premier is the third largest trailer leasing company,
but it is a fraction of the size of the largest industry
participant, XTRA Lease LLC, which is owned by Berkshire Hathaway.
The company's current industry position reflects the impact of a
recent acquisition, which added new locations on the west coast
and bolstered the company's national presence.

The industry is mature, but is currently somewhat supply-
constrained, which is currently resulting in high utilization and
favorable rates.  S&P believes market fundamentals will remain
favorable over the next two years, driven by modestly increasing
demand from the continuing slow economic recovery.

Despite the favorable market outlook, Premier's financial ratios
will deteriorate significantly as a result of the debt-financed
dividend.  The company has a short operating track record and will
now be operating with higher debt levels than in the past.  S&P
expects funds from operations (FFO) to debt in the mid-teens
percent area this year.  The company's limited scale, which makes
it especially vulnerable to swings in earnings, heightens credit
risk.  However, as a leasing company, the company has some leeway
in terms of the magnitude and timing of capital investments, and
this provides some cushion.

"We characterize the company's liquidity as "adequate."  We
believe the company' internally generated cash flow and
availability under its revolving credit facility will enable the
company to meet debt repayment requirements of about $5.3 million
annually and cover capital expenditures.  As a leasing company,
Premier benefits from an ability to manage its cash flow by
flexing its capital expenditures.  Maintenance capital expenditure
requirements are quite low.  Covenants have not yet been
finalized, but we expect them to include a leverage covenant and
we expect the covenant to be set at a level that would result in a
20% cushion to projected EBITDA," S&P said.


PROSPECT HOLDING: S&P Lowers ICR to 'B'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term issuer credit rating on Prospect Holding Co. LLC and its
subsidiaries Prospect Holding Finance Co. and Prospect Mortgage
LLC to 'B' from 'B+'.  The outlook is stable.  At the same time,
S&P lowered its issue rating on Prospect's senior unsecured debt
to 'B' from 'B+'.

"The downgrade reflects Prospect's weakening profitability and
leverage following multiple quarters of lower origination volume
as industrywide loan applications remain subdued," said Standard &
Poor's credit analyst Stephen Lynch.  Loan production declined
industrywide beginning in the third quarter of 2013 when higher
mortgage rates stifled mortgage refinance activity.  Prospect's
loan production in the second half of 2013 was 13% lower than the
first half of 2013.  Moreover, the company's first-quarter
origination volume was down 27% year over year, leading S&P to
believe the seasonally adjusted trend may continue to worsen in
2014 before normalizing in 2015.

Prospect reported a net loss of $28.7 million in the first quarter
of 2014.  As a result, Prospect's leverage (measured as debt to
adjusted EBITDA) has spiked beyond 10x and the debt-service
coverage ratio has fallen below 1x.  Although these metrics may
reflect cyclical lows, S&P believes it may take several quarters
before they begin to normalize.  At the same time, the company's
debt to tangible equity of 1.3x provides some rating support.

S&P's ratings on Prospect reflect the firm's rising leverage,
weakening interest coverage, and geographic and business
concentration in residential real estate.  The company's low
credit risk, tangible equity, and recurring cash flows from a
growing mortgage servicing rights portfolio are strengths to the
rating.

S&P's stable outlook reflects its expectation that earnings will
remain strained for the remainder of 2014.  S&P do not expect
worsening earnings to have a negative impact on the firm's
liquidity because the company has the capacity to generate cash by
releasing servicing rights on newly originated loans and the
ability to sell select portions of its portfolio, which it
believes to be fully valued.

S&P could nonetheless lower its rating on Prospect if the
company's earnings continue to show significant deterioration or
if liquidity comes under duress.  S&P could also lower the rating
if the company's debt service coverage ratio does not begin to
approach 1x by the first half of 2015.  An upgrade is unlikely
over the next one to two years because of the excess capacity in
the origination market and broader uncertainty about government-
related entity reform.  Over time, S&P could raise the rating if
the company meaningfully reduces its leverage and lowers earnings
volatility without altering the long-term prospects of the firm's
fundamental business model.


PSL-NORTH AMERICA: File for Bankruptcy With Plan to Sell Assets
---------------------------------------------------------------
Michael Bathon, writing for Bloomberg News, reported that the U.S.
and North American units of PSL Ltd., an Indian steel-pipe maker
for the oil and gas industry, sought bankruptcy protection with a
plan to sell assets to Jindal Tubular USA LLC for about $100
million.  According to the report, PSL-North America LLC and PSL
USA Inc., based in Bay St. Louis, Mississippi, each listed assets
of more than $50 million and debt of about $130 million in Chapter
11 documents filed in U.S. Bankruptcy Court in Wilmington,
Delaware.  The lead case is In re PSL-North America LLC, 14-bk-
11477, U.S. Bankruptcy Court, District of Delaware (Wilmington).


PSL - NORTH AMERICA: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                     Case No.
     ------                                     --------
     PSL - North America LLC                    14-11477
     13092 Sea Plane Road
     Bay St. Louis, MS 39520

     PSL USA Inc.                               14-11478

Type of Business: Manufacturer and coater of large diameter steel
                  pipe.

Chapter 11 Petition Date: June 16, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Peter J. Walsh

Debtors' Counsel:  Paul Noble Heath, Esq.
                   RICHARDS, LAYTON & FINGER, P.A.
                   One Rodney Square
                   P. O. Box 551
                   Wilmington, DE 19899
                   Tel: 302-651-7700
                   Fax: 302-651-7701
                   Email: heath@rlf.com

                      - and -

                   John Henry Knight, Esq.
                   RICHARDS, LAYTON & FINGER, P.A.
                   One Rodney Square
                   P.O. Box 551
                   Wilmington, DE 19899
                   Tel: (302) 651-7700
                   Fax: (302) 651-7701
                   Email: knight@rlf.com

                      - and -

                   William A. Romanowicz, Esq.
                   RICHARDS, LAYTON & FINGER, P.A.
                   One Rodney Square
                   920 North King Street
                   Wilmington, XX 19801
                   Tel: 302.651.7700
                   Fax: 302.651.7710
                   Email: Romanowicz@rlf.com

                     - and -

                   Amanda R. Steele, Esq.
                   RICHARDS, LAYTON & FINGER, P.A.
                   920 N. King Street
                   Wilmington, DE 19801
                   Tel: 302-651-7838
                   Fax: 302-428-7838
                   Email: steele@rlf.com

Debtors'
Financial
Advisor:           DUFF & PHELPS, LLC

Debtors'
Claims and
Noticing
Agent:             EPIQ SYSTEMS

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $100 million to $500 million

As of the Petition Date, the Debtors had total outstanding debt
obligations of approximately $130 million.

The petitions were signed by Brian J. Vaill, chief executive
officer.

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AM/NS Calvert, LLC                 Trade Debt         $5,317,400
Attn: Stefan Wolfe
PO Box 456
Calvert, AL 36513
Stefan Wolfe
Tel: 251.289.3000
Fax: 251-289-5681

PSL Limited                        Machinery and      $4,808,381
Attn: Nirmala Chandran             Equipment/Spare
PSL Towers                         Parts
615 Makwana Road Marol
Mumbai, 400059
Tel: +91 22 6644 7777
Fax: +91 22 6644 7711

CSX Transportation                 Trade Debt/Note    $4,078,974
Attn: Kay Fearrington              Payable
CSXT N/A 130303
PO Box 532652
Atlanta, GA 30353-2652
Tel: 904-279-4904
Fax: 904-279-5086

Export Import Bank of India          Bank Loan        $1,367,746
Attn: T.D. Sivakumar
Head of Office Centre One
World Trade Centre
Mumbai, Maharastra 400 005
Tel: 202-223-3238
Fax: 202-785-8487

Hanwa American Corp                  Note Payable     $1,288,042
9800 Richmond Ave., Suite 515
Houston, TX 77042
Tel: 713-978-7904
Fax: 713-978-7790

Valspar Lockbox 741667               Trade Debt         $506,179
Attn: Karl Jorgenrud
PO Box 741667
Atlanta, GA 30374-1167
Tel: 918-625-6690
Fax: 512-300-0375

Balch & Bingham, LLP                 Legal Fees         $220,331
Attn: Terri Gass
P.O. Box 306
Birmingham, AL 35201
Tel: 205-521-8100
Fax: 205-226-8799

Lincoln Electric                     Trade Debt         $117,955
Attn: Frank Vincek
PO Box 677561
Dallas, TX 75267-7561
Tel: 888-935-3860
Fax: 678-934-0592

Merchant Capital, LLC                Bond Remarking     $115,727
Attn: Doug Sellers                   Agent Fees
P.O. Box 241858
Montgomery, AL 36124
Tel: 334-834-5100
Fax: 334-269-0902

Axalta Coating System                Trade Debt          $69,301

Coast Electric Power Association     Utility             $61,446

Boone Valley Forest Products, Inc.   Trade Debt          $55,640

SunBelt Rentals                      Trade Debt          $54,220

ADS, LLC                             Trade Debt          $51,404

Nucor Steel Tuscaloosa               Trade Debt          $29,422

Snow Coating Equipment and Services, Trade Debt          $28,009
LLC

Prewett Enterprises, Inc.            Trade Debt          $24,766

Southern Gas and Supply of           Trade Debt          $21,337
Mississippi, Inc.

Pascagoula Sheet Metal WOrks, Inc.   Trade Debt          $20,140

Harbert's Products, Inc.             Trade Debt          $15,031


QUANTASON LLC: Ultrasound Developer Converting After Sale Fails
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Quantason LLC, a company developing three-dimensional
ultrasound screening for breast cancer, couldn't find a buyer at
an acceptable price and filed to convert its Chapter 11 effort
to a liquidation under Chapter 7.  According to the report, the
company said the best offer it received, $50,000, wouldn't even
cover expenses of the reorganization attempt.

The case is In re Quantason LLC, 14-bk-10932, U.S. Bankruptcy
Court, District of Delaware (Wilmington).  The Debtor's lawyers
are Daniel N. Brogan, Esq., and R. Craig Martin, Esq., at DLA
PIPER LLP (US), in Wilmington, Delaware; and Kimberly D. Newmarch,
Esq., at DLA PIPER LLP (US), in Chicago, Illinois.


REFCO INC: Judge Upholds Key Claims in Suit v. Cantor Fitzgerald
----------------------------------------------------------------
Grant & Eisenhofer P.A. on June 16 disclosed that a federal judge
in New York's Southern District has upheld all of the key claims
in a lawsuit filed against financial services firm Cantor
Fitzgerald and its primary owner and chief executive
Howard Lutnick by the bankruptcy estate of former futures broker
Refco Inc.  The suit, filed in 2013, alleges that Cantor's Nevada
gaming businesses acquired proprietary technology and other assets
from a subsidiary in which Refco held a 10% stake, without ever
compensating the subsidiary and depriving Refco of its interest in
the assets.

In an 80-page ruling on Cantor's motion to dismiss delivered
June 10, U.S. District Judge Ronnie Abrams allowed the Refco
bankruptcy estate's conversion, waste, breach of fiduciary duty,
aiding and abetting claims and other claims to survive against
Cantor Fitzgerald and several of its subsidiaries and executives.
The named individual defendants are Cantor Fitzgerald Chairman and
CEO Howard Lutnick, Cantor Gaming President Lee Amaitis and Cantor
General Counsel and Cantor Index Holdings director Stephen Merkel.

Leading financial litigation law firm Grant & Eisenhofer is
counsel for Refco's bankruptcy estate and its administrator
Marc Kirschner.  The firm filed suit seeks to recover compensation
owed to the Refco estate under Chapter 11 of the bankruptcy code.

The lawsuit contends that in 2002, Refco invested $8 million in
Cantor Fitzgerald subsidiary, Cantor Index Holdings, in exchange
for a 10% partnership interest.  Over the next several years, CIH
developed successful gaming technology, such as devices for remote
gambling and other betting techniques.  The bankruptcy estate
alleges that Cantor Gaming ultimately shut down CIH and took the
rights of its core assets and intellectual property for its own
profit, developing valuable businesses in Nevada and elsewhere --
while failing to provide any compensation to the bankruptcy estate
to reflect its 10% stake in CIH.

The complaint notes that Cantor defendants have repeatedly
represented to regulators, analysts and the press that the
technology developed by CIH and its subsidiaries in the U.K. was
critical to the successful build-out of Cantor's Nevada
operations.  The bankruptcy estate's suit seeks tens of millions
of dollars in compensatory and punitive damages.

In allowing the case to go forward, Judge Abrams upheld major
claims against the defendants, as follows: Against Cantor
Fitzgerald, L.P. and its affiliates/subsidiaries  Cantor Index
Holdings, L.P., Cantor Index Limited, Cantor Fitzgerald Game
Holdings LLC, and Cantor Fitzgerald Securities,  Judge Abrams
upheld claims that they aided and abetted a breach of fiduciary
duty and engaged in the tort of "Conversion" Against Lutnick and
Amaitis claims for "Aiding & Abetting Breach of Fiduciary Duty"
will proceed and against Lutnick, Amaitis and Merkel, the "Unjust
Enrichment," "Waste" and "Conversion" claims will go forward;
Against Cantor Index Holdings L.P. LLC, the "Breach Of Fiduciary
Duty," "Waste," and "Conversion" claims will go forward; Against
Cantor G&W (Nevada) L.P. the "Unjust Enrichment" and "Conversion"
claims will go forward.

Following the ruling, the parties in the litigation will be
required to jointly submit to the court a proposed case management
plan and scheduling order, and the court has set a conference on
June 24, 2014.

Grant & Eisenhofer co-managing director Jay Eisenhofer said:
"We're pleased that the Southern District Court has upheld all of
the key claims against the main parties in this action.  We are
prepared to move forward with our litigation, to prove that Cantor
still owes Refco's bankruptcy estate for the value of assets which
Refco helped finance more than a decade ago.  Cantor's success in
the mobile gaming sector has depended heavily on the technologies
that Refco helped bankroll and we will continue to press for
recovery for the fair value of that investment."

Mr. Kirschner added that: "If the case goes to trial, we will
demonstrate that the Cantor defendants used CIH's core technology
and related assets in which Refco had original ownership stake to
build its subsidiary gaming business.  This case is about honoring
the terms of that original agreement."

In addition to Mr. Eisenhofer, Grant & Eisenhofer director
Geoffrey Jarvis is special litigation counsel to plaintiff
bankruptcy estate.

The case is captioned as: Refco Group LTD., LLC v. Cantor
Fitzgerald, L.P., et al.

                     About Grant & Eisenhofer

Grant & Eisenhofer P.A. represents plaintiffs in a wide range of
complex financial litigation. G&E's clients include institutional
investors, whistleblowers and other stakeholders in bankruptcy
litigation, securities class actions, derivative lawsuits,
consumer class actions, antitrust suits, and cases involving the
False Claims Act.  G&E has recovered more than $13 billion for
investors in the last five years and has consistently been cited
by RiskMetrics for securing the highest average investor recovery
in securities class actions.  Grant & Eisenhofer has been named
one of the country's top plaintiffs' law firms by The National Law
Journal for the past ten years.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.


RESIDENTIAL CAPITAL: Claimants Must Plead Claim With Specifics
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Martin Glenn threw out a claim
against Residential Capital LLC, explaining in his opinion how the
homeowner didn't meet the heightened standard requiring fraud-
based claims to be supported by specific facts, not mere
conclusory allegations about improper conduct.

According to the report, Judge Glenn said a creditor can file a
claim initially making only conclusory allegations about fraud.
Once ResCap objects to the claim and refutes the allegations, the
burden shifts back to the creditor, who must then lay elements of
fraudulent conduct with particularity, as required by Rule 9(b) of
the Federal Rule of Civil Procedure, the report related.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


REVSTONE INDUSTRIES: Judge OKs $13M Sale, But GM Still Objects
--------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge said that he's
ready to approve Revstone Industries LLC's $13 million sale of its
equity stake in a Canadian unit to private equity firm Zynik
Capital Corp., but the deal is in danger of collapsing after
General Motors Co. refused to back down from its objection.

According to the report, GM is not opposed to the principle of the
transaction but has filed a limited objection on June 3, arguing
that it is owed nearly $6.3 million and wants a direct payment out
of the auto parts conglomerate's sale proceeds.

At a hearing over the matter in Wilmington, Delaware, Revstone
attorney Alan J. Kornfeld of Pachulski Stang Ziehl & Jones LLP
said the debtor was willing to set aside the sum GM wants in
escrow to fight over it later but wanted the auto giant to release
its claims on the Canadian unit's assets that Revstone hopes to
sell its ownership stake to Zynik for CA$14.1 million (US$12.9
million), subject to adjustments, the report related.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


RESIDENTIAL CAPITAL: Objects To $1M In 'Unnecessary' Fees
---------------------------------------------------------
Law360 reported that the liquidating trust of Residential Capital
LLC filed an objection in New York bankruptcy court over nearly $1
million in attorneys' fees paid to Morrison Cohen LLP, claiming it
was being charged for double-billed hours and unnecessary work.

According to the report, in the filing, ResCap takes issue with
$987,677 of a $4.3 million bill from Morrison Cohen for
representing its independent directors during its bankruptcy
proceedings, including $315,967 for "unnecessary internal
conferences and meetings" and $100,569 for "vaguely described
tasks."

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


ROVI SOLUTIONS: Moody's Assigns 'Ba3' Rating on 1st Lien Debt
-------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Rovi Solutions
Corporation's proposed 1st lien senior secured credit facilities,
consisting of a $200 million revolving credit facility due 2019,
$100 million term loan A due 2019 and a $700 million term loan B
due 2021. In addition, Moody's affirmed Rovi Corporation's Ba3
Corporate Family Rating ("CFR") and SGL-2 Speculative Grade
Liquidity rating. The company's Probability of Default Rating
("PDR") was lowered to B1-PD from Ba3-PD. The rating outlook
remains negative.

Proceeds from the proposed debt offering will be used to refinance
existing debt, for general corporate purposes and to pay fees and
expenses associated with the transaction, resulting in essentially
a leverage neutral transaction. LGD point estimates are subject to
change and all ratings are subject to the execution of the
transaction as currently proposed and Moody's review of final
documentation.

The affirmation of Rovi's Ba3 CFR reflects the company's recent
progress in reducing financial leverage to about 5.6 times
(Moody's adjusted; pro forma for proposed transaction) from
approximately 7.0 times at the end of September 2013, while
sustaining favorable revenue trends within the service provider
business segment, generating free cash flow in the mid teen
percentages of debt and maintaining a good liquidity profile. The
affirmation also reflects the fact that because of Rovi's sizeable
cash balances, its comparable net leverage is only around 3.4
times (Moody's adjusted; pro forma for proposed transaction)
currently.

The negative outlook continues to reflect Moody's concerns
regarding the company's still elevated financial leverage (which
is weak for the rating category), challenges in regards to gaining
revenue traction within the consumer electronics segment and
meaningfully deleveraging over the near to medium term, absent a
substantial reduction in funded debt. The negative outlook also
incorporates the company's execution risk as it re-orients its
product portfolio and invests in cloud based guidance, metadata
and analytics offerings.

The downgrade of the PDR to B1-PD from Ba3-PD reflects reduced
loss absorption cushion as per Moody's Loss Given Default
Methodology, given the potential that the unrated 2040 convertible
notes can be put to the company by holders on February 20th, 2015.
In such an event, the 1st lien senior secured debt would
substantially comprise the company's capital structure.

The following summarizes the rating activity:

Issuer: Rovi Corporation

Ratings affirmed:

Corporate Family Rating at Ba3

Speculative Grade Liquidity Rating at SGL-2

Ratings downgraded:

Probability of Default Rating to B1-PD from Ba3-PD

Co-Issuers: Rovi Solutions Corporation and Rovi Guides, Inc.

Ratings assigned:

Proposed $200 million 1st lien senior secured revolving credit
facility due 2019 at Ba3 (LGD3, 34%)

Proposed $100 million 1st lien senior secured term loan A due 2019
at Ba3 (LGD3, 34%)

Proposed $700 million 1st lien senior secured term loan B due 2021
at Ba3 (LGD3, 34%)

Ratings to be withdrawn at close of transaction:

$222 million (outstanding) senior secured Term Loan A-1 due
February 2016 at Ba2 (LGD3, 36%)

$168 million (outstanding) senior secured Term Loan A-2 due March
2017 at Ba2 (LGD3, 36%)

$474 million (outstanding) senior secured Term Loan B-3 due March
2019 at Ba2 (LGD3, 36%)

The rating outlook is negative.

Ratings Rationale

Rovi's Ba3 Corporate Family Rating ("CFR") reflects the company's
broad portfolio of electronic guidance related patents, large
installed base of global users, and a high margin revenue stream
generated under multi-year licensing agreements. The company's
solid market position and broad coverage in the set-top box-based
interactive program guides market within the service provider
vertical, especially in the North American region, as well as its
renewed focus on its core discovery and personalization
competencies lend support to the rating. The rating also considers
Rovi's solid interest coverage and consistently healthy free cash
flow generation profile. The rating is further supported by
Moody's expectations that Rovi will generate free cash flow in the
low teens percentages of total debt and maintain good liquidity
over the next 12 to 18 months. However, the rating also
acknowledges the company's persistently high, albeit improving
financial leverage, as measured by debt to EBITDA of about 5.6
times (including Moody's standard analytical adjustments, such as
stock compensation expense and capitalized operating leases) for
the LTM period ended March 31, 2014. As a result, Moody's view the
company's CFR as weakly positioned within the Ba3 ratings category
and expect that financial leverage will improve moderately over
the near to medium term, absent any substantial debt reduction or
potential increase in EBITDA resulting from major contract
renewals in 2015/2016. Finally, the rating incorporates Rovi's
reliance on patents that have applicability only in niche areas to
generate a significant portion of its high margin revenues and the
execution risk of achieving sustainable revenue growth over the
next 12 months or so.

Moody's does not anticipate a ratings upgrade in the near term.
However, Moody's could stabilize Rovi's ratings if the company
demonstrates sustained improvement in revenues and operating cash
flow such that the company reduces and maintains total debt-to-
EBITDA below 4.5 times (incorporating Moody's standard analytical
adjustments) and sustains free cash flow in excess of 10% of total
debt.

Moody's could downgrade Rovi's ratings if the company's liquidity
erodes as a result of declining earnings or management's
aggressive financial policies. Rovi's ratings could be downgraded
if sequential improvement in EBITDA and profitability appears
unsustainable over the medium term, and if Moody's comes to
believe that leverage is unlikely to decline below 4.5 times
(Moody's adjusted) or free cash flow will sustain below 10% of
total debt over a protracted period of time. The ratings could
also be lowered if Rovi is unable to renew upcoming licensing
agreements with key customers at economically feasible terms or if
the competitive position of its intellectual property portfolio
weakens.

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.

Headquartered in Santa Clara, California, Rovi Corporation
provides integrated discovery and personalization solutions to the
media entertainment market. Rovi reported approximately $547
million in revenue from continuing operations for the twelve
months ended March 31, 2014.


ROYCE HOMES: Defunct Builder's CEO Slammed With $27M Fraud Verdict
------------------------------------------------------------------
Law360 reported that a Texas federal jury hit the former head of a
defunct homebuilder with a $27 million verdict for allegedly
bilking the company out of tens of millions, causing it to
collapse into bankruptcy and leaving creditors empty handed.

According to the report, T. Micah Dortch of Cooper & Scully PC
told Law360 that jurors returned the verdict against former Royce
Homes LP CEO John H. Speer, who allegedly participated in a raid
of the company that swindled creditors to the tune of $40 million.
Dortch, who represents Royce Homes' Chapter 7 trustee Rodney Tow,
said that the award includes $19.8 million in actual damages tied
to Speer's fraudulent transfers and another $7 million in
prejudgment interest, the report said.

The case is TrackTow v. Amegy Bank N.A. et al., Case No. 4:11-cv-
03700 (S.D. Tex.).


SIMA TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sima Technologies, LLC
        125 Commerce Drive
        Hauppauge, NY 11788

Case No.: 14-72754

Chapter 11 Petition Date: June 13, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Robert Nosek, Esq.
                  SILVERMANACAMPORA LLP
                  100 Jericho Quadrangle, Ste 300
                  Jericho, NY 11753
                  Tel: 516-479-6300
                  Fax: 516-479-6307
                  Email: rnosek@silvermanacampora.com

Total Assets: $853,073

Total Liabilities: $8.30 million

The petition was signed by Robert S. Leifer, vice president of
operations.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb14-72754.pdf


SITV LLC: Moody's Assigns 'B3' CFR & Rates $230 Senior Bonds 'B3'
-----------------------------------------------------------------
Moody's Investors Services assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to SiTV, LLC (Nuvo) and
a B3 rating to its proposed $230 million of senior secured bonds.
The company plans to use proceeds, together with a cash advance
from DISH Network, LLC, to fund the announced $226 million
acquisition of Fuse Network (Fuse) from The Madison Square Garden
Company (MSG), to repay existing debt, and to provide some cash to
its balance sheet. MSG will also receive 15 percent equity of the
combined company (subject to potential reduction based on certain
performance goals) and gain a seat on the SiTV Media, Inc. (parent
of SiTV, LLC) Board of Directors.

The outlook is stable, and a summary of the action follows.
Ratings are subject to review of documentation.

SiTV, LLC and co-issuer SiTV Finance, Inc.

Senior Secured Bonds, Assigned B3, LGD3, 49%

SiTV, LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Outlook, Assigned as Stable

Ratings Rationale

Expectations for weak free cash flow and a modest $10 million
revolver (unrated) as well as high leverage provide Nuvo with
minimal flexibility to integrate Fuse. Furthermore, the combined
company lacks scale, with estimated revenue of about $135 million.
These factors position the company weakly at the B3 CFR. Nuvo
provides English language content targeted at young Latinos in the
United States, and Moody's believes growth in this population,
currently underserved by mainstream English language television,
positions the company well for improved cash flow from both pay
television distributors and advertisers. However, these same
factors draw other operators. Nuvo faces significant competition
for viewers, for channel placement and carriage fees from pay
television distributors, and for advertising dollars, in many
cases from much larger companies with far more financial
flexibility to invest in content. The contractual stream of
revenue from affiliate partners (estimated at about 70% of total
revenue for the combined company) lends stability and creates
revenue visibility over the next few years, but without MSG, which
owns valuable sports content, Fuse will likely lose some of its
negotiating leverage. Moody's believes potential for significant
cost reduction exists as management combines the companies, with
low risk to achieving a meaningful portion of the expected expense
cuts.

Moody's estimates leverage at close will be about 7 times debt-to-
EBITDA, pro forma for the acquisition of Fuse and a portion of
expected costs savings. Moody's also adjusts EBITDA to incorporate
programming expenses on a cash basis, which results in lower
EBITDA (and therefore higher leverage) than management's
calculation while the company is investing in programming, which
Moody's expects will be the case over the next few years. Moody's
believes leverage could reach the 8 to 9 times debt-to-EBITDA
range and free cash flow could turn slightly negative as
management integrates the companies, a significant risk given the
company's lack of scale and modest external availability under its
revolver. However, Moody's believes the company will have about
$35 million of cash on its balance sheet upon close of the
transaction and the ability to manage its cash costs to maintain
adequate liquidity during the integration period. Moody's also
believes the company will be in a position to generate at least
breakeven free cash flow in 2016 and better in the following
years.

The stable outlook assumes Nuvo will execute on the majority of
its projected cost savings, successfully combine the companies,
and generate about breakeven or better free cash flow. The outlook
also incorporates expectations for Nuvo to achieve affiliate
contracts with major distributors at least in line with management
forecasts and for evidence of some traction with its content from
distributors, advertisers, and consumers.

Given the execution risk, weak financial profile and lack of scale
an upgrade is less likely over at least the next three years.
Moody's would consider a positive action with evidence of
successful integration, meaningful EBITDA growth, and traction
with affiliates and advertisers. An upgrade would also require
expectations for adequate liquidity and sustainable positive free
cash flow.

Deterioration of the liquidity profile, such as projected
inability to comply with revolver covenants or materially negative
free cash flow, would likely warrant a negative ratings action.
Evidence of lack of traction with advertisers or distributors such
that Moody's expected the combined company to receive affiliate
fees at a significantly lower rate or for a much smaller number of
pay television subscribers could also have negative ratings
implications.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries published in May
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.

SiTV, LLC does business as NUVOtv and provides a mixture of
original and acquired English language entertainment and lifestyle
content targeted at Latinos. NUVOtv reaches approximately 32
million homes through distribution partners including AT&T U-
verse, Comcast, Cox, Dish Network, Time Warner Cable and Verizon
FIOS. The principal financial shareholders in NUVO are Columbia
Capital and Rho Capital Partners. The company maintains
headquarters in Los Angeles, California.

The Madison Square Garden Company (MSG) is a sports, media and
entertainment business comprised of MSG Sports, MSG Media and MSG
Entertainment. The Fuse network, a national network dedicated to
music (currently part of MSG Media), reaches approximately 73
million subscribers through its pay television distribution
partners. MSG maintains headquarters in New York, New York.


SITV MEDIA: S&P Assigns 'B-' CCR on FUSE Network Acquisition
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to SiTV Media Inc.  At the same time, S&P assigned a
'B-' issue level rating to the proposed $230 million senior
secured notes due 2019.  The recovery rating on this debt is '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a default.  S&P expects the company will use proceeds
to acquire FUSE Network.

The 'B-' corporate credit rating partly reflects SiTV Media's
limited scale, with only two cable TV networks.  S&P also weighs
the company's narrow business focus, (NUVOtv primarily targets
Hispanics living in the U.S.) and tough competition from major
players in this segment.

"We believe the company's focus on Hispanics living in the U.S.
provides the company some protection from broad English-language
competition--largely in relation to carriage by cable, satellite,
and telecom video service providers--but also limits growth
prospects," said Standard & Poor's credit analyst Chris Valentine.
"We also view the competition for ad spending targeting Hispanic
consumers as growing steadily, while the arena remains dominated
by Univision Communications Inc.  NUVOTv's network currently has
carriage with some but not all of the major cable providers.  SiTV
also has a smaller EBITDA base than other rated cable networks,
which could make for challenging negotiations with cable
providers."

The ratings are also based on Standard & Poor's expectation that
leverage will remain above 5x over the next 12 to 18 months.
However, S&P expects leverage to decline slightly in 2014 to the
mid-5x area.

S&P's stable outlook reflects its expectation that liquidity will
meet the company's operating needs over the next 12 months but
could be strained if expected discretionary cash flow generation
is less than S&P's expectations in 2015.


SPECIALTY HOSPITAL: S. Koenig Appointed as Patient Care Ombudsman
-----------------------------------------------------------------
Judy A. Robbins, United States Trustee for Region 4, notified the
U.S. Bankruptcy Court for the District of Columbia that she has
appointed Suzanne Koenig of Northfield, Illinois, as Patient Care
Ombudsman in the Chapter 11 cases of Specialty Hospital of
Washington, LLC, et al., following Judge S. Martin Teel, Jr.'s
order for the appointment of a PCO.

The U.S. Trustee sought the appointment of a PCO to monitor the
quality of patient care in the Debtors' bankruptcy cases given the
uncertain nature of the Debtors' operations and the critical
threat that a disruption could cause the patients.  The U.S.
Trustee said the debtors are facing incredible financial pressure,
which threatens to create tension between management trying to
keep the doors open and the needs of patients to receive high
quality care.  The Debtor?s current management has allegedly
accumulated more than $50 million in tax liens, judgments, and
commercial debt.  Under the current management, the patient census
has gone from 45 to 14 over the past year.

In connection with her appointment as PCO, Ms. Koenig filed a
verified statement pursuant to Rule 2007.2 of the Federal Rules of
Bankruptcy Procedure, disclosing that she is president of SAK
Management Services, LLC, which manages and turns around
distressed health care businesses.  Ms. Koenig assured the Court
that assures the Court that she 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.

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtors' financial advisor.  Cain Brothers &
Company, LLC, is the Debtors' investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


SPECIALTY HOSPITAL: Has $23.2MM in Assets, $90.5MM in Debts
-----------------------------------------------------------
Specialty Hospital of Washington, LLC, filed with the U.S.
Bankruptcy Court for the District of Columbia its schedules
disclosing $23,265,804 in total assets and $90,594,249 in total
liabilities.

The Debtor has $542 in cash on hand; $95,743 in checkings, savings
and other financial accounts; $19,427,007 in accounts receivable;
$372,411 in office equipment, furnishings and supplies; $1,041,130
in machinery, fixtures, equipment and supplies used in business;
$363,083 in inventory; and $1,965,885 in other personal property.

Secured claims against the Debtor total $50,419,868, while
unsecured priority claims total $11,076.  Unsecured non-priority
claims total $45,734.

Full-text copies of the Schedules are available at
http://is.gd/sCkozY

The Schedules were filed ahead of the June 20, 2014, deadline for
interested parties to file competing bids for the Debtors' assets.
The Schedules were filed on June 9, a date that was already
extended by the Court at the behest of the Debtors.  The June 9
deadline was objected to by the U.S. Trustee but U.S. Bankruptcy
Judge S. Martin Teel, Jr., said the June 9 deadline leaves
sufficient time for the schedules to be used for due diligence and
for allowing creditors to have schedules they can examine to
determine the extent of the Debtors' assets in objecting to the
proposed sale.

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtors' financial advisor.  Cain Brothers &
Company, LLC, is the Debtors' investment banker.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.


SPHERIX INC: Reports $7.96-Mil. Net Loss in First Quarter
---------------------------------------------------------
Spherix Incorporated filed its quarterly report on Form 10-Q,
disclosing a net loss of $7.96 million on $4,000 of revenues for
the three months ended March 31, 2014, compared with a net loss of
$3.7 million on $6,000 of total revenues for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $68.76
million in total assets, $1.12 million in total liabilities,
redeemable preferred stock of $20 million, and stockholders'
equity of $47.63 million.

As a result of the Company's recurring operating losses and net
operating cash flow deficits, there is 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 at:

                       http://is.gd/HuFUyY

                  About Spherix Incorporated

Bethesda, Md.-based Spherix Incorporated (NASDAQ CM: SPEX)
-- http://www.spherix.com/-- was launched in 1967 as a scientific
research company, under the name Biospherics Research.  The
Company now leverages its scientific and technical expertise and
experience through its two subsidiaries -- Biospherics
Incorporated and Spherix Consulting, Inc.  Biospherics is
currently running a Phase 3 clinical trial to study the use of
D-tagatose as a treatment for Type 2 diabetes.  Its Spherix
Consulting subsidiary provides scientific and strategic support
for suppliers, manufacturers, distributors and retailers of
conventional foods, biotechnology-derived foods, medical foods,
infant formulas, food ingredients, dietary supplements, food
contact substances, pharmaceuticals, medical devices, consumer
products, and industrial chemicals and pesticides.


STEARNS HOLDINGS: S&P Affirms 'B+' ICR & Revises Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
long-term issuer credit rating on Stearns Holdings Inc. and
revised the outlook to negative from stable.

"The negative outlook reflects Stearns' weakening profitability
and leverage following multiple quarters of lower origination
volume as industrywide loan applications remain subdued," said
Standard & Poor's credit analyst Stephen Lynch.  Loan production
declined industrywide beginning in the third quarter of 2013 when
higher mortgage rates stifled mortgage refinance activity.
Stearns' loan production in the second half of 2013 was 25% lower
than the first half of 2013.  Moreover, the company's first-
quarter origination volume is down 27% year over year, leading S&P
to believe the seasonally adjusted trend may continue to worsen in
2014 before normalizing in 2015.  Stearns reported a net loss of
$10 million in the first quarter of 2014.  The decline in earnings
has caused Stearns' leverage (measured as debt to adjusted EBITDA)
to increase to 6x and the debt-service coverage ratio to fall
below 2x.

S&P's ratings on Stearns reflect the firm's rising leverage,
weakening interest coverage, and geographic and business
concentration in residential real estate.  The company's low
credit risk, tangible equity, and recurring cash flows from a
growing mortgage servicing portfolio are strengths to the rating.
The company's debt to tangible equity of 1.3x provides some rating
support.

S&P's negative outlook reflects its expectation that earnings will
remain strained for the remainder of 2014 compared with 2013.  S&P
do not expect worsening earnings to have a negative impact on the
firm's liquidity because the company has the capacity to generate
cash by releasing servicing rights on newly originated loans and
the ability to sell select portions of its mortgage servicing
rights portfolio, which it believes to be undervalued on its
balance sheet.

S&P could lower our rating on Stearns if the company's earnings
fail to show significant improvement or if liquidity comes under
duress.  S&P could also lower the rating if the company's debt
service coverage ratio remains below 2x for multiple quarters.  An
upgrade is not likely over the next one to two years because of
the excess capacity in the origination market and broader
uncertainty about government-sponsored entity reform.  Over time,
S&P could raise the rating if the company meaningfully reduces its
leverage and lowers earnings volatility without altering the long-
term prospects of the firm's fundamental business model.


TELIK INC: Reports $1.07-Mil. Net Loss in Q1 Ended March 31
-----------------------------------------------------------
Telik, Inc., filed its quarterly report on Form 10-Q, disclosing a
net loss of $1.07 million for three months ended March 31, 2014,
compared with a net loss of $1.94 million for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed
$1.58 million in total assets, $996,000 in total liabilities, and
stockholders' equity of $588,000.

If the Company is not unable to raise adequate funds in the near
future, it will not be able to continue to fund its operations,
research programs, preclinical testing and clinical trials to
develop and manufacture its drug product candidates, and the
Company's auditors have indicated that its recurring losses and
net capital deficiency 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/fgCNMb

Palo Alto, Calif.-based Telik, Inc. (Nasdaq: TELK) is a clinical
stage drug development company focused on discovering and
developing small molecule drugs to treat cancer.  The Company's
most advanced drug candidate is Telintra(R), a modified
glutathione analog intended for the treatment of hematologic
disorders including myelodysplastic syndrome; followed by
Telcyta(R), a cancer activated prodrug for the treatment of a
variety of cancers.  Telik's product candidates were discovered
using its proprietary drug discovery technology, TRAP(R), which
enables the rapid and efficient discovery of small molecule drug
candidates.


TRIZETTO CORP: Moody's Hikes Corporate Family Rating to 'B2'
------------------------------------------------------------
Moody's Investors Service upgraded TriZetto Corporation's
("TriZetto", f/k/a The TriZetto Group, Inc.) Corporate Family
Rating to B2 from B3, Probability of Default Rating to B2-PD from
B3-PD, sr. secured revolver and term loan ratings to B1 from B2,
and sr. secured 2nd lien term loan's rating to Caa1 from Caa2. The
rating outlook was changed to stable from negative.

According to Moody's analyst Adam McLaren, "The upgrade of the
corporate family rating to B2 reflects TriZetto's improved
operating results and liquidity profile. Operational improvements,
cost management, and strong perpetual license revenue led to an
improvement of key credit metrics including cash flow and debt
leverage."

The change in outlook to stable from negative reflects TriZetto's
good liquidity profile incorporating positive free cash flow and
availability under its revolving credit facility, which was
previously unavailable due to covenant compliance constraints.

The following rating actions were taken:

Corporate family rating, upgraded to B2 from B3;

Probability of default rating, upgraded to B2-PD from B3-PD;

$85 million senior secured revolving credit facility due 2016,
upgraded to B1 (LGD3, 39%) from B2 (LGD3, 39%);

$650 million ($611 million outstanding) senior secured term loan
due 2018, upgraded to B1 (LGD3, 39%) from B2 (LGD3, 39%);

$150 million senior secured 2nd lien term loan due 2019, upgraded
to Caa1 (LGD6, 90%) from Caa2 (LGD5, 89%);

Outlook, changed to stable from negative.

Ratings Rationale

The B2 corporate family rating reflects TriZetto's improved
leverage level, strong market position as a provider of
information technology solutions to the healthcare industry, and
good liquidity profile. The company's focus on margin improvement
through cost controls and cash collections have resulted in strong
cash generation and significant margin improvement. Further
supporting the rating is the company's sizeable backlog, the high
level of recurring revenue, and ongoing market opportunity given
healthcare reform and the need for the healthcare industry to
improve productivity and efficiency. The B2 rating remains
constrained by the company's size, scale, and the highly
competitive IT and healthcare IT marketplace.

The stable outlook reflects end market demand for healthcare
information technology, revenue visibility due to the high and
increasing level of recurring revenue, and the company's good
liquidity profile.

The rating could be downgraded if TriZetto's adjusted debt-to-
EBITDA was projected to be sustained above 6.5 times and adjusted
(EBITDA less capital expenditures)-to-interest expense to be
sustained below 1.5 times. In addition, if TriZetto's liquidity
profile deteriorates, the rating could be downgraded. There may
also be rating pressure if TriZetto were to face contract losses
from competitive pressures, or if the company pursued debt
financed acquisitions. Any shareholder friendly activities would
put negative pressure on the rating as well.

The rating could be upgraded if TriZetto successfully grows both
the payer and provider businesses, while de-leveraging the company
towards 4.0 times on a sustained basis. The rating could be
upgraded if TriZetto were to maintain free cash flow-to-debt above
10% and a good liquidity profile.

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

Headquartered in Englewood, Colorado, TriZetto is a provider of
information technology solutions to the healthcare industry.
TriZetto's shareholders include Apax Partners, BlueCross
BlueShield of Tennessee, Inc. and Cambia Health Solutions. For the
trailing twelve months ended March 31, 2014 the company's revenue
was $682 million.


TUSCANY INTERNATIONAL: Administrative Claims Due July 9
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
July 9, 2014 at 5:00 p.m. (Prevailing Eastern Time) as the
deadline by which holders of Administrative Claims in the Chapter
11 cases of Tuscany International Holdings (U.S.A.) Ltd., et al.,
must file proofs of administrative claim against the Debtors.

An order confirming the First Amended Joint Plan of Reorganization
for the Debtors was entered by the Court on May 21, 2014,
following the overwhelming support shown by holders of Class 4
Prepetition Credit Agreement Claims against Holdco, which was the
only class entitled to vote to accept or reject the Plan.  The
Disclosure Statement explaining the Plan was approved on April 9.
The Plan was substantially consummated, and the Effective Date
occurred on June 9.

Prior to the occurrence of the Effective Date, the Bankruptcy
Court gave the Debtors authority to employ PricewaterhouseCoopers
LLP (Canada) as auditors and expand the scope of employment of
Deloitte LLP to include additional tax services for Debtor Tuscany
International Drilling Inc.  The Official Committee of Equity
Security Holders also obtained court authority to retain Landis
Rath & Cobb LLP as counsel and Gavin/Solmonese LLC as financial
advisor.

The Debtors have a motion pending in Court seeking an extension of
the exclusive periods to file a Chapter 11 plan of reorganization
through and including Sept. 1, and to solicit votes on a chapter
11 plan of reorganization through and including Oct. 30.  A
hearing on the Debtors' request is set for June 13.

The Debtors have until Aug. 29 within which they may file notices
of removal of civil actions to which they are or may become party,
and until the same time to assume or reject leases.

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.  GMP Securities, LLC serves as investment banker.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.
The Bankruptcy Court has entered an order approving the bidding
procedures for the sale of all or any portion of the Debtors'
assets or the new capital stock of Reorganized HoldCo, as
reorganized under the Plan.  These bidding procedures are to be
utilized by the Debtors in the postpetition sale process in an
effort to secure the highest or otherwise best offer for the sale
of the Debtors' businesses.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


US COAL CORPORATION: Kolmar Americas Files Involuntary Petition
---------------------------------------------------------------
Kolmar Americas, Inc., filed an involuntary Chapter 11 bankruptcy
petition for U.S. Coal Corporation (Bankr. E.D. Ky. Case No.
14-51461) in Lexington, Kentucky on June 10, 2014.

Bridgeport, Connecticut-based Kolmar says it is owed by Lexington-
based U.S. Coal roughly $1.36 million on account of a business
debt.

Kolmar sought and obtained dismissal of a duplicate involuntary
petition (Case No. 14-51460) on grounds that it was a duplicate
case.

Kolmar is represented by Daniel I. Waxman, Esq., at Wyatt, Tarrant
& Combs, LLP, in Lexington, Kentucky.

Chief Judge Tracey N. Wise presides over the case.


USEC INC: Exclusivity Extension Sought
--------------------------------------
BankruptcyData reported that USEC filed with the U.S. Bankruptcy
Court a motion to extend the exclusive period during which the
Company can file a Chapter 11 plan and solicit acceptances thereof
through and including September 1, 2014 and November 30, 2014,
respectively.

According to BData, the motion explains, "The Chapter 11 Case is
large in size and complex in nature. As of the Petition Date, the
Debtor's material obligations consisted of (a) convertible note
debt in the principal amount of $530 million; (b) preferred stock
obligations of approximately $113.9 million; (c) intercompany
secured loans in the approximate amount of $56.3 million; and (d)
intercompany unsecured loans and other funding in the approximate
amount of $274.1 million. In addition, the Debtor is part of a
global energy company that is heavily regulated by the DOE, which
gives rise to various challenges....These factors demonstrate the
size and complexity of the Chapter 11 Case and weigh in favor of
granting an extension of the Exclusive Periods."

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


VIRGINIA H. OLIVER: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Virginia H. Oliver Trust
        6 Barra Lane
        Bella Vista, AR 72715

Case No.: 14-71811

Chapter 11 Petition Date: June 13, 2014

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T Barry

Debtor's Counsel: Jill R. Jacoway, Esq.
                  JACOWAY LAW FIRM, LTD.
                  PO Drawer 3456
                  Fayetteville, AR 72702-3456
                  Tel: (479)521-2621
                  Email: jacowaylaw@sbcglobal.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cynthia Oliver, authorized individual.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/arwb14-71811.pdf


W G O V INC: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: W.G.O.V., Inc.
        2973 U.S. Hwy 84 West
        Valdosta, GA 31601

Case No.: 14-70731

Chapter 11 Petition Date: June 13, 2014

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: Robert Craig Bruner, Esq.
                  ROBERT BRUNER LAW OFFICE
                  261 Pinewood Drive
                  Tallahassee, FL 32303
                  Tel: 850-385-0342
                  Fax: 850-870-2441
                  Email: robertcbruner@hotmail.com

Total Assets: $81,710

Total Liabilities: $2.14 million

The petition was signed by Kells Rivers Faulkner, vice
president/director.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/gamb14-70731.pdf


WAVEDIVISION HOLDINGS: S&P Affirms 'B+' CCR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Kirkland, Wash.-based WaveDivision
Holdings LLC (Wave).  The outlook is stable.

At the same time, S&P assigned a 'B-' issue-level rating and '6'
recovery rating to the company's proposed $150 million of senior
PIK toggle notes due 2019, proceeds of which will be used to fund
a distribution to shareholders.  The '6' recovery rating indicates
S&P's expectation for negligible (0%-10%) recovery in the event of
payment default.  The notes will be issued out of newly formed
holding company Wave Holdco LLC.

S&P also affirmed the existing 'BB-' issue-level rating on the
company's senior secured debt and its 'B-' issue-level rating on
its senior unsecured debt.  The recovery rating on the secured
debt is unchanged at '2', which indicates S&P's expectation for
substantial (70%-90%) recovery in the event of payment default.

"The rating affirmation reflects our view that while debt to
EBITDA will increase to around 6.9x from 5.8x as of March 31,
2014, to fund the distribution to shareholders, we believe the
company has good prospects to reduce leverage to below 6.5x over
the next year, a parameter that is supportive of the current
rating," said Standard & Poor's credit analyst Allyn Arden.

S&P's view of Wave's business risk profile reflects its
demographically attractive and well-clustered cable properties,
healthy EBITDA margins, and good capabilities to serve business
customers.  However, the company faces significant competition
from incumbent telephone companies and satellite television
providers.  Wave is also an over-builder (a competitor to the
local cable TV company) in about one-third of its footprint where
it competes with incumbent cable provider Comcast Corp.
Additionally, Wave's penetration levels for video, data, and
telephone service are below the industry average.  These factors
lead to our view of a "satisfactory" business risk profile.

The outlook is stable and reflects S&P's expectation for mid-
single-digit percent revenue growth and some margin improvement.
As a result, S&P expects leverage to improve to below 6.5x over
the next year.

S&P could lower the ratings if Wave were to initiate another debt-
financed dividend to shareholders, or if operating performance was
below S&P's expectations, resulting in leverage remaining about
6.5x for multiple quarters.  Additionally, aggressive competition
that results in pricing pressure and higher churn could prompt a
downward revision of S&P's business risk profile assessment and
result in a lower rating.

Although a higher rating is unlikely, S&P believes this could be
achieved if the company improved leverage to below 5x and S&P
believed it could sustain that level.  This could occur if Wave's
broadband and business revenue exceeded S&P's expectations under
its base-case forecast.  However, even under such a scenario,
Wave's private equity owners' financial policy and the potential
for additional debt-financed dividends constrain any prospects for
an upgrade.


ZBB ENERGY: Reports $46K Net Loss in Q1 Ended March 31
------------------------------------------------------
ZBB Energy Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $46,497 on $4.57 million of total
revenues for the three months ended March 31, 2014, compared with
a net loss of $2.94 million on $2.12 million of total revenues for
the same period in 2013.

The Company's balance sheet at March 31, 2014, showed
$23.48 million in total assets, $5.97 million in total
liabilities, and stockholders' equity of $17.51 million.

The Company incurred a net loss of $4.75 million attributable to
ZBB Energy Corporation for the nine months ended March 31, 2014
and as of March 31, 2014 has an accumulated deficit of $85.68
million and total ZBB Energy equity of $15.51 million.  The
ability of the Company to settle its total liabilities of $5.97
million and to continue as a going concern is dependent upon
increasing revenues and achieving profitability, according to the
regulatory filing.

A copy of the Form 10-Q is available at:

                       http://is.gd/OqaLAc

                   About ZBB Energy Corporation

ZBB Energy Corporation (nyse mkt:ZBB) -- http://www.zbbenergy.com
-- designs, develops, licenses and manufactures advanced energy
storage and power electronics systems, as well as engineered
custom and semi-custom products targeted at the growing global
need for distributed renewable energy, energy efficiency, power
quality, and grid modernization.  ZBB's corporate offices,
engineering and development, and production facilities are located
in Menomonee Falls, WI, USA with a research facility also located
in Perth, Western Australia.  ZBB has a joint venture with Meineng
Energy, a provider of leading-edge energy storage systems and
solutions to the greater China market.


* High Court Sides With Holdout Creditors in Argentina Debt Case
----------------------------------------------------------------
Ken Parks, Nicole Hong and Brent Kendall, writing for The Wall
Street Journal, reported that the U.S. Supreme Court handed
Argentina a major setback in its long-running battle with a small
group of determined creditors, heightening the risk the country
will default for the second time in 13 years.

According to the report, the justices on June 16 rejected
Argentina's appeal of a lower-court ruling that said the country
can't make bond payments until it compensates hedge funds that
refused to accept restructured debt in the years following
Argentina's 2001 default.  Because of that earlier ruling,
Argentina must decide by the end of the month whether to reach a
deal with the holdouts or default on its next debt payment, the
Journal said.

The Journal said the Supreme Court's action is a pivotal -- and
potentially final -- twist in a bitter battle pitting Argentina's
government against a few deep-pocketed hedge funds that have been
steadfast in their insistence on full payment.

"We have long anticipated that the Supreme Court would not grant
certiorari, but were less certain about the timing.  This decision
makes it more critical than ever that the parties come promptly to
a negotiated settlement that will enable Argentina to avoid
default, lower its borrowing costs and return to the capital
markets," Bruce Wolfson, Esq. -- bruce.wolfson@bingham.com -- of
counsel at Bingham McCutchen LLP, said in a statement.


* 3rd Circ. Clarifies Lien Enforcement on Bankrupt Homeowners
-------------------------------------------------------------
Law360 reported that in a precedential decision, the Third Circuit
clarified the standard for enforcing statutory liens over unpaid
homeowners association dues against bankrupt homeowners, saying
foreclosure -- rather than a collection action against the
individual -- is the proper method for enforcing such statutory
liens.

According to the report, a three-judge panel of the Third Circuit
clarified the standard, in a case that involved interpreting
Pennsylvania's Uniform Planned Community Act in the bankruptcy
context, which hadn't yet been done by the Pennsylvania Supreme
Court.

The case is In re: Kelly L. Makowka, Case No. 13-3469 (3rd Cir.).


* UK Finalizes Post-Lehman, MF Global Client Asset Rule Fixes
-------------------------------------------------------------
Law360 reported that the U.K. Financial Conduct Authority said it
has finalized changes to rules on handling client money and
assets, in light of problems that arose after the collapse of
Lehman Brothers International Europe and other firms.

According to the report, in a 410-page policy statement, the
regulator outlined its responses to a consultation paper it issued
last year seeking input on how to protect client accounts in the
event of bankruptcy and hasten the distribution of customer assets
that get tied up in the process.


* Bank of America Mortgage Settlement Is Said to Be Deadlocked
--------------------------------------------------------------
Michael Corkery, writing for The New York Times' DealBook,
reported that talks between the U.S. Justice Department and
Citigroup to settle a civil investigation into its sale of shoddy
mortgage investments have deteriorated in recent days, as the
sides are deadlocked on how much money the bank should pay.

According to the report, the Justice Department has told
Citigroup?s lawyers that it plans to sue the bank unless the sides
can reach an agreement soon, people briefed on the matter said.
The standoff sets the stage for Citigroup to be among the first
large banks to fight the Justice Department?s findings in court
rather than seek a settlement -- a development that would carry
risks for both sides, the report said.


* Wells Fargo Loses Appeal to Throw Out Suit Over Reckless Lending
------------------------------------------------------------------
Saabira Chaudhuri, writing for The Wall Street Journal, reported
that Wells Fargo & Co. lost an appeal made to the U.S. Court of
Appeals in Washington, D.C., that aimed to bar the government from
suing it for "reckless" lending and leaving a federal insurance
program to pick up the tab.

According to the report, the U.S. government in October 2012 sued
Wells Fargo, seeking "hundreds of millions of dollars" in damages
on behalf of the Federal Housing Administration, a government
agency that doesn't make loans but insures those made by lenders
that meet its standards.  That complaint alleged nearly a decade
of misconduct dating back to May 2001 and contended that Wells
engaged in "regular practice of reckless origination and
underwriting" of government-backed loans.


* Obama Expands Student Loan Repayment Cap and Pushes Bill
----------------------------------------------------------
Mark Landler, writing for The New York Times, reported that
President Obama has signed an executive order intended to lessen
the college loan burden on nearly five million younger Americans
by capping repayments at 10 percent of the borrowers' monthly
income.  According to the report, joined by indebted graduates in
the East Room of the White House, Mr. Obama said the spiraling
cost of higher education had put "too big a debt load on too many
people."


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                               Total
                                              Share-     Total
                                    Total   Holders'    Working
                                   Assets     Equity    Capital
  Company           Ticker           ($MM)      ($MM)      ($MM)
  -------           ------         ------   --------    -------
ABSOLUTE SOFTWRE    ALSWF US        133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE    ABT CN          133.7      (10.5)      (5.9)
ABSOLUTE SOFTWRE    OU1 GR          133.7      (10.5)      (5.9)
ACHAOGEN INC        AKAO US          13.8       (0.0)       2.1
ACTINIUM PHARMAC    ATNM US           6.6      (13.5)     (13.5)
ADVANCED EMISSIO    OXQ1 GR         106.4      (46.1)     (15.3)
ADVANCED EMISSIO    ADES US         106.4      (46.1)     (15.3)
ADVENT SOFTWARE     ADVS US         452.2      (91.1)     (90.7)
ADVENT SOFTWARE     AXQ GR          452.2      (91.1)     (90.7)
AEMETIS INC         AMTX US          97.1      (12.8)     (23.4)
AEROHIVE NETWORK    2NW GR           69.9       (3.3)      21.5
AEROHIVE NETWORK    HIVE US          69.9       (3.3)      21.5
AGENUS INC          AGEN US          34.8       (4.5)      17.9
AIR CANADA-CL A     ADH TH        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     AIDIF US      9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     ADH GR        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A     AC/A CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B     AC/B CN       9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B     AIDEF US      9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC    ALDR US          26.7      (32.0)       2.5
ALDER BIOPHARMAC    3A9 GR           26.7      (32.0)       2.5
ALLIANCE HEALTHC    AIQ US          465.3     (136.6)      59.5
AMC NETWORKS-A      9AC GR        3,484.7     (478.3)     642.3
AMC NETWORKS-A      AMCX US       3,484.7     (478.3)     642.3
AMER RESTAUR-LP     ICTPU US         33.5       (4.0)      (6.2)
AMYLIN PHARMACEU    AMLN US       1,998.7      (42.4)     263.0
AMYRIS INC          AMRS US         236.8     (112.5)      33.5
ANGIE'S LIST INC    8AL TH          124.3      (20.3)     (30.0)
ANGIE'S LIST INC    ANGI US         124.3      (20.3)     (30.0)
ANGIE'S LIST INC    8AL GR          124.3      (20.3)     (30.0)
ARRAY BIOPHARMA     AR2 TH          135.2      (23.3)      72.2
ARRAY BIOPHARMA     ARRY US         135.2      (23.3)      72.2
ARRAY BIOPHARMA     AR2 GR          135.2      (23.3)      72.2
ASPEN AEROGELS I    ASPN US          88.2      (80.7)      (5.2)
AUTOZONE INC        AZ5 GR        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC        AZ5 TH        7,262.9   (1,710.3)    (860.8)
AUTOZONE INC        AZO US        7,262.9   (1,710.3)    (860.8)
BARRACUDA NETWOR    CUDA US         350.1       (5.7)      30.5
BARRACUDA NETWOR    7BM GR          350.1       (5.7)      30.5
BERRY PLASTICS G    BP0 GR        5,367.0     (135.0)     684.0
BERRY PLASTICS G    BERY US       5,367.0     (135.0)     684.0
BIOCRYST PHARM      BO1 TH           43.4       (5.7)      22.0
BIOCRYST PHARM      BCRX US          43.4       (5.7)      22.0
BIOCRYST PHARM      BO1 GR           43.4       (5.7)      22.0
BRP INC/CA-SUB V    BRPIF US      2,019.7      (17.0)     172.7
BRP INC/CA-SUB V    DOO CN        2,019.7      (17.0)     172.7
BRP INC/CA-SUB V    B15A GR       2,019.7      (17.0)     172.7
BURLINGTON STORE    BURL US       2,547.8     (136.3)     124.8
BURLINGTON STORE    BUI GR        2,547.8     (136.3)     124.8
CABLEVISION SY-A    CVY GR        6,542.9   (5,210.9)     281.8
CABLEVISION SY-A    CVC US        6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI    CZR US       24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI    C08 GR       24,376.7   (2,276.8)     566.0
CALLIDUS CAPITAL    28K GR          444.5       (4.3)       -
CALLIDUS CAPITAL    CBL CN          444.5       (4.3)       -
CANNAVEST CORP      CANV US          10.7       (0.2)      (1.3)
CAPMARK FINANCIA    CPMK US      20,085.1     (933.1)       -
CC MEDIA-A          CCMO US      14,597.1   (9,128.0)     643.8
CENTENNIAL COMM     CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC          CVO US        1,206.8     (511.7)     145.0
CHOICE HOTELS       CZH GR          554.9     (454.6)     109.5
CHOICE HOTELS       CHH US          554.9     (454.6)     109.5
CIENA CORP          CIEN TE       1,795.5      (80.8)     641.3
CIENA CORP          CIE1 TH       1,795.5      (80.8)     641.3
CIENA CORP          CIEN US       1,795.5      (80.8)     641.3
CIENA CORP          CIE1 GR       1,795.5      (80.8)     641.3
CINCINNATI BELL     CBB US        2,101.5     (670.7)       7.7
DEX MEDIA INC       DXM US        2,275.0     (782.0)     162.0
DIRECTV             DIG1 GR      22,520.0   (6,512.0)    (929.0)
DIRECTV             DTV US       22,520.0   (6,512.0)    (929.0)
DIRECTV             DTV CI       22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA      DPZ US          524.3   (1,269.0)     113.5
DOMINO'S PIZZA      EZV TH          524.3   (1,269.0)     113.5
DOMINO'S PIZZA      EZV GR          524.3   (1,269.0)     113.5
DUN & BRADSTREET    DNB US        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET    DB5 TH        1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET    DB5 GR        1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC     EDG US          883.8       (0.8)     409.2
ELEVEN BIOTHERAP    EBIO US           5.1       (6.1)      (2.9)
EMPIRE RESORTS I    LHC1 GR          38.7      (14.0)     (14.6)
EMPIRE RESORTS I    NYNY US          38.7      (14.0)     (14.6)
EMPIRE STATE -ES    ESBA US       1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60    OGCP US       1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN    FRP US        1,546.4     (338.8)      25.3
FAIRPOINT COMMUN    FONN GR       1,546.4     (338.8)      25.3
FERRELLGAS-LP       FGP US        1,589.9      (88.9)      89.0
FERRELLGAS-LP       FEG GR        1,589.9      (88.9)      89.0
FIVE9 INC           1F9 GR           56.3       (3.0)       1.1
FIVE9 INC           FIVN US          56.3       (3.0)       1.1
FREESCALE SEMICO    FSL US        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO    1FS TH        3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO    1FS GR        3,100.0   (3,851.0)   1,244.0
GAMING AND LEISU    2GL GR        2,561.9      (68.0)     (44.7)
GAMING AND LEISU    GLPI US       2,561.9      (68.0)     (44.7)
GENTIVA HEALTH      GTIV US       1,234.9     (297.6)      99.2
GENTIVA HEALTH      GHT GR        1,234.9     (297.6)      99.2
GLG PARTNERS INC    GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US        400.0     (285.6)     156.9
GLOBALSTAR INC      P8S GR        1,350.0      (74.3)     (97.3)
GLOBALSTAR INC      GSAT US       1,350.0      (74.3)     (97.3)
GLORI ENERGY INC    GLRI US           0.1       (0.0)       -
GRAHAM PACKAGING    GRM US        2,947.5     (520.8)     298.5
GTT COMMUNICATIO    GTT US          168.5       (0.1)     (25.3)
HCA HOLDINGS INC    2BH TH       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC    2BH GR       29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC    HCA US       29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN    5HD GR        6,552.0     (750.0)   1,446.0
HD SUPPLY HOLDIN    HDS US        6,552.0     (750.0)   1,446.0
HORIZON PHARMA I    HPM TH          299.1     (229.2)      93.2
HORIZON PHARMA I    HPM GR          299.1     (229.2)      93.2
HORIZON PHARMA I    HZNP US         299.1     (229.2)      93.2
HOVNANIAN ENT-A     HO3 GR        1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-A     HOV US        1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-B     HOVVB US      1,838.8     (462.5)   1,122.1
HOVNANIAN-A-WI      HOV-W US      1,838.8     (462.5)   1,122.1
HUGHES TELEMATIC    HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP         ICY GR          666.8     (162.4)     474.2
INCYTE CORP         ICY TH          666.8     (162.4)     474.2
INCYTE CORP         INCY US         666.8     (162.4)     474.2
INFOR US INC        LWSN US       6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA    I4P GR          141.9     (153.7)    (148.2)
INTERCEPT PHARMA    ICPT US         141.9     (153.7)    (148.2)
INTERCEPT PHARMA    I4P TH          141.9     (153.7)    (148.2)
IPCS INC            IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU    JE US         1,642.6     (117.4)     221.0
JUST ENERGY GROU    1JE GR        1,642.6     (117.4)     221.0
JUST ENERGY GROU    JE CN         1,642.6     (117.4)     221.0
KINAXIS INC         KXS CN           44.6      (70.4)      (6.4)
L BRANDS INC        LTD TH        6,663.0     (609.0)   1,070.0
L BRANDS INC        LTD GR        6,663.0     (609.0)   1,070.0
L BRANDS INC        LB US         6,663.0     (609.0)   1,070.0
LEAP WIRELESS       LWI TH        4,662.9     (125.1)     346.9
LEAP WIRELESS       LEAP US       4,662.9     (125.1)     346.9
LEAP WIRELESS       LWI GR        4,662.9     (125.1)     346.9
LEE ENTERPRISES     LE7 GR          797.3     (155.6)       0.8
LEE ENTERPRISES     LEE US          797.3     (155.6)       0.8
LORILLARD INC       LO US         3,912.0   (2,161.0)     897.0
LORILLARD INC       LLV TH        3,912.0   (2,161.0)     897.0
LORILLARD INC       LLV GR        3,912.0   (2,161.0)     897.0
LUMENPULSE INC      LMP CN           29.4      (38.4)       3.5
LUMENPULSE INC      0L6 GR           29.4      (38.4)       3.5
MALIBU BOATS-A      MBUU US          57.2      (32.5)      (2.0)
MALIBU BOATS-A      M05 GR           57.2      (32.5)      (2.0)
MARRIOTT INTL-A     MAR US        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A     MAQ TH        6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A     MAQ GR        6,665.0   (1,625.0)  (1,031.0)
MDC PARTNERS-A      MDZ/A CN      1,570.3      (94.1)    (218.7)
MDC PARTNERS-A      MDCA US       1,570.3      (94.1)    (218.7)
MDC PARTNERS-A      MD7A GR       1,570.3      (94.1)    (218.7)
MERITOR INC         AID1 GR       2,531.0     (782.0)     298.0
MERITOR INC         MTOR US       2,531.0     (782.0)     298.0
MERRIMACK PHARMA    MACK US         165.0      (65.8)      81.9
MERRIMACK PHARMA    MP6 GR          165.0      (65.8)      81.9
MONEYGRAM INTERN    MGI US        4,761.4      (39.5)     115.9
MORGANS HOTEL GR    MHGC US         571.2     (178.5)       8.1
MORGANS HOTEL GR    M1U GR          571.2     (178.5)       8.1
MPG OFFICE TRUST    MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED    XWM GR          998.4     (179.2)      99.9
NATIONAL CINEMED    NCMI US         998.4     (179.2)      99.9
NAVISTAR INTL       IHR TH        7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL       NAV US        7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL       IHR GR        7,727.0   (4,072.0)   1,070.0
NEKTAR THERAPEUT    ITH GR          487.0       (9.8)     225.5
NEKTAR THERAPEUT    NKTR US         487.0       (9.8)     225.5
NEW ENG RLTY-LP     NEN US          180.1      (23.2)       -
NEXSTAR BROADC-A    NXZ GR        1,148.8       (8.4)     134.7
NEXSTAR BROADC-A    NXST US       1,148.8       (8.4)     134.7
NII HOLDING INC     NIHD* MM      8,189.7       (8.8)   1,078.9
NYMOX PHARMACEUT    NYMX US           1.0       (6.1)      (3.2)
OCI PARTNERS LP     OCIP US         460.3      (98.7)      79.8
OCI PARTNERS LP     OP0 GR          460.3      (98.7)      79.8
OMTHERA PHARMACE    OMTH US          18.3       (8.5)     (12.0)
OPOWER INC          38O TH           63.1       (6.3)     (11.9)
OPOWER INC          OPWR US          63.1       (6.3)     (11.9)
OPOWER INC          38O GR           63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD    OSGIQ US      3,658.3      (51.3)     480.8
PALM INC            PALM US       1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE    PAO EU          473.3      (78.7)     177.3
PHIBRO ANIMAL HE    PAHC LN         473.3      (78.7)     177.3
PHIBRO ANIMAL HE    PAO GR          473.3      (78.7)     177.3
PHIBRO ANIMAL-A     PB8 GR          473.3      (78.7)     177.3
PHIBRO ANIMAL-A     PAHC US         473.3      (78.7)     177.3
PHILIP MORRIS IN    PM FP        36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    4I1 GR       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1EUR EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    4I1 TH       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1 TE       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PMI SW       36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM1CHF EU    36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN    PM US        36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A    PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US          165.8      (54.4)     (16.9)
PLUG POWER INC      PLUG US          35.4      (15.5)      11.1
PLUG POWER INC      PLUN GR          35.4      (15.5)      11.1
PLUG POWER INC      PLUN TH          35.4      (15.5)      11.1
PLY GEM HOLDINGS    PG6 GR        1,033.7     (107.2)     199.4
PLY GEM HOLDINGS    PGEM US       1,033.7     (107.2)     199.4
PROTALEX INC        PRTX US           1.2       (8.6)       0.6
PROTECTION ONE      PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US         443.2      (51.2)     106.0
QUALITY DISTRIBU    QDZ GR          443.2      (51.2)     106.0
QUINTILES TRANSN    QTS GR        3,061.9     (559.5)     571.3
QUINTILES TRANSN    Q US          3,061.9     (559.5)     571.3
RADIUS HEALTH IN    1R8 GR           12.8      (24.5)     (22.7)
RADIUS HEALTH IN    RDUS US          12.8      (24.5)     (22.7)
RADNET INC          PQI GR          737.2       (9.3)      61.4
RADNET INC          RDNT US         737.2       (9.3)      61.4
REGAL ENTERTAI-A    RGC US        2,787.3     (751.2)     142.6
REGAL ENTERTAI-A    RETA GR       2,787.3     (751.2)     142.6
RENAISSANCE LEA     RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC        PRM US          208.0      (91.7)       3.6
RETROPHIN INC       RTRX US          94.0      (35.4)    (107.0)
RETROPHIN INC       17R GR           94.0      (35.4)    (107.0)
REVLON INC-A        RVL1 GR       2,105.1     (589.0)     248.9
REVLON INC-A        REV US        2,105.1     (589.0)     248.9
RITE AID CORP       RTA GR        6,944.9   (2,113.7)   1,777.7
RITE AID CORP       RAD US        6,944.9   (2,113.7)   1,777.7
RURAL/METRO CORP    RURL US         303.7      (92.1)      72.4
SABRE CORP          19S GR        4,750.4     (312.9)    (279.6)
SABRE CORP          19S TH        4,750.4     (312.9)    (279.6)
SABRE CORP          SABR US       4,750.4     (312.9)    (279.6)
SALLY BEAUTY HOL    S7V GR        2,106.0     (268.8)     715.8
SALLY BEAUTY HOL    SBH US        2,106.0     (268.8)     715.8
SEQUENOM INC        SQNM US         122.9      (58.6)      40.8
SILVER SPRING NE    9SI TH          524.4      (97.1)      97.5
SILVER SPRING NE    SSNI US         524.4      (97.1)      97.5
SILVER SPRING NE    9SI GR          524.4      (97.1)      97.5
SPORTSMAN'S WARE    06S GR          224.2     (121.1)      83.2
SPORTSMAN'S WARE    SPWH US         224.2     (121.1)      83.2
SUNEDISON INC       SUNE* MM      7,166.1     (236.5)     250.8
SUNEDISON INC       WFR GR        7,166.1     (236.5)     250.8
SUNEDISON INC       SUNE US       7,166.1     (236.5)     250.8
SUNEDISON INC       WFR TH        7,166.1     (236.5)     250.8
SUNGAME CORP        SGMZ US           0.9       (2.8)      (3.0)
SUPERVALU INC       SJ1 GR        4,374.0     (738.0)      52.0
SUPERVALU INC       SJ1 TH        4,374.0     (738.0)      52.0
SUPERVALU INC       SVU US        4,374.0     (738.0)      52.0
THRESHOLD PHARMA    NZW1 GR          94.7      (29.0)      50.3
THRESHOLD PHARMA    THLD US          94.7      (29.0)      50.3
TRANSDIGM GROUP     T7D GR        6,399.3     (125.6)     975.5
TRANSDIGM GROUP     TDG US        6,399.3     (125.6)     975.5
TRINET GROUP INC    TNETEUR EU    1,434.7     (270.4)      65.1
TRINET GROUP INC    TNET US       1,434.7     (270.4)      65.1
TRINET GROUP INC    TN3 TH        1,434.7     (270.4)      65.1
TRINET GROUP INC    TN3 GR        1,434.7     (270.4)      65.1
ULTRA PETROLEUM     UPM GR        2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM     UPL US        2,881.8     (227.7)    (374.8)
UNISYS CORP         UISEUR EU     2,399.2     (659.6)     421.4
UNISYS CORP         UIS1 SW       2,399.2     (659.6)     421.4
UNISYS CORP         UISCHF EU     2,399.2     (659.6)     421.4
UNISYS CORP         USY1 TH       2,399.2     (659.6)     421.4
UNISYS CORP         UIS US        2,399.2     (659.6)     421.4
UNISYS CORP         USY1 GR       2,399.2     (659.6)     421.4
VARONIS SYSTEMS     VRNS US          33.7       (1.5)       1.8
VARONIS SYSTEMS     VS2 GR           33.7       (1.5)       1.8
VECTOR GROUP LTD    VGR GR        1,459.2      (12.6)     422.5
VECTOR GROUP LTD    VGR US        1,459.2      (12.6)     422.5
VENOCO INC          VQ US           738.2     (130.8)     (13.4)
VERISIGN INC        VRS TH        2,609.3     (457.6)    (253.6)
VERISIGN INC        VRS GR        2,609.3     (457.6)    (253.6)
VERISIGN INC        VRSN US       2,609.3     (457.6)    (253.6)
VICTORY ELECTRON    ECIG US           2.6       (6.9)       0.1
VICTORY ELECTRON    0V2 GR            2.6       (6.9)       0.1
VIRGIN MOBILE-A     VM US           307.4     (244.2)    (138.3)
VISKASE COS I       VKSC US         346.7      (16.3)     106.1
WEIGHT WATCHERS     WW6 TH        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS     WW6 GR        1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS     WTW US        1,483.1   (1,452.8)     (31.0)
WEST CORP           WT2 GR        3,544.1     (709.4)     405.3
WEST CORP           WSTC US       3,544.1     (709.4)     405.3
WESTMORELAND COA    WME GR        1,407.1     (206.2)     (30.5)
WESTMORELAND COA    WLB US        1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG    XRM US          631.1      (11.8)     104.4
XERIUM TECHNOLOG    TXRN GR         631.1      (11.8)     104.4
YRC WORLDWIDE IN    YRCW US       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN    YEL1 TH       2,215.1     (363.1)     193.6
YRC WORLDWIDE IN    YEL1 GR       2,215.1     (363.1)     193.6



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***