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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 18, 2014, Vol. 18, No. 168

                            Headlines

1250 OCEANSIDE: Third Amended Joint Plan Confirmed
ACCESS MIDSTREAM: Moody's Places Ba1 CFR on Review for Upgrade
ACG CREDIT: Voluntary Chapter 11 Case Summary
ADELPHI ACADEMY: Voluntary Chapter 11 Case Summary
ADVANCED MICRO: Appoints Lisa Su as SVP and COO

ALLEGIANT TRAVEL: S&P Gives BB- CCR & Rates Unsecured Notes BB-
ALTEGRITY INC: Moody's Affirms 'Caa2' Corporate Family Rating
ALLEGIANT TRAVEL: Moody's Rates $300MM Sr. Unsecured Notes 'B1'
ALLY FINANCIAL: Copy of Presentation at Morgan Stanley Conference
ALION SCIENCE: Further Extends Tender Offer Expiration Date

ALTISOURCE PORTFOLIO: S&P Keeps B+ Rating After $200MM Debt Add-On
AMERINDO INVESTMENT: $55M Judgment Not Headed for Quick Appeal
APPLIED MINERALS: Amends Bylaws to Provide Forum Selection
ARMOR HOLDCO: Moody's Lowers Corp. Family Rating to 'Caa1'
ARMORWORKS ENTERPRISES: Wants to Sell Unused Equipment

ARMORWORKS ENTERPRISES: Wants July 14 Hearing on 4th Amended Plan
ASHLEY STEWART: Asks for 120-Day Extension of Plan Exclusivity
AUXILIUM PHARMACEUTICALS: Launches Generic Version of Testim
BERNARD L. MADOFF: Supreme Court Sets Conference on Ponzi Trustee
BIOFUEL ENERGY: Has Deal to Acquire JBGL for $275 Million

BIOFUEL ENERGY: David Einhorn Reports 35.5% Equity Stake
BRICKMAN GROUP: S&P Affirms 'B' CCR; Outlook Stable
BROWN MEDICAL: Trustee Gets Approval to Hire V&A as 401k Auditor
C W WOODS: Case Summary & 20 Largest Unsecured Creditors
CAPSTONE INFRASTRUCTURE: S&P Revises Outlook & Affirms 'BB+' CCR

COASTLINE INVESTMENTS: Defends Employment of CBRE Inc. as Broker
COLDWATER CREEK: Liquidating Trust to Be Formed Under Plan
COLDWATER CREEK: Bonnie Glantz Fatell Named as Consumer Ombudsman
COLDWATER CREEK: Gets Final Approval to Incur $75MM Financing
COLDWATER CREEK: Panel Balks at Perella Weinberg Compensation

COLOREP INC: Synergy Partners & M. Cohen Oppose Case Dismissal
CROZER-KEYSTONE: S&P Lowers Rating to 'BB'; Outlook Stable
CTI BIOPHARMA: Phase 2 Clinical Trial of Tosedostat Initiated
DELTATHREE INC: Amends Forbearance Agreement with ACN
DETROIT, MI: Pension Board Agrees to Urge "Yes" Vote on Plan

ELBIT IMAGING: Amends 204.4-Mil. Ordinary Shares Prospectus
EMANUEL COHEN: Has Interim OK to Hire Rappaport Osborne as Counsel
ENERGY FUTURE: Court Extends Schedules Filing Deadline to June 30
ENERGY FUTURE: Restructuring Support Agreement Hearing on July 18
ETHIAS SA: Belgian Insurer OK'd to Amend Restructuring Plan

EXIDE TECHNOLOGIES: Taps PricewaterhouseCoopers as Tax Advisor
EVERTEC GROUP: S&P Assigns 'BB-' Rating to $400MM Secured Notes
FISKER AUTOMOTIVE: Plan Confirmation Hearing on July 28
FITNESS INT'L: Moody's Assigns B2 CFR & Rates $2BB Bank Debt B1
FLEXTRONICS INT'L: S&P Affirms 'BB+' CCR & Revises Outlook to Pos.

FLUX POWER: Converts Esenjay Debt Into Common Shares
FOREST LABORATORIES: S&P Puts 'BB+' Rating on CreditWatch Positive
GENCO SHIPPING: Defends Plan As Equity Holders Keep Attacking
GENERAL MOTORS: Defect Recall Delay Probed by Connecticut, Florida
GENERAL MOTORS: CEO to Testify Before House Panel

GENEX HOLDINGS: Moody's Assigns 'B3' CFR Following Buyout
GLOBAL GEOPHYSICAL: Officers and Directors Look to Tap Insurance
GLOBAL PARTNERS: Moody's Rates $375MM Senior Unsecured Notes 'B2'
GLOBAL PARTNERS: S&P Assigns 'B+' CCR; Outlook Stable
GORDON PROPERTIES: Wants to Sell Restaurant Unit to MFR for $3MM

GSE ENVIRONMENTAL: Case Back on Track After Key Creditor Deal
HELLER EHRMAN: Ruling Challenges Claims by Failed Law Firms
HIGH MAINTENANCE: Delays Confirmation Hearing to July 30
HIGH MAINTENANCE: Wants 30 More Days of Plan Exclusivity
HILTON WORLDWIDE: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR

INTERMODAL EQUIPMENT: Voluntary Chapter 11 Case Summary
INTERNET BRANDS: Moody's Rates New $195MM 2nd Lien Debt 'Caa1'
ISTAR FINANCIAL: Issues $1.3 Billion of Senior Notes
JAMES RIVER: Up to $2.7 Million in Executive Bonuses Approved
JAMES RIVER: Bonus Plans Face U.S. Trustee Opposition

JAZZ ACQUISITION: Moody's Assigns 'B3' Corporate Family Rating
KANGADIS FOOD: Has Interim OK to Use Citibank Cash Collateral
KANGADIS FOOD: Employs SilvermanAcampora as Counsel
KANGADIS FOOD: Taps Hoffman & Baron as Special IP Counsel
LAKELAND INDUSTRIES: Reports Fiscal 2015 Q1 Financial Results

LATISYS CORP: Moody's Affirms 'B3' Corporate Family Rating
LAYNE CHRISTENSEN: Starts Another Strategic Review
LEVEL 3: S&P Puts 'B+' CCR on CreditWatch Positive
MEDIACOM LLC: Moody's Assigns B3 Rating on First Lien Term Loan
MEDIACOM LLC: S&P Assigns 'BB' Rating on $350MM Term Loan Due 2021

MEDIMEDIA USA: Moody's Affirms B3 CFR & Revises Outlook to Neg.
METRORIVERSIDE LLC: Section 341(a) Meeting Set on July 22
MUSCLEPHARM CORP: Amends Report on Licensing Agreement
MOUNTAIN PROVINCE: Increases Private Placement to C$45 Million
N-VIRO INTERNATIONAL: Unit to Lease Property From Bowling Green

NET ELEMENT: Director Quits for Personal Reasons
NEW CENTURY: SEC Probing Carrington's Mortgage Deal
NEWLEAD HOLDINGS: MGP Asks Add'l 7.3 Million Settlement Shares
NEWLEAD HOLDINGS: MGP Seeks 6.9-Mil. Add'l Settlement Shares
NNN 3500 MAPLE 26: BMC Approved as Tabulation & Disbursing Agent

NNN 3500 MAPLE 26: U.S. Bank Wants Excess Sale Proceeds Deposited
ONCURE HOLDINGS: Wants Until Sept. 8 to Remove Civil Actions
OPTIM ENERGY: Plan Exclusivity Extended to Oct. 10
PACIFIC THOMAS: Wants Hiring of California Capital Extended
PETTERS COMPANY: Minnesota College Settles Clawback

PHILADELPHIA ENTERTAINMENT: DLA Piper Should Be Ousted From Ch.11
PREMIER LEASING: Moody's Assigns B3 CFR & Rates $135MM Debt Caa2
PSL-NORTH AMERICA: Files for Ch. 11 to Sell to Jindal for $100MM
PSL-NORTH AMERICA: Proposes Epiq as Claims and Noticing Agent
PSL-NORTH AMERICA: Proposes $11.5-Mil. DIP Facility from ICICI

PULSE ELECTRONICS: Stockholders Elected 7 Directors
RADIOSHACK CORP: S&P Lowers CCR to 'CCC' on Poor Operating Trends
REFCO INC: Suit Over $8M Stake In Cantor Unit Gets Trimmed
RICEBRAN TECHNOLOGIES: Deregisters 135,628 Common Shares
RIVERWALK JACKSONVILLE: Hires Driver McAfee as Special Counsel

S.B. RESTAURANT: Files for Chapter 11 for Quick Sale
S.B. RESTAURANT: Case Summary & 30 Largest Unsecured Creditors
SAN JOSE REPERTORY: Files for Chapter 7 Liquidation
SANCHEZ ENERGY: S&P Retains 'B-' Rating Following Add-On
SEARS HOLDINGS: Deregisters 93,026 Shares Under Savings Plan

SMOKY MOUNTAIN: Chapter 11 Case Voluntarily Dismissed
SPANISH BROADCASTING: Stockholders Elected 8 Directors
STANFORD GROUP: Supreme Court Sets Conference on Ponzi Trustee
STARR PASS: Section 341(a) Meeting Scheduled for July 24
SURGERY CENTER: Moody's Affirms B3 CFR & Revises Outlook to Neg.

SURGERY CENTER: S&P Puts 'B' CCR on CreditWatch Negative
SYCAMORE PARTNERS: Express Deal No Impact on Moody's 'Ba3' Rating
TAN M TANG PC: Voluntary Chapter 11 Case Summary
TELKONET INC: 5 Directors Elected at Annual Meeting
THINGS REMEMBERED: Moody's Cuts CFR to B3 & Secured Debt to B2

THOMPSON CREEK: Extends Expiration of Tender Offer to June 24
TOYS R US: Bank Debt Trades at 14% Off
TRANS ENERGY: Incurs $1.5 Million Net Loss in First Quarter
TRANSGENOMIC INC: To Issue 833,333 Shares Under 2006 Equity Plan
TRIBUNE PUBLISHING: Moody's Assigns 'B1' Corporate Family Rating

TRIBUNE PUBLISHING: S&P Assigns 'B+' CCR; Outlook Stable
TW TELECOM: S&P Puts 'BB' CCR on CreditWatch Negative
VANTIV LLC: Moody's Lowers Corporate Family Rating to 'Ba3'
WAVE HOLDCO: Moody's Assigns Caa1 Rating to $150MM Senior Notes
WEST AIRPORT PALMS: Hires Integra Realty as Valuation Expert

WEST AIRPORT PALMS: Wants GlassRatner as Interest Rate Expert
WILLIAMS COS: S&P Lowers CCR to 'BB+'; Outlook Stable
WORLD SURVEILLANCE: New Chairman Issues Letter to Shareholders
XZERES CORP: Hofflich & Associates Reports 12% Equity Stake
XZERES CORP: Robert Garff Holds 5.9% Equity Stake at May 31

XZERES CORP: Max Value Reports 12% Equity Stake
YMCA OF MILWAUKEE: Can Use Cash Collateral Until June 27
YMCA OF MILWAUKEE: Seeks to Assume Membership Agreements
YMCA OF MILWAUKEE: Employs Leverson & Metz as Counsel
YMCA OF MILWAUKEE: Hires Fox O'Neill as Special Counsel

ZUERCHER TRUST: Ch.11 Trustee Hires Miller Kaplan as Tax Advisors

* Appeal on Consummated Plan Isn't Moot, Circuit Rules
* High Court Says Inherited IRAs Fair Game During Bankruptcy
* Pittsburgh Lawyer Ducks Judge Who Called Him ?Sociopath'
* Stay Violation Doesn't Require Reconveying Property, Judge Says

* Argentina Defiant Against Supreme Court on Bond Payments

* FBOP Can't Grab $265M Bank Tax Refunds, FDIC Says


                             *********

1250 OCEANSIDE: Third Amended Joint Plan Confirmed
--------------------------------------------------
U.S. Bankruptcy Judge Robert J. Faris has confirmed the Third
Amended Joint Plan of Reorganization filed by 1250 Oceanside
Partners and its affiliates dated Nov. 22, 2013.

The order is subject to these plan amendments:

   a. Sections 1.104 and 5.9 of the Plan are amended to increase
      the UCF from $750,000 to $1,550,000.

   b. Sections 3.9.2(B), (C), and (D) are deleted, as moot.

   c. Sections 5.9 and 8.2 are amended to permit any Class 9, 10,
      or 11 creditor to object to the claim of any other 9, 10, or
      11 creditor, provided that any such objection is filed
      within 60 days of the Effective Date.

                        Third Amended Plan

As reported in the Troubled Company Reporter on Dec. 16, 2013, the
Third Amended Plan was filed in light of a lawsuit filed by
William Batiste in October 2013

On Oct. 10, 2013, William Batiste and certain other lot owners
commenced an adversary proceeding entitled William Batiste, et
al., vs. Sun Kona Finance I, LLC, Adv. Proc. No. 13-90068, in the
Bankruptcy Court.  The suit alleges that Bank of Scotland, SKFI
(which acquired the Bank of Scotland loan), and other entities
engaged in negligent and willful and wrongful acts that caused
harm to lot owners.  SKFI does not believe that the claims
asserted against SKFI have any merit and intend to vigorously
oppose the claims in the lawsuit.

To prevent a delay in confirmation due to the litigation, the plan
proponents say the Third Amended Plan provides for the appropriate
treatment of the Class 9 Allowed Oceanside General Unsecured
Claims in the event that the Court in the future enters a judgment
determining that the SKFI claim should be subordinated in whole or
in part (Count I of the Batiste Action), or that the SKFI claim
should be reclassified as equity in whole or in part (Count II of
the Batiste Action).  The plan proponents intend to request that
the issues raised by Count III (which seeks to disallow SKFI's
claims due to SKFI's failure to adequately support its claims and
on other grounds) be resolved by the Court as part of the
confirmation process, without prejudice to the Court's resolution
of Counts I and II at a later date.

The amendments, according to the plan proponents, should allow the
confirmation of the Plan in a timely manner, the payment of other
allowed claims, and the continued development of the Hokuli'a
Project in the best interest of all parties.

The Plan provides that the additional capital necessary to emerge
from Chapter 11 will be provided by the exit loan from SKFI which
will provide the Debtors with a line of credit of up to
$65,000,000.  Based on the Debtors' projections, the exit loan
will allow the Debtor to pay its outstanding administrative claims
and cure claims upon emergence, pay all other restructured debts
as they become due, and will provide adequate working capital for
the Debtors going forward.  Because resolution of the Batiste
Action may impact the treatment of Class 9 claims, it is
anticipated that no distributions will be made on Class 9 Claims
until the Batiste Action is resolved.

A copy of the Disclosure Statement dated Nov. 22, 2013, is
available for free at:

   http://bankrupt.com/misc/1250_Sun_Kona_DS_112213.pdf

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.

The Honolulu Star-Advertiser reports that U.S. Bankruptcy Judge
Robert Faris on May 12 confirmed the bankruptcy-exit plan by 1250
Oceanside Partners and two affiliates.

1250 Oceanside Partners on May 12, 2014 won court approval of a
reorganization plan that would turn over ownership to its secured
lender.  Sun Kona would provide a $65 million exit facility to
help make payments under the plan and to fund the reorganized
company when it leaves court protection.


ACCESS MIDSTREAM: Moody's Places Ba1 CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service affirmed The Williams Companies, Inc.'s
(Williams) Baa3 senior unsecured ratings, Williams Partners, LP's
(WPZ) Baa2 senior unsecured ratings and the Baa1 ratings of WPZ's
wholly owned pipeline subsidiaries, Northwest Pipeline (Northwest)
and Transcontinental Gas Pipeline Company (Transco). Moody's
placed on review for upgrade Access Midstream Partners, L.P.'s
(ACMP) Ba1 Corporate Family Rating (CFR) and Ba2 senior notes
ratings. The rating outlook for Williams, WPZ and its pipeline
subsidiaries remains stable.

These rating actions follow Williams' announcement that it has
agreed to purchase the remaining 50% interest in ACMP's general
partner (GP) and 55.1 million limited partner (LP) units in ACMP
from Global Infrastructure Partners (GIP, unrated) for $5.995
billion. The company has also proposed a merger of WPZ and ACMP to
be completed later in 2014.

"Williams' Baa3 ratings were affirmed because Moody's expect the
company's consolidated and parent company only financial leverage
to decline from presently high levels over the remainder of 2014
and 2015 through earnings growth from capital projects coming
online," said Pete Speer, Moody's Senior Vice-President. "The
sound strategic fit of the acquisition also supported Williams
Baa3 ratings."

"The merger of Williams Partners and Access Midstream supports
WPZ's Baa2 ratings by improving its business risk profile and
distribution coverage and lowering its currently high financial
leverage," continued Speer. "Access Midstream's creditors benefit
from the combined partnership's increased scale and broader
business line and customer diversification."

Ratings Rationale

Williams' Baa3 senior unsecured rating is supported by its control
of WPZ and ACMP and access to most of the cash flows generated by
those partnerships' high quality pipeline and midstream assets.
Williams initial pro forma consolidated debt/EBITDA following the
acquisition from GIP would be about 6x, and parent only
debt/EBITDA would approach 2.5x, both well above levels consistent
with the company's Baa3 ratings. However, Moody's expects leverage
to trend down over the remainder of 2014 and 2015 to less than 5x
and 2x, respectively, as the many growth projects in progress at
WPZ and ACMP are completed and drive earnings growth.

Williams plans to fund the acquisition of GIP's ownership
interests in ACMP approximately half with equity and the remainder
with a combination of long-term debt, revolver borrowings and cash
on hand. This transaction increases Williams' financial leverage,
despite the substantial equity funding, because of the very high
multiple being paid relative to incremental distributions and
EBITDA. Following the transaction, Williams will fully control
ACMP through 100% ownership of the GP, and it will own about 50%
of ACMP's LP interests. This is beneficial to Williams' overall
consolidated business risk profile because of ACMP's fee-based
revenues and significant contractual mitigation of volume risk.

ACMP has gathering assets and processing facilities that are
complimentary to WPZ's assets in the rapidly growing Marcellus and
Utica shale while also providing exposure to other basins. The
partnership has visible growth projects, strong operational
execution and declining financial leverage. Williams existing
knowledge of ACMP reduces some of the inherent performance risk of
this acquisition and the strategic asset alignment counterbalances
some of the near term concerns regarding Williams' financial
leverage and the acquisition's valuation.

WPZ's Baa2 senior unsecured rating reflects its large asset base
and the stability of its regulated interstate pipeline operations,
tempered by the significant amount of commodity price and volume
risk in its midstream operations. The proposed merger of WPZ with
ACMP, if completed, would result in a larger entity with a lower
business risk profile. ACMP's customer concentration risk with
Chesapeake Energy (Ba1 stable) is significantly diluted given its
combination with WPZ's larger and more diversified customer base.
The proposed merger also significantly improves WPZ's leverage
metrics and distribution coverage, which are presently weak for
its Baa2 ratings. The simplification of the organizational
structure and enhanced operational synergies between WPZ and ACMP
are credit positive to the overall consolidated credit profile of
Williams, but those benefits accrue directly to the merged
WPZ/ACMP. Substantially all of the incremental debt from the two
transactions will be issued by Williams, limiting the leveraging
effect of the transactions to the parent company.

The closing of the acquisition of GIP's ownership interests in
ACMP is subject only to the receipt of regulatory approvals under
provisions of the Hart-Scott-Rodino Act. It is not contingent on
the proposed merger of WPZ and ACMP. The proposed terms of the
merger between WPZ and ACMP will be subject to negotiation, review
and approval by conflicts committees of each partnership's board
of directors. Williams also expects the proposed merger to be
subject to approval by WPZ's unitholders.

The merger of WPZ and ACMP has been proposed by Williams as an
exchange of new ACMP LP units for all outstanding WPZ LP units
with a small cash component to WPZ unitholders. The outstanding
debt of WPZ is expected to be assumed by ACMP, resulting in the
combined entity's debt being pari passu. Moody's ratings review
for ACMP will focus on the final terms of the transaction and
outlook for the combined entities financial performance. The
review for upgrade of ACMP's ratings and the affirmation of WPZ's
Baa2 ratings reflects Moody's view that the combined entity is
likely to be rated Baa2 following the merger based on the proposed
terms.

The stable outlook for Williams presumes successful execution of
its long term funding plans for the acquisition of ACMP. The
stable outlook for Williams and also WPZ is based on Moody's
expectation that both entities consolidated financial leverage
metrics will decline over the remainder of 2014 and 2015 as new
growth projects commence operations and increase cash flows. This
should also drive improving parent company only leverage at
Williams. If the execution on growth projects does not meet
expectations then the ratings could be pressured. Debt/EBITDA at
WPZ sustained above 4.5x could result in a ratings downgrade. If
Williams' consolidated debt/EBITDA and parent company only
debt/EBITDA does not decline as expected to under 5x and 2x,
respectively, then its ratings could be downgraded.

Rating Actions:

On Review for Possible Upgrade:

Issuer: Access Midstream Partners, L.P.

Probability of Default Rating, Placed on Review for Upgrade,
currently Ba1-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
Ba1

Subordinate Shelf, Placed on Review for Upgrade, currently
(P)Ba3

Senior Unsecured Shelf, Placed on Review for Upgrade, currently
(P)Ba2

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba2

Affirmations:

Issuer: Access Midstream Partners, L.P.

Speculative Grade Liquidity Rating, Affirmed SGL-2

Issuer: Northwest Pipeline GP

Senior Unsecured Regular Bond/Debenture, Affirmed Baa1

Senior Unsecured Shelf, Affirmed (P)Baa1

Issuer: Transcontinental Gas Pipeline Company, LLC

Senior Unsecured Regular Bond/Debenture, Affirmed Baa1

Senior Unsecured Shelf, Affirmed (P)Baa1

Issuer: Williams Companies, Inc. (The)

Preferred Shelf, Affirmed (P)Ba2

Subordinate Shelf, Affirmed (P)Ba1

Senior Unsecured Shelf, Affirmed (P)Baa3

Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Issuer: Williams Partners LP

Senior Unsecured Shelf, Affirmed (P)Baa2

Senior Unsecured Commercial Paper, Affirmed P-2

Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Outlook Actions:

Issuer: Access Midstream Partners, L.P.

Outlook, Changed To Rating Under Review From Positive

Issuer: Northwest Pipeline

Outlook, Remains Stable

Issuer: Transcontinental Gas Pipeline Company

Outlook, Remains Stable

Issuer: Williams Companies, Inc. (The)

Outlook, Remains Stable

Issuer: Williams Partners LP

Outlook, Remains Stable

The principal methodology used in rating Access Midstream
Partners, L.P., Williams Companies, Inc. (The), and Williams
Partners LP was Global Midstream Energy published in December
2010. The principal methodology used in rating Northwest Pipeline
GP and Transcontinental Gas Pipeline Company, LLC was Natural Gas
Pipelines published in November 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.

Williams Companies, Inc. is headquartered in Tulsa, Oklahoma and
through its subsidiaries is primarily engaged in the gathering,
processing and interstate transportation of natural gas. Williams
owns the GP interest and a substantial portion of the LP interests
in Williams Partners, LP, a publicly traded midstream energy
master limited partnership (MLP). Access Midstream Partners, L.P.
is a publicly traded midstream energy MLP that is headquartered in
Oklahoma City, Oklahoma.


ACG CREDIT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: ACG Credit Company II, LLC
        850 Third Avenue
        New York, NY 10022

Case No.: 14-11500

Chapter 11 Petition Date: June 17, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Michael G. Busenkell, Esq.
                  GELLERT SCALI BUSENKELL & BROWN, LLC
                  913 N. Market St., 10th Floor
                  Wilmington, DE 19801
                  Tel: 302.425.5812
                  Fax: 302.425.5814
                  Email: mbusenkell@gsbblaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ian Peck, director

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


ADELPHI ACADEMY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Adelphi Academy
          d/b/a Adelphi Academy of Brooklyn
        8515 Ridge Boulevard
        Brooklyn, NY 11209

Case No.: 14-43065

Type of Business: The Debtor operates a not-for-profit, 501(c)
                  (3), private and independent school in
                  Bay Ridge, Brooklyn.

Chapter 11 Petition Date: June 16, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Mitchell A. Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE &
                    GLUCK P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Michael J. Lu, chairman, Board of
Directors.

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


ADVANCED MICRO: Appoints Lisa Su as SVP and COO
-----------------------------------------------
AMD announced the latest step in the Company's multi-year
strategic transformation to deliver consistent growth and
profitability by combining the Company's previously separate
business units, global operations and sales organizations to
create a singular, market-focused organization responsible for all
aspects of product strategy, product execution, sales and
operations.  The new structure will be implemented on July 1 and
will be led by Dr. Lisa Su (44) in her new role as AMD's chief
operating officer (COO), reporting to AMD President and Chief
Executive Officer Rory Read (52).

As a part of the re-alignment, AMD also announced it will
consolidate its business units into two expanded business groups
designed to deliver unmatched customer value in both traditional
PC markets and adjacent high-growth markets:

   * The Computing and Graphics Business Group will combine AMD's
     client, consumer graphics and professional graphics
     businesses, as well as their related product engineering and
     sales functions.  AMD Chief Sales Officer John Byrne (43) has
     been appointed senior vice president and general manager
     responsible for leading the Computing and Graphics Business
     Group, reporting to Dr. Su.

   * The Enterprise, Embedded and Semi-Custom Business Group will
     combine AMD's server, embedded, dense server and semi-custom
     businesses, as well as their related product engineering and
     sales functions. Dr. Su will be the acting lead.

"During the past two years, we have been successfully executing
our three-step strategy to reset, accelerate and ultimately
transform AMD," said Read.  "Today's announcement represents the
next step in our long-term strategic plan to help ensure AMD's
operating structure and culture are better aligned to drive
consistent growth and profitability by leveraging our leadership
IP to create differentiated products that help our customers win
across a diversified set of high-growth markets.

"Lisa has been a driving force in AMD's recent success, and as COO
she will expand on this foundation and lead a broader organization
designed to more quickly adapt to industry shifts, streamline
execution and decision making, and create even greater value for
our customers.  John's years of PC industry experience and
successful track record of strengthening AMD's customer
relationships make him ideally suited to take on additional
responsibility and lead one of our new business groups."

Dr. Su joined AMD in 2012 as senior vice president and general
manager, Global Business Units, responsible for the company's
product strategy, product definition and business plans.  She
joined AMD from Freescale, where she held multiple positions
including chief technology officer and senior vice present and
general manager, Networking and Multimedia.  Prior to Freescale,
Dr. Su spent 13 years with IBM in various engineering and business
leadership positions.

During Byrne's seven years at AMD he has held several senior
management roles, including responsibility for global sales teams,
leading the consolidation of the company's computing and graphics
processor worldwide channel sales teams and strengthening
relationships with the company's largest global customers.  He has
more than 25 years of experience in the technology industry,
including founding two successful technology sales and marketing
businesses.

On June 9, 2014, the Compensation Committee of the Board of
Directors of the Company approved base salary increases for Mr.
Devinder Kumar, the Company's senior vice president and chief
financial officer, Mr. John Byrne, and Dr. Lisa T. Su. Messrs.
Kumar and Byrne and Dr. Su are each a named executive officer.
These base salary increases will be effective July 1, 2014.  The
current base salaries of Messrs. Kumar and Byrne and Dr. Su, and
the base salaries to be received by Messrs. Kumar and Byrne and
Dr. Su beginning July 1, 2014, are:

                               Current        Base Salary
      Name                   Base Salary     as of July 1
      --------------         -----------     ------------
      Devinder Kumar          $500,000         $530,000
      John Byrne              $455,000         $550,000
      Lisa T. Su              $575,000         $650,000

                   About Advanced Micro Devices

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

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.  The Company's balance sheet at
Dec. 28, 2013, showed $4.33 billion in total assets, $3.79 billion
in total liabilities and $544 million in total stockholders'
equity.

                          *     *     *

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

As reported by the TCR on June 5, 2014, Fitch Ratings has upgraded
the long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'.  The upgrade
primarily reflects AMD's improved financial flexibility from
recent refinancing activity, which extends meaningful debt
maturities until 2019.

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


ALLEGIANT TRAVEL: S&P Gives BB- CCR & Rates Unsecured Notes BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Las Vegas, Nevada-based Allegiant Travel Co.  S&P
also assigned its 'BB-' issue-level and '4' rating recovery rating
to Allegiant's senior unsecured notes.  The '4' recovery rating
indicates S&P's expectation that lenders would receive average
recovery (30%-50%) in the event of a payment default.

S&P's corporate credit rating on Allegiant reflects the company's
relatively small market share within the U.S. airline industry,
with a focus on carrying leisure travelers from midsize cities to
vacation destinations; the airline industry's high risk and
cyclical nature; and the company's low operating cost structure.
The rating also incorporates the company's financial profile,
which, even with an increase in debt to acquire aircraft, will
remain among the better of the rated U.S. airlines.  Pro forma for
the notes' issuance, S&P expects funds from operations (FFO) to
debt to decline to the mid-20% area from 47% in 2013 and debt to
EBITDA to increase to the mid-2x area from 1.5x in 2013.

Allegiant is a low-cost, low-fare airline that serves primarily
leisure travelers to vacation destinations from small and midsize
cities.  As of June 1, 2014, the company served 231 routes between
85 small cities and 13 leisure destinations, including Las Vegas
and Phoenix as well as destinations in Florida, California, and
Hawaii.

Allegiant's margins benefit from its low-cost structure as well as
from a higher level of ancillary revenues than other rated U.S.
airlines (about 33% of revenues in 2013).  These revenues are
related to fees charged for checked bags, assigned seats, on-board
sales, etc.  The company's operating cost per available seat mile
of about 10 cents is among the lowest in the industry, which
average more than 13 cents.  The company's low costs result from
its use of less-expensive older aircraft, its relatively low labor
costs, and its high seat density.  Some employee groups have voted
recently to join unions, which could raise labor costs over time,
but it will probably take several years to reach initial
contracts, based on precedent cases for U.S. airlines.  In 2013,
the company began to acquire more fuel efficient Airbus A319 and
A320 aircraft from other airlines (the planes are about 10 years
old), which added a third type of aircraft to its fleet (older
McDonnell Douglas MD-80 and Boeing B757 aircraft).

"The stable outlook is based on our expectation that Allegiant's
financial risk profile will remain relatively consistent through
2015, though greater-than-expected shareholder rewards could
increase leverage above our expectations," said Standard & Poor's
credit analyst Betsy Snyder.

S&P could lower the rating if the company's earnings and cash flow
are weaker than it expects due to higher-than-expected fuel prices
or weak demand and pricing, or if there are greater-than-expected
shareholder rewards, resulting in FFO to debt declining to below
20% on a sustained basis.

S&P believes an upgrade is unlikely over the next year, based on
the company's limited market position and narrow business model,
which it don't expect to change significantly.  Still, over the
longer term, S&P could raise the rating if it reassess Allegiant's
business risk profile as "fair," and the company is able to
maintain FFO to debt of at least 25%.


ALTEGRITY INC: Moody's Affirms 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Altegrity, Inc.'s Caa2
corporate family rating (CFR) and revised its probability of
default rating (PDR) to Caa2-PD, from Ca-PD. Moody's assigned a B3
rating to the company's proposed senior secured credit facilities
and senior secured notes being offered in connection with the
company's recapitalization plan. Moody's also assigned a Caa3
rating to the new senior second lien notes, and a Ca rating to the
new senior third lien notes being issued as part of the company's
debt exchange offer. The rating for the existing senior unsecured
stub notes that did not participate in the debt exchange offer was
downgraded to Ca.

Ratings Rationale

Moody's affirmed Altegrity's Caa2 CFR consistent with its
previously indicated assessment of Altegrity's recapitalization
plan and debt exchange offer. The affirmation reflects Altegrity's
improved operational flexibility over the intermediate term to
execute its turnaround plan. Approximately 92% of the aggregate
principal amount of the existing notes were validly tendered and
the debt maturities of the exchanged notes was extended to 2019 or
later. However, Altegrity's total outstanding debt and annual cash
interest payments will increase modestly after the completion of
the recapitalization.

The Caa2 CFR reflects Altegrity's unsustainable leverage and
execution risk in management's plan to turn around revenues and
EBTIDA amid challenges in the company's Kroll and USIS business
segments. Altegrity's total debt to EBITDA is essentially
unchanged at about 9.0x. In addition, Moody's views Altegrity's
liquidity as "weak" given the likelihood of negative free cash
flow over the next 12 to 18 months and approximately $28 million
of scheduled debt maturities through December 2015. Although
Moody's expects Altegrity's cash generation, excluding expenses
and fees related to recapitalization, to improve from cost savings
and improving revenue trends in the Kroll and USIS business
segments, it is unlikely that leverage will decline to sustainable
levels without debt reduction or equity infusion.

Altegrity's credit profile is supported by its leading brands in
the investigative, compliance and response services (Kroll
Advisory Solutions), large scale e-discovery solutions (Kroll
Ontrack) and pre-employment screening services (HireRight). The
company is also a leading supplier of background investigation
services to the U.S. government and its agencies.

The stable ratings outlook reflects Altegrity's adequate cash
balances and Moody's expectations of moderating year-over-year
declines in EBITDA. In addition, the extension of debt maturities
will allow management to focus on generating revenue growth.

Moody's could downgrade Altegrity's corporate family rating if
liquidity deteriorates or earnings declines do not moderate.
Conversely, the ratings could be raised if the company's liquidity
strengthens and improving earnings lead to a meaningful
improvement in credit metrics.

Moody's has taken the following ratings actions:

Issuer -- Altegrity, Inc.

Affirmations:

Corporate Family Rating - Caa2

Existing 11.75% senior sub notes due May 2016 -- Ca (LGD6, 94%,
revised from LGD4, 65%)

Assignments:

New 1st lien revolving credit facility -- B3 (LGD2, 27%)

New 1st lien term loan facility -- B3 (LGD2, 27%)

New 1st lien senior secured notes -- B3 (LGD2, 27%)

New 2nd lien notes -- Caa3 (LGD5, 77%)

New 3rd lien notes -- Ca (LGD5, 89%)

Downgrades:

Existing 10.5% senior unsecured notes due November 2015 -- Ca
(LGD6, 94%), from Caa3 (LGD3, 35%)

Existing 12% senior unsecured notes due November 2015 -- Ca
(LGD6, 94%), from Caa3 (LGD3, 35%)

The following ratings will be withdrawn:

$75 million senior secured revolver due November 2014 -- B3
(LGD2, 27%)

$1,023 million (outstanding) senior secured term loans due
February 2015 -- B3 (LGD2, 27%)

Ratings revised:

Probability of Default Rating -- Caa2-PD, from Ca-PD

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.

Altegrity provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and
software for data management; and investigative, analytic,
consulting, due diligence, and security services. Altegrity is
principally owned by investment funds affiliated with Providence
Equity Partners. Annual revenues are approximately $1.4 billion.


ALLEGIANT TRAVEL: Moody's Rates $300MM Sr. Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family and
Ba3-PD Probability of Default ratings assigned to Allegiant Travel
Company ("Allegiant"). Moody's also assigned a B1 rating (77-LGD5)
to the company's planned new $300 million of senior unsecured
notes due 2019 and affirmed the SGL-2 Speculative Grade Liquidity
rating. The outlook is stable. Moody's withdrew the Ba3 rating on
the $125 million term loan facility as that facility has been
repaid.

The company plans to use the proceeds of the new notes for general
corporate purposes. This will include funding purchases of Airbus
narrow-body aircraft and, Moody's believe, share repurchases or
dividends.

Ratings Rationale

The Ba3 Corporate Family rating anticipates that Allegiant will
sustain the profitability of its differentiated scheduled airline
model as it grows its network and diversifies its fleet with
Airbus narrow-body aircraft. Allegiant has an established business
model of providing mainline aircraft service between small cities
and certain leisure destinations with limited direct competition.
This provides the foundation for Allegiant to achieve relatively
favorable profit margins for an airline and historically, positive
free cash flow generation. Credit metrics at levels typically
found at investment grade-rated issuers and good liquidity provide
a large cushion for absorbing any potential adverse effects should
financial and or operating risks associated with the company's
growth strategy materialize. The Ba3 rating also considers that
Allegiant will continue to return cash to shareholders via
repurchases and special dividends, but not in exchange for a
weaker liquidity profile such as unrestricted cash falling below
$200 million. However, the rating also considers Moody's
expectation that the company will temper returns to shareholders
in periods when free cash flow is negative because of purchases of
a significant number of Airbus narrow-bodies.

The combination of the new $300 million of unsecured notes and
almost $200 million of incremental amortizing term loans secured
by the majority of the company's owned assets will significantly
increase funded debt. However, Moody's expect credit metrics to
remain aligned with levels found at lower investment grade-rated
companies.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity. Moody's expects unrestricted cash to remain above $300
million and negative free cash flow in 2014 followed by modest
positive free cash flow in 2015 because of the timing of the
planned acquisitions of 22 Airbus narrow-body aircraft during the
next 18 months. Twelve of the acquired aircraft come with attached
operating leases, the payments thereon which will contribute
meaningfully to EBITDA and operating cash flow, helping to offset
upwards pressure on Debt to EBITDA.

The stable outlook reflects our belief that the resiliency of the
company's business model will allow it to maintain its credit
profile as it grows the fleet with Airbus narrow-body aircraft.
The ratings could be upgraded if Allegiant sustains its current
credit metrics and liquidity profiles while executing its current
fleet plan. Sustaining Funds from operations + Interest to
Interest above 7.0 times, Debt to EBITDA below 2.0 times and
operating margin above 15% while adding the Airbus narrowbodies to
the fleet would demonstrate support for a higher rating. The
ratings could be downgraded if execution of the company's growth
plan and or the operation of the Airbus aircraft on traditional
routes lead to meaningfully weaker credit metrics, such as Funds
from Operations + Interest to Interest of below 4.5 times or Debt
to EBITDA of above 3.0 times. Larger returns to shareholders that
are debt-funded and help sustain Debt to EBITDA above 3.0 times or
cause unrestricted cash to be sustained below $200 million for
more than one quarter could also pressure the ratings.

The principal methodology used in this rating was the Global
Passenger Airlines 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.

Allegiant Travel Company, headquartered in Las Vegas, Nevada,
operates a low-cost passenger airline marketed to leisure
travelers in small cities, selling air travel, hotel rooms, rental
cars and other travel related services on a stand-alone or bundled
basis.

Allegiant Travel Company

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned B1, 77-LGD5

Outlook Actions:

Outlook, Remains Stable

Affirmations:

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba3

Withdrawals:

Senior Secured Bank Credit Facility Mar 10, 2017, Withdrawn,
previously rated Ba3, 48-LGD3


ALLY FINANCIAL: Copy of Presentation at Morgan Stanley Conference
-----------------------------------------------------------------
Ally Financial Inc. Chief Executive Officer Michael A. Carpenter
presented at the Morgan Stanley Financials Conference in New York
City on Wednesday, June 11, 2014, at 1:50 p.m. ET.  The
presentation is available for free at http://is.gd/32z7Vi

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

As of March 31, 2014, the Company had $148.45 billion in total
assets, $133.99 billion in total liabilities and $14.45 billion in
total equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on Dec. 23, 2013, Moody's Investors Service
upgraded the corporate family rating (CFR) of Ally Financial Inc.
to Ba3 from B1.  The upgrade of Ally's corporate family rating
follows the U.S. Bankruptcy Court's approval of ResCap LLC's
(unrated) Chapter 11 plan, which releases Ally from mortgage-
related creditor claims originating from its ownership of ResCap.


ALION SCIENCE: Further Extends Tender Offer Expiration Date
-----------------------------------------------------------
Alion Science and Technology Corporation updated the results of
its previously announced exchange offer, consent solicitation and
unit offering relating to its 10.25% Senior Notes due 2015.  The
transactions are part of the previously announced transaction in
which the Company is seeking to refinance its existing
indebtedness.

As of 5:00 p.m. on June 11, 2014, according to Global Bondholder
Services Corporation, the Information and Exchange Agent,
approximately $212,676,000, or 90.50%, of the aggregate principal
amount of outstanding Unsecured Notes had been validly tendered
for exchange and not withdrawn in the exchange offer and consent
solicitation.

The Company has extended the Early Tender Date to 5:00 p.m., New
York City time, on June 17, 2014.  The Company has also extended
the Expiration Date of the exchange offer and consent solicitation
from 9:00 a.m., New York City time, on June 18, 2014, to 9:00
a.m., New York City time, on June 25, 2014.

The Company has extended the expiration date of the unit offering
to 5:00 p.m., New York City time, on June 17, 2014.  As of
June 11, 2014, at 5:00 p.m., according to Global Bondholder
Services Corporation, holders of Unsecured Notes have elected to
purchase approximately 89 units in the unit offering for an
aggregate purchase price of approximately $53,400.  The election
to purchase units in the unit offering cannot be revoked, except
as required by law.

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the exchange offer that are validly tendered (and not
validly withdrawn) at or prior to 5:00 p.m., New York City time,
on June 17, 2014, holders will receive an additional $15.00 in
cash.  Holders who tender after 5:00 p.m., New York City time, on
June 17, 2014, but prior to the Expiration Date, will not be
entitled to receive the Early Tender Payment.

As of 5:00 p.m. on May 28, 2014, holders may no longer withdraw
tendered Unsecured Notes, except as required by law.  Further,
since the second supplemental indenture has been entered into,
holders may not revoke the related consents, except as required by
law.

The offer is being made only by means of a prospectus, as
supplemented.  Copies of the prospectus, as supplemented, and the
transmittal materials may be obtained free of charge, by
contacting the Information and Exchange Agent at the following
address:

   Global Bondholder Services
   By Facsimile (for eligible institutions only): (212) 430-
   3775/3779
   Confirmation: (212) 430-3774
   By Phone:  866-470-3900 (toll free)
   By Mail, Overnight Courier Hand Delivery:
   65 Broadway, Suite 404
   New York, New York 10006
   Attn: Corporate Actions

Goldman, Sachs & Co. has been retained to act as the dealer
manager and solicitation agent in connection with the exchange
offer and consent solicitation.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

As of March 31, 2014, the Company had $610.99 million in total
assets, $816.34 million in total liabilities, $61.03 million in
redeemable common stock, $20.78 million in common stock warrants,
$130,000 in accumulated other comprehensive loss and a $287.29
million accumulated deficit.

                         Bankruptcy Warning

"The Company's high debt levels, of which $332.5 million matures
on November 1, 2014 and Alion's recurring losses will likely make
it more difficult for Alion to raise capital on favorable terms
and could hinder its operations.  Further, default under the
Unsecured Note Indenture or the Secured Note Indenture could allow
lenders to declare all amounts outstanding under the Wells Fargo
Agreement, the Secured Notes and the Unsecured Notes to be
immediately due and payable.  Any event of default could have a
material adverse effect on our business, financial condition and
operating results if creditors were to exercise their rights,
including proceeding against substantially all of our assets that
secure the Wells Fargo Agreement and the Secured Notes, and will
likely require us to invoke insolvency proceedings including, but
not limited to, a voluntary case under the U.S. Bankruptcy Code,"
the Company said in the Quarterly Report for the period ended
March 31, 2014.

                           *     *     *

As reported by the TCR on March 10, 2014, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
McLean, Va.-based Alion Science and Technology Corp. to 'CC' from
'CCC+'.  "The ratings downgrade reflects a capital structure that
matures within 12 months, a currently 'weak' liquidity assessment,
which we revised from 'less than adequate', and our expectation
that we would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.

In the May 23, 2014, edition of the TCR, Moody's Investors Service
affirmed, among other things, Alion Science & Technology
Corporation's ratings including the Caa2 Corporate Family Rating.
The affirmation of Alion's Caa2 corporate family rating reflects
the company's continued high leverage and weak interest coverage
metrics that are not anticipated to improve meaningfully in the
near-term, Moody's said.


ALTISOURCE PORTFOLIO: S&P Keeps B+ Rating After $200MM Debt Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' term loan rating
on Altisource Portfolio Solutions' $400 million term loan due in
2020 remains unchanged after a $200 million add-on offering.  The
long-term issuer credit rating on Altisource remains 'B+'.

Management will use the proceeds to repurchase stock and for
general corporate purposes.  Following this transaction, S&P
estimates debt to EBITDA to be approximately 2.6x as of March 31,
2014. We expect leverage to steadily decline over the next 12
months.

S&P's rating on Altisource reflects the company's strong, high-
quality earnings, strategy of operating with minimal balance sheet
risk, and solid funding base.  Offsetting factors include a
concentration in serving the cyclical mortgage industry and
customer concentration with respect to the firm's former parent,
Ocwen Financial Corp. Inc.

The stable outlook reflects the firm's strong core financial
performance and cash flow coverage.  S&P will monitor management's
initiatives to diversify products and customers.  An upgrade is
unlikely over the next two years because of operational risks
posed by the firm's continued growth across multiple regions and
multiple products.  S&P could downgrade the company if large
acquisitions or depressed economic conditions weaken its financial
profile, degrading its leverage and debt service metrics.

Moderate leverage supports the rating.  Over the longer term,
however, S&P expects management to operate Altisource with
moderate amounts of long-term debt, maintaining debt to EBITDA of
1.5x-2.5x.  A failed acquisition or operational problem could put
pressure on capital.  If debt to EBITDA were to rise to more than
3.0x, without a credible plan to reduce leverage, S&P could
downgrade the firm.

RATINGS LIST

Altisource Portfolio Solutions S.A.
Issuer Credit Rating                B+/Stable/--

Rating Remains Unchanged

Altisource Solutions S.a.r.l.
  $600 mil term loan due in 2020*    B+
   Recovery Rating                   3

* Including add-on.


AMERINDO INVESTMENT: $55M Judgment Not Headed for Quick Appeal
--------------------------------------------------------------
Law360 reported that a New York federal judge blocked an
interlocutory appeal of part of a $55.1 million securities fraud
judgment against Amerindo Investment Advisors Inc., saying that
getting the Second Circuit involved now would needlessly protract
the litigation.

According to the report, U.S. District Judge Richard Sullivan said
Lisa and Debra Mayer could file an appeal regarding their $9.55
million chunk of the award, a punishment for Amerindo's diversion
of investor money, later on.

The case is Securities and Exchange Commission v. Amerindo
Investment Advisors Inc. et al., Case No. 1:05-cv-05231
(S.D.N.Y.).


APPLIED MINERALS: Amends Bylaws to Provide Forum Selection
----------------------------------------------------------
The Board of Directors of Applied Minerals, Inc., amended the
Company's bylaws by adding a new bylaw relating to forum selection
in connection with certain litigation.  The bylaw provides that:

   (a) Unless the Corporation consents in writing to the selection
       of an alternative forum, the sole and exclusive forum for
      (i) any derivative action or proceeding brought on behalf of
       the Corporation, (ii) any action asserting a claim of
       breach of a fiduciary duty owed by any director, officer or
       other employee of the Corporation to the Corporation or the
       Corporation's stockholders, (iii) any action asserting a
       claim arising pursuant to any provision of the Delaware
       General Corporation Law, or (iv) any action asserting a
       claim governed by the internal affairs doctrine will be a
       state or federal court located within the State of
       Delaware, in all cases subject to such court's having
       personal jurisdiction over the indispensable parties named
       as defendants.

   (b) If any action the subject matter of which is within the
       scope of paragraph (a) above is filed in a court other than
       a court located within the State of Delaware in the name of
       any stockholder, such stockholder will be deemed to have
       consented to (i) the personal jurisdiction of the state and
       federal courts located within the State of Delaware in
       connection with any action brought in any such court to
       enforce paragraph (a) above (an "FSB Enforcement Action")
       and (ii) having service of process made upon such
       stockholder in any such FSB Enforcement Action by service
       upon such stockholder's counsel in the Foreign Action as
       agent for that stockholder.

                        About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals reported a net loss of $13.06 million in 2013, a
net loss of $9.73 million in 2012, and a net loss of $7.43 million
in 2011.  As of March 31, 2014, the Company had $13.49 million in
total assets, $12.04 million in total liabilities and $1.45
million in total stockholders' equity.


ARMOR HOLDCO: Moody's Lowers Corp. Family Rating to 'Caa1'
----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
for Armor Holdco, Inc., to Caa1 from B3. Moody's also downgraded
the rating for Armor's senior secured first lien term loan to B3
from B2 and the rating for its senior secured second lien term
loan to Caa2 from Caa1. The outlook for the ratings is stable.

Ratings Rationale

The downgrade to Caa1 of Armor's corporate family rating results
from the company delivering weaker than expected credit metrics
that will be negatively impacted by its announced acquisition of
DF King. Anticipated improvements in the company's leverage
profile have not come to fruition as the company has not paid down
debt or grown cash flow. Armor is now taking on more debt with the
DF King acquisition, thereby increasing leverage. The Caa1 rating
also reflects the firm continuing to report losses and its
exposure to future refinancing risks.

Armor, through its principal operating subsidiaries including
American Stock Transfer & Trust Company and Canadian Stock
Transfer & Trust Company, is the second largest provider of share
registry and associated services in the U.S. and Canada. The DF
King acquisition expands its proxy solicitation business and
provides cross-sell opportunities to new customer relationships
delivered by DF King, as well as diversifies its revenue base with
non-proxy businesses such as bankruptcy. While strategically the
acquisition is strategically sound, there is execution risk in any
merger and the company is taking on greater financial risk to
complete the transaction.

The B3 rating assigned to the senior secured first lien facilities
reflects the priority of their position within Armor's capital
structure. The Caa2 rating assigned to the senior secured second
lien term loan is based on these creditors' secondary claim on
Armor's assets that would limit recoveries in a liquidation
scenario compared to the first lien facilities.


ARMORWORKS ENTERPRISES: Wants to Sell Unused Equipment
------------------------------------------------------
ArmorWorks Enterprises, LLC, asks the Bankruptcy Court for
authorization to sell its equipment to Envirosystems, LLC and Tony
Ramirez outside of the ordinary course.

The equipment ArmorWorks seeks to sell includes:

  A. Six Envirosystems Airwalls (to be sold to Envirosystems,
     LLC);

  B. One tradeshow booth (to be sold to Tony Ramirez); and

  C. Certain miscellaneous handling equipment (to be sold to Tony
     Ramirez), including twenty-five (25) large carts, 70 small
     carts, and 10 tables.

ArmorWorks acquired the Equipment for use in conducting its
business.  ArmorWorks no longer requires the use of the Equipment
and desires to sell the Equipment outside of the ordinary course
of its business to the proposed Buyers.

The Debtor says that due to the nature the used equipment, a
higher and better offer is unlikely if the property was sold by
public auction.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: Wants July 14 Hearing on 4th Amended Plan
-----------------------------------------------------------------
ArmorWorks Enterprises, LLC, asks the Bankruptcy Court to
conditionally approve the latest iteration of the disclosure
statement explaining its proposed reorganization plan dated May
27, 2014.

The Debtor wants a July 14, 2014 final hearing on the approval of
the Fourth Amended Disclosure Statement and initial confirmation
hearing on the Fourth Amended Joint Plan of Reorganization.

In addition, the Debtor asks the Court to set the deadline for
returning ballots evidencing written acceptance or rejection of
the Plan and the deadline for filing written objections to
confirmation of the Plan and any objections to the Court's final
approval of the Disclosure Statement at July 7, 2014.

The Debtors submit that good cause exists for the Court grant
conditional approval of the Disclosure Statement and allow the
Plan Proponents to immediately solicit acceptances of the Plan.

The Court previously approved the Third Amended Disclosure
Statement in this case.  The Fourth Amended Disclosure Statement
is an updated version of the Third Amended Disclosure Statement
that describes subsequent developments in the case, and provides
adequate information regarding the Plan and the proposed treatment
of allowed claims and equity interests thereunder.

The Debtors are not asking the Court to shorten the time for
creditors and parties in interest to file objections to the Plan
or to shorten the time for completing and returning ballots
accepting or rejecting the Plan.  Under the proposed schedule,
creditors and parties in interest would have 31 days to file
objections to the plan and return ballots before the proposed July
7, 2014 objection and voting deadline.

                           The Plan

As reported in the Troubled Company Reporter on June 3, 2014,
ArmorWorks Enterprises LLC filed a revised Chapter 11 plan backed
by a $3 million deal with private equity firm Diversis Capital LLC
after failing to sell its business for lack of bidders.

Law360 reported that ArmorWorks inked a deal to escape Chapter 11
under the control of Diversis, which will pay $3 million for a
majority stake in the defense contractor.  According to Law360,
the Diversis-sponsored reorganization plan comes after the planned
auction canceled in February.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the new plan gives them the option of receiving 20% in cash on
emergence from bankruptcy or 100% paid over five years.  Diversis
gets 65.5% of the new common stock and all of the preferred
shares, Mr. Rochelle said.  Managers get some of the equity in
return for contribution of assets, Mr. Rochelle added.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ASHLEY STEWART: Asks for 120-Day Extension of Plan Exclusivity
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ashley Stewart Holdings Inc., which sold its retail
business to Clearlake Capital Group LP, wants another four months
to explore "both plan and non-plan alternatives" for concluding
its Chapter 11 case.  If granted by the New Jersey bankruptcy
court at a July 1 hearing, the new plan-filing deadline will be
Nov. 4, according to the report.

                      About Ashley Stewart

The Ashley Stewart name is synonymous with offering women who wear
sizes 12 and up well-made fashionable clothes at affordable
prices.

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

Ashley Stewart has obtained authority to conduct store closing
sales at 27 locations around the United States in accordance with
a consulting agreement with Gordon Brothers Retail Partners, LLC.


AUXILIUM PHARMACEUTICALS: Launches Generic Version of Testim
------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., has partnered with Prasco, LLC, to
introduce an Authorized Generic version of Testim(R) (testosterone
gel).  Prasco has product inventory available and has commenced
shipping product.  Testim and its Authorized Generic version are
testosterone gels approved by the U.S. Food and Drug
Administration to treat adult males who have low or no
testosterone.

"While Testim has continued to represent an important portion of
Auxilium's net sales, we have been proactively planning for this
launch in an effort to most strategically position our product
franchise to compete in the increasingly crowded and challenging
Testosterone Replacement Therapy (TRT) gel market," said Adrian
Adams, chief executive officer and President of Auxilium.  "We
believe the launch of this Authorized Generic of Testim with
Prasco could expand the Testim franchise market, build upon our
efforts to manage Testim as a mature brand and enable Auxilium to
realize maximum shareholder value."

Auxilium will maintain responsibility for the manufacture of
Testim and the Authorized Generic testosterone gel, as well as for
the distribution of branded Testim.

Additional information is available for free at:

                        http://is.gd/cehfAB

                           About Auxilium

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

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

                            *   *    *

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

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


BERNARD L. MADOFF: Supreme Court Sets Conference on Ponzi Trustee
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court will probably say June 30
whether liquidator of the Bernard Madoff Ponzi schemes will be
allowed a final appeal on its quest to hold financial institutions
to account for their roles in allegedly helping perpetuate fraud.

According to the report, HSBC Holdings Plc, UBS AG and UniCredit
SpA on June 10 filed what was probably their last brief in the
matter.  In the Madoff case, Irving Picard wants to establish the
principle that, as a SIPC trustee, he has greater power than an
ordinary trustee to collect from participants in a fraud, the
report said.

Mr. Rochelle, in a separate report, said the Madoff trustee came
out fighting after the U.S. Solicitor General recommended in May
that the Supreme Court decline to hear an appeal of rulings that
barred the trustee's $10.6 billion in lawsuits against HSBC
Holdings Plc, UBS AG and UniCredit SpA.  Picard's brief filed on
June 3 accused the solicitor general of misreading decisions by
other federal appeals courts and saying there is no conflict with
their rulings when in fact there is, the report said.

The case in the Supreme Court is Picard v. JPMorgan Chase & Co.,
13-448, U.S. Supreme Court (Washington).

                     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.


BIOFUEL ENERGY: Has Deal to Acquire JBGL for $275 Million
---------------------------------------------------------
BioFuel Energy Corp., on June 10, 2014, entered into a definitive
transaction agreement with certain affiliates of Greenlight
Capital, Inc., and James R. Brickman, pursuant to which the
Company will acquire the equity interests of JBGL Builder Finance
LLC and certain subsidiaries of JBGL Capital, LP, (collectively
"JBGL").

Greenlight beneficially owns approximately 35.4% of the
outstanding common stock of the Company.  Greenlight also holds
780,958 units of limited liability interests in BioFuel Energy,
LLC, which, together with an equal number of shares of Class B
Common Stock, are convertible into shares of the Company's Common
Stock on a one for one basis.  In addition, David Einhorn,
president of Greenlight, is a director of the Company.  The
Acquisition and the related transactions were approved by a
special committee of disinterested directors of the board of
directors of the Company.

Pursuant to the terms and subject to the conditions of the
Agreement, the Company will acquire JBGL for $275 million.  As
consideration in the Acquisition, the Company will issue a number
of shares of Common Stock to each of Greenlight and Brickman such
that immediately after the closing of the Acquisition, after
giving effect to the Rights Offering and the LLC Unit Conversion,
(i) Greenlight will own 49.9% of the outstanding Common Stock and
(ii) Brickman will own 8.4% of the outstanding Common Stock.  The
per share value of the Common Stock issued in the Equity Issuance
will be the weighted average price per share of Common Stock as
quoted on the Nasdaq Stock Market for the five trading days before
Closing.  The remainder of the Purchase Price will be paid in
cash.

To fund a portion of the cash consideration, the Company will
conduct a registered offering of rights, to the holders of its
Common Stock as of a record date to be determined, to purchase
additional shares of Common Stock to raise gross proceeds
(together with the proceeds of Greenlight's purchase of shares of
Common Stock pursuant to the Voting Agreement as well as any
increase in the debt financing, each as described below) of at
least $70,000,000.  Each right will permit the holder to purchase
shares of Common Stock for a per share purchase price equal to 80%
of the average closing price per share for the 10 trading days
immediately following the date the Company files the registration
statement relating to the Rights Offering.  However, in no event
will the per share purchase price be greater than $5.00 per share
or less than $1.50 per share.  The Equity Issuance and
Greenlight's commitment to participate in the Rights Offering and
its commitment to purchase shares of Common Stock pursuant to the
Voting Agreement have been exempted by the Board under the
Company's Section 382 rights plan.  The remaining portion of the
cash consideration will be funded through approximately
$150,000,000 of debt financing to be provided by Greenlight.

In connection with the Acquisition, the Company will amend its
charter to, among other things, change its name, increase its
authorized share capital and add customary ownership limitations
regarding preservation of the Company's net operating loss
carryforwards.

The completion of the Acquisition is subject to certain customary
conditions, including, among other things, (i) the adoption of the
Agreement and the approval of the related transactions by the
Company's stockholders and the approval of the Charter Amendment
by holders of a majority of the outstanding shares of Common Stock
and any Class B Common Stock, (ii) the consummation of the Rights
Offering such that the Company receives in gross proceeds of at
least $70,000,000, (iii) subject to specified standards, the
accuracy of the representations and warranties of the other party,
(iv) the absence of any material adverse effect on the other party
and (v) the performance in all material respects by the other
party of its obligations under the Agreement.

A full-text copy of the Transaction Agreement is available for
free at http://is.gd/ynUvhN

Voting Agreement

On June 10, 2014, and in connection with the execution of the
Agreement, Greenlight entered into a Voting Agreement with the
Company.  Pursuant to the Voting Agreement, Greenlight has agreed,
among other things, to vote (or cause to be voted) the shares of
Common Stock and Class B Common Stock it holds in favor of the
adoption of the Agreement and not to dispose of any such shares to
third parties (other than affiliates) while the Voting Agreement
is in effect.  In addition, Greenlight has agreed to participate
in the Rights Offering for its full pro rata share of Common Stock
and, if its LLC Units are not converted into Common Stock prior to
the record date for the Rights Offering, to purchase the same
number of shares of Common Stock it would have purchased pursuant
to the Rights Offering had all of its LLC units been converted
into Common Stock prior to such record date.

Commitment Letter

On June 10, 2014, and in connection with the execution of the
Agreement, the Company executed a Commitment Letter with
Greenlight, pursuant to which Greenlight and its affiliates have
committed to provide the Company with a five-year term loan
facility in an aggregate principal amount of approximately $150
million to fund, in part, the Acquisition.  The aggregate
principal amount of the facility is subject to increase in the
event that Greenlight fails to obtain backstop commitments for the
Rights Offering and the Company raises less than $70,000,000 in
the Rights Offering (together with the proceeds of Greenlight's
purchase of shares of Common Stock pursuant to the Voting
Agreement as described above).  Amounts drawn under the facility
will bear interest at 9.0% per annum from Closing through the
first anniversary thereof and 10% per annum thereafter, and the
Company will have a one time option to elect to pay up to one
year's interest in kind.

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy reported a net loss of $45.65 million for the year
ended Dec. 31, 2013, as compared with a net loss of $46.32 million
during the prior year.  As of Dec. 31, 2013, the Company had
$15.65 million in total assets, $4.60 million in total liabilities
and $11.05 million in total equity.

Grant Thornton LLP, in Denver, Colorado, did not issue a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  In their report on the consolidated
financial statements for the year ended Dec. 31, 2012, Grant
Thornton expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company incurred a net loss of $46.3 million during the
year ended Dec. 31, 2012, is in default under the terms of the
Senior Debt Facility, and has ceased operations at its Fairmont
ethanol facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.


BIOFUEL ENERGY: David Einhorn Reports 35.5% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, David Einhorn and his affiliates disclosed
that as of June 10, 2014, they beneficially owned 2,212,030 shares
of common stock of Biofuel Energy Corp. representing 35.5 percent
of the shares outstanding.  The reporting persons previously owned
2,212,274 common shares at Aug. 27, 2012.

On June 10, 2014, the Company entered into a definitive
transaction agreement with certain affiliates of Greenlight Inc.
and James R. Brickman pursuant to which the Company agreed to
acquire the equity interests of JBGL Builder Finance LLC and
certain subsidiaries of JBGL Capital, LP (collectively, "JBGL").
Mr. Einhorn is the principal of each of Greenlight Inc., Advisors
GP, Advisors and DME CM.  Mr. Einhorn is also a director of the
Biofuel Energy.

Pursuant to the terms and subject to the conditions of the
Agreement, the Company agreed to acquire JBGL for $275 million.

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

                        http://is.gd/t5O6Wt

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy reported a net loss of $45.65 million for the year
ended Dec. 31, 2013, as compared with a net loss of $46.32 million
during the prior year.  As of Dec. 31, 2013, the Company had
$15.65 million in total assets, $4.60 million in total liabilities
and $11.05 million in total equity.

Grant Thornton LLP, in Denver, Colorado, did not issue a "going
cocern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2013.  In their report on the consolidated
financial statements for the year ended Dec. 31, 2012, Grant
Thornton expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company incurred a net loss of $46.3 million during the
year ended Dec. 31, 2012, is in default under the terms of the
Senior Debt Facility, and has ceased operations at its Fairmont
ethanol facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.


BRICKMAN GROUP: S&P Affirms 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Maryland-based The Brickman Group Ltd. LLC.  The
outlook is stable.  In addition, S&P affirmed its 'B' issue-level
rating on the company's secured first-lien term loan and revolver
following the company's proposed add-on financing transaction.
The term loan will increase by $725 million to $1.46 billion and
the revolver will increase by $100 million to $210 million.  S&P's
'3' recovery rating, indicating its expectation of meaningful
recovery (50%-70%) for debt holders in the event of a default, is
unchanged.

Concurrently, S&P affirmed its 'CCC+' rating on the company's $235
million secured second-lien term loan.  The recovery rating is
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default.

S&P expects proceeds from the add-on financing to fund the
acquisition of ValleyCrest (B/Stable/--).  S&P believes the
company will complete the transaction in June 2014.  Upon
completion, S&P will withdraw its corporate credit rating on
ValleyCrest and its issue ratings on ValleyCrest's $265 million
term loan, which will be repaid in connection with this
transaction.

"We believe the addition of ValleyCrest will compliment Brickman's
business and strengthen its position as a national provider of
landscape maintenance services for commercial properties," said
Standard & Poor's credit analyst Linda Phelps.  "ValleyCrest's
current financial sponsor owners, who will continue to hold a
meaningful minority stake in the combined company, will fund a
portion of the purchase with an equity contribution.  Thus, we
estimate the leveraged acquisition will increase pro forma debt-
to-EBITDA leverage modestly to about 7x, from 6.7x for the 12
months ended March 31, 2014.  As such, we expect the company's
credit metrics to remain in line with our indicative ratios for
the rating." (Brickman Group Ltd. LLC. is a private company, and
does not publicly disclose financial data.)

Though the combined company will have over $2 billion in revenue,
Standard & Poor's continues to assess the Brickman's business risk
profile as "weak," incorporating its view that the company's
business remains narrowly focused, will continue to be vulnerable
to changes in weather and the economy, and our opinion that the
landscaping sector's barriers to entry will remain low, especially
at the local level.

S&P's rating outlook on Brickman is stable.  S&P expects operating
performance to remain relatively constant as the company
integrates its businesses.  S&P forecasts leverage to decline to
the mid-6x area over the next year as a result of EBITDA growth
and modest debt reduction.


BROWN MEDICAL: Trustee Gets Approval to Hire V&A as 401k Auditor
----------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., sought and obtained permission from the Hon. Jeff
Bohm of the U.S. Bankruptcy Court for the Southern District of
Texas to employ VanWassehnova & Associates ("V&A") to audit
Debtor's 401k Plan.

The Chapter 11 Trustee employed V&A to perform an audit of the
Debtor's 401k Plan for the year ended Dec. 31, 2013.  An annual
audit of the Plan is a requirement under the Employee Retirement
Income Security Act of 1974 ("ERISA").

V&A will conduct the audit for a flat fee of $8,500.

V&A can be reached at:

       Robert VanWassehnova
       VANWASSEHNOVA & ASSOCIATES
       804 W. Dallas, Suite 11
       Conroe, TX 77301
       Tel: (936) 760-1600
       Fax: (936) 760-4488

                      About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


C W WOODS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: C.W. Woods Contracting Services, Inc.
        2317 2nd Avenue South
        Birmingham, AL 35233

Case No.: 14-02382

Chapter 11 Petition Date: June 16, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Debtor's Counsel: Lee R. Benton, Esq.
                  BENTON & CENTENO, LLP
                  2019 3rd Ave N
                  Birmingham, AL 35203
                  Tel: 205 278-8000
                  Email: lbenton@bcattys.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christopher Woods, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb14-02382.pdf


CAPSTONE INFRASTRUCTURE: S&P Revises Outlook & Affirms 'BB+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toronto-based Capstone Infrastructure Corp. to stable from
positive.  At the same time, Standard & Poor's affirmed its
ratings on the company, including its 'BB+' long-term corporate
credit rating.

The outlook revision reflects S&P's view of Capstone's stable,
albeit reduced cash flow resulting from the new contract for its
power plant at Cardinal, and the company's continued cash flow
that is commensurate with the 'BB+' rating.

"In addition, Capstone has taken on some additional parent-level
debt in conjunction with its purchase of Renewable Energy
Developers Inc., which has negatively affected parent-level credit
metrics," said Standard & Poor's credit analyst Stephen Goltz.

The ratings reflect Standard & Poor's view of Capstone's stable
cash flow, the majority of which comes from long-term power
purchase agreements (PPAs) with provincial government agencies and
investment-grade off-takers.  In addition, S&P believes the
company's district heating operations in Sweden and its regulated
water-utility operations in Bristol, U.K., add to its cash-flow
diversity and stability.

The stable outlook reflects S&P's view of a high proportion of
Capstone's cash flow coming from long-term contracts, and
insulation from electricity demand and price risks from PPAs with
investment-grade off-takers.  In addition, the cash flows from the
company's nonpower-related assets add to its cash-flow diversity
and reduce its dependence on the PPAs.

S&P could consider raising the ratings if Capstone keeps its
parent only cash flow-to-debt at 22%-26% even in the event of
further acquisitions.  This could occur if the company acquires or
develops cash flow-generating assets without materially increasing
the level of its parent-level debt.

S&P could consider lowering the ratings if Capstone's overall cash
flow quality weakens materially, which major operational
disruptions in its generation facilities or acquisition of assets
with materially higher cash-flow variability could trigger.  S&P
could also lower the ratings if the company's cash-flow coverage
metrics weaken materially, with adjusted parent only cash flow-to-
debt ratio falling below 20%.  This could happen if Capstone
increasingly uses debt to support its growth initiatives or if its
cash flow declines materially.


COASTLINE INVESTMENTS: Defends Employment of CBRE Inc. as Broker
----------------------------------------------------------------
Coastline Investment LLC, et al., responded to the objection to
the application to employ CBRE, Inc. as real estate broker
effective as of April 1, 2014, stating that the CBRE application
provides for a commission structure depending on whether CBRE
procures a buyer; and the Debtors have appropriate insurance
coverage.

According to the Debtors, the objection asserted that CBRE must
not be employed because the Debtors are not in control of their
hotels and lack insurance.

First General Bank, a secured creditor with respect to the real
properties located at 31010 West Temple Avenue, Pomona, California
and 3120 and 3122 West Temple Pomona, California, in its
objection, stated the hotels are not insured.

First General Bank has loaned $5,250,000 to each Debtor with the
hotels as collateral.

Coastline is the owner of a hotel located at the top of a
prominent hill with views in Pomona, California, and Diamond is
the owner of the 161-room hotel located in Pomona, California.

The Debtors said that prior to the Petition Date, they had
procured potential buyer for the hotels which would yield a much
higher price than the fire-sale price that would likely result
from a trustee sale at foreclosure.

The Debtors tapped CBRE to, among other things:

   1. advertise and market the hotels to interested parties;

   2. show hotels to interested parties; and

   3. represent estates as sellers in connection with the sale of
      the hotels.

The Debtors proposed to compensate CBRE on these terms:

   a. in the event of a sale of the hotels, CBRE will be paid a
commission equal to three percent of the gross sale if the
marketing team represents both buyer and seller and four percent
of the gross sale price if the marketing team represents only the
sellers;

   b. the listing terms goes from April 1, 2014, to Sept. 30; and

   c) disputes between the Debtors and CBRE will be resolved by
binding arbitration.

Michael Shustak, senior vice president at Urban Investment Group
of CBRE, related that the Debtors specifically sought assistance
of three professionals for the engagement of Phillip Sample, Chris
Caras and Mr. Shustak.

Mr. Shustak assures the Court that CBRE is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtor is represented by:

         David B. Golubchick, Esq.
         J.P. Fritz, Esq.
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mails: DBG@LNBYG.com
                  JPF@LNBYG.com

                   About Coastline and Diamond

Coastline Investments, doing business as Hilltop Suites Hotel, and
Diamond Waterfalls LLC, doing business as Diamond Bar Inn &
Suites, filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal.
Case No. 14-13028 and 14-13030) in Los Angeles on Feb. 18, 2014.
The cases are jointly administered under Lead Case No. 14-30328.

Coastline Investments is the owner of a hotel located at the top
of a prominent hill with sweeping views in Pamona, California.
The Hilltop Hotel consists of 130 suites located on three acres of
hilltop property by Interstates 10 and 57, Cal-Poly Tech
University, and the Los Angeles County fairgrounds, Fairplex.  The
Hilltop Hotel has three hotel floors along with two levels of
parking and features and outdoor pool, spa, exercise fitness
center, sauna, steam room and a full service restaurant, lounge,
meeting spaces and a banquet ballroom to accommodate 300 guests.

Diamond is the owner of a 161-room hotel located in Pomona,
California.  The Diamond Hotel is a full-service hotel, which
includes a business center, meeting facilities, pool, spa, fitness
center, steam, sauna and offices.

The Debtors acquired both of the hotels through voluntary Chapter
11 bankruptcy court 11 U.S.C. Sec. 363 sales in February 2012.
The Hilltop Hotel was acquired from Shilo Inn, Pamona Hilltop, LLC
(Case No. 11-26270) and the Diamond Hotel was acquired from Shilo
Inn, Diamond Bar LLC (Case No. 10-60884).

The Debtors sought bankruptcy protection after the receiver
appointed for the hotels scheduled a trustee sale for both hotels.
The receiver was appointed at the behest of the investor group
which provided a secured loan of $2,500,000, which the Debtors
defaulted.  The Debtors also have loans from First General Bank
each in the amount of $5,250,000.

Shin-Chung Liu is the 100% membership owner and managing member of
both of the Debtors.  The Debtors' affairs are managed by Liberty
Capital Management Corporation.

Judge Richard M. Neiter has been assigned to the cases.

The Debtors are represented by David B. Golubchick, and J.P.
Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los
Angeles, California.

No committee of unsecured creditors was appointed in the case.


COLDWATER CREEK: Liquidating Trust to Be Formed Under Plan
----------------------------------------------------------
Coldwater Creek Inc., et al., submitted to the Bankruptcy Court a
First Amended Disclosure Statement explaining the First Amended
Joint Plan of Liquidation of the Debtors dated June 6, 2014.

According to the Amended Disclosure Statement, the Plan provides
for the liquidation and conversion of all of the Debtors'
remaining assets to cash and the distribution of the net proceeds
realized from the assets to creditors holding Allowed Claims in
accordance with the relative priorities established in the
Bankruptcy Code.  After payment in full in cash of the Term Loan
Claims, the Plan contemplates the formation of a Liquidating Trust
and appointment of a Liquidating Trustee upon the Effective Date
to, among other things, resolve Disputed Claims, make
distributions to Holders of Allowed General Unsecured Claims and
close the Chapter 11 Cases.

The Plan also proposed this recovery to creditors:

   Class        Claim/Interest                  Expected Recovery
   -----        --------------                  -----------------
     1          Term Loan Claims                     100%
     2          Priority Non- Tax Claims             100%
     3          Other Secured Claims                 100%
     4          General Unsecured Claims          7% - 9%
     5          Intercompany Claims                    0%
     6          Intercompany Interests                 0%
     7          Interests in Coldwater                 0%

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/COLDWATERCREEK_531_amendedds.pdf

As reported in the Troubled Company Reporter on May 20, 2014,
the Official Committee of Unsecured Creditors and multiple other
interested parties in the case, including the Stoltz management
landlords, oppose the retailer's plan to liquidate its 362 stores.

The Creditors' Committee, according to Bill Rochelle, the
bankruptcy columnist for Bloomberg News, complained that the Plan,
which was filed in April when the retailer sought bankruptcy
protection, improperly gives lawsuit immunity to secured lenders,
management and shareholders.  The Creditors' Committee also asked
the Court to "slow down" the "rushed" timeline of the five-week
old case "before significant estate resources are needlessly
wasted," Sara Randazzo, writing for The Wall Street Journal,
reported.

The Committee has also asked the Court to reconsider the interim
approval it gave to the Debtor's up to $75 million debtor-in-
possession loan that the creditors say "gave away the store,"
Law360 reported.  The Committee, in a sharply worded motion before
the Court, alleges that the retailer had no need for the credit
facility extended by Wells Fargo Bank NA, the Law360 report
further related.

A hearing was set for May 21 for the Court to approve the
disclosure statement, but the Journal said an attorney for
Coldwater said the Debtor has agreed to push back the hearing on
the exit plan until June 12, a move that counsel for the Committee
said is a "positive development" but still doesn't satisfy their
objection.  The Journal said the Committee wants more time to work
with Coldwater on a new creditor-repayment plan that would allow
creditors to pursue litigation against the retailer's former
officers and lenders and gives the Committee more control over the
liquidation process.

In addition to opposing the Disclosure Statement, and by
extension, the Plan, and the interim DIP approval, the Committee
also opposes Coldwater's proposed executive bonus program commonly
called "key employee retention plan" and "key employee incentive
plan" in bankruptcy and proposed fees earmarked for investment
banker Perella Weinberg Partners LP.  The Committee called the
proposed KEIP "outrageous" and the proposed KERP "highly
questionable," according to Bankruptcy Data.  If the bonuses are
approved, four senior managers would qualify for $600,000 in
payments if cash flow exceeds $56.2 million in the company's
projections, while bonuses rise to $2.55 million if cash flow
reaches $82.2 million, Bloomberg said.  The KERP would cover 28
employees, representing 10 percent to 45 percent of base salary
and costing $1.1 million, Bloomberg added.

Coldwater was given authority by the Court to conduct going-out-of
business sales, which started on Mother's Day weekend.  The
retailer filed with the Court a notice of auction results saying
it received a successful bid for the asset classes of inventory;
furniture, fixtures and equipment; customer lists and intellectual
property from a joint venture comprised of Hilco Merchant
Resources and Gordon Brothers Retail Partners.  The bid amount is
$161 million, and the back-up bid of $156 million was presented by
a joint venture comprised of Tiger Capital Group, SB Capital Group
and Great American Group WF, Bankruptcy Data reported.

As agents, the liquidators guarantee a recovery of at least 128%
of the cost of the merchandise with an estimated aggregate cost of
$90 million to $105 million, Bloomberg said.  Once sale proceeds
cover the expenses of the sale, the guaranteed amount and an 8.5%
fee based on the cost of merchandise, the liquidators and
Coldwater will split the excess 50/50, Bloomberg added.  The
liquidators also guaranteed $29 million from the sale of
Coldwater's furniture, fixtures, equipment and intellectual
property, Bloomberg related.

The Debtors are represented by:

         Pauline K. Morgan, Esq.
         Kenneth J. Enos, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253

              - and -

         Douglas P. Bartner, Esq.
         Jill Frizzley, Esq.
         Stacey Corr-Irvine, Esq.
         SHEARMAN &STERLING LLP
         599 Lexington Avenue
         New York, NY 10022
         Tel: (212) 848-4000
         Fax: (646) 848-4000

                     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: Bonnie Glantz Fatell Named as Consumer Ombudsman
-----------------------------------------------------------------
The U.S. Trustee appointed Bonnie Glantz Fatell as consumer
privacy ombudsman in the Chapter 11 cases of Coldwater Creek Inc.,
et al.  Mr. Fatell can be reached at:

         Blank Rome LLP
         1201 Market Street, Suite 800
         Wilmington, DE 19801
         Tel: (302) 425-6423

The consumer privacy ombudsman may appear and be heard at the
hearing and will provide to the court information to assist the
court in its consideration of the facts, circumstances, and
conditions of the proposed sale or lease of personally
identifiable information under 11 U.S.C. Section 363(b)(1)(B).

A consumer privacy ombudsman will not disclose any personally
identifiable information obtained by the ombudsman under the
title.

As reported in the Troubled Company Reporter on May 15, 2014,
BankruptcyData reported that the Court directed the U.S. to
appoint a consumer privacy ombudsman.

BankruptcyData related that the order stated, "The U.S. Trustee
will appoint a consumer privacy ombudsman in accordance with
11 U.S.C. section 332 (a) no later than the date that is 7 days
before the Sale Hearing. The Ombudsman will perform the functions
set forth in 11 U.S.C. sections 332 (b) and (ii) at all times
comply with 11 U.S.C. section 332(c). The Ombudsman will be
compensated pursuant to 11 U.S.C. section 330 upon approval by the
Court of a request for compensation.  The Court will retain
jurisdiction over all matters arising from or related to the
implementation or interpretation of this Order."

                     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: Gets Final Approval to Incur $75MM Financing
-------------------------------------------------------------
The Bankruptcy Court authorized, on a final basis, Coldwater Creek
Inc., et al., to:

   1. obtain $75,000,000 of postpetition financing from Wells
Fargo Bank, National Association, as the Prepetition ABL Agent and
as the DIP Agent;

   2. use cash collateral; and

   3. provide the lender with adequate protection liens,
superpriority administrative expense claim status as adequate
protection to prepetition secured lenders.

As reported in the Troubled Company Reporter on April 14, 2014, to
facilitate an orderly wind-down of their operations, the Debtors
arranged $75 million of senior secured superpriority debtor in
possession financing from Wells Fargo.  Approximately $40 million
of the $75 million is a "roll-up" of prepetition obligations under
the ABL Credit Agreement.

The DIP lender has committed to provide $42 million on an interim
basis, which Coldwater Creek may use for the wind-down of the
Debtors' operations in accordance with a budget.

                       Committee's Objection

The Official Committee of Unsecured Creditors had asked the Court
to deny, on a final basis, the DIP motion.  Previously, the
Committee requested that the Bankruptcy Court reconsider the
interim order (i) authorizing postpetition financing; (ii)
granting liens and providing superpriority administrative expense
priority; (iii) authorizing use of cash collateral; and (iv)
granting adequate protection to prepetition secured lenders.

The Committee asserted that there was no need for the Debtors to
enter into the DIP Facility.  Under the Interim Order, the DIP
Lenders received approximately $1.1 million in fees for an
unnecessary and untapped loan (but for the roll-up) that was
"repaid" in a matter of weeks.

The Committee added that it will likely not even receive all of
the documents sufficient to conduct its investigation into the
prepetition activities of the Debtors and the Prepetition lenders
for at least another three-to-four weeks, which will leave the
Committee with at best just literally a few days before the
Challenge Deadline established under the Interim DIP Order
expires.

Prepetition Term Loan Parties -- CC Holdings of Delaware, LLC -
Series A, CC Holdings of Delaware, LLC - Series B, and CC Holdings
Agency Corporation -- objected to the Official Committee of
Unsecured Creditors' motion to reconsider the interim order (I)
authorizing postpetition financing, and use of cash collateral,
stating that accusing the Debtors, the Prepetition Term Loan
Parties, and all of their respective professionals of bad faith,
and implying that these parties conspired to defraud the Court is
well beyond the pale of responsible advocacy.

The Debtors also objected to the Committee's motion to reconsider,
stating that the motion was remarkable, and reckless.  While some
of the false and baseless accusations in the Motion may be
attributable to the Committee's fundamental misunderstanding of
the challenges of operating in a distressed, retail environment
and the particular challenges faced by these Debtors in the days
and weeks leading to the bankruptcy filing, all cannot be forgiven
by the misunderstanding.

Wells Fargo also responded to the motion to reconsider.

As of the Petition Date, the Debtors were liable to the
Prepetition ABL Lender for Prepetition ABL Debt on account of
extensions of credit in the approximate principal amount of
$27,872,598, plus letters of credit in the approximate stated
amount of not less than $9,687,979, plus interest accrued and
accruing (at the non-default rate set forth in the Prepetition ABL
Financing Documents), plus costs, expenses, fees and other amounts
provided for under the Prepetition ABL Financing Documents

                  Terms of DIP Credit Agreement

   * Borrowers       Coldwater Creek U.S. Inc. (lead borrower),
                     Coldwater Creek The Spa Inc. and Coldwater
                     Creek Merchandising & Logistics Inc.

   * Guarantors      Coldwater Creek Inc., Aspenwood Advertising,
                     Inc., CWC Rewards Inc., CWC Sourcing LLC, and

   * DIP Lenders     Wells Fargo Bank, National Association as
                     lender and swing line lender and the other
                     lenders party to the DIP credit agreement
                     from time to time.

   * Administrative
     Agent:          Wells Fargo Bank as administrative agent and
                     Collateral agent.

   * Commitment/
     Availability:   The aggregate commitments of all lenders is
                     $75,000,000.

   * Priming         The DIP Liens will be first priority priming
                     liens with seniority over the prepetition
                     secured debt.

   * Maturity Date:  The earliest of (a) May 8, 2014, unless a
                     final order has been entered, (b) August 31,
                     2014, (c) the third Business day after the
                     entry of a GOB Sale order by the bankruptcy
                     court, (d) 14 days following the entry of an
                     order by the Bankruptcy Court confirming a
                     plan and (e) the consummation date.

   * Interest Rate:  A fluctuating rate per annum equal to the
                     highest of (a) the Federal Funds Rate, as in
                     effect from time to time, plus 0.50%, (b) the
                     Adjusted LIBO Rate plus 1.00%, or (c) the
                     rate of interest in effect for such day as
                     publicly announced from time to time by Wells
                     Fargo as its "prime rate".

   * Default
     Interest:       When used with respect to DIP Obligations
                     other than Letter of Credit Fees, an interest
                     rate equal to (i) the Interest Rate plus (ii)
                     the Applicable Margin plus (iii) 2% per
                     annum.

                     When used with respect to Letter of Credit
                     Fees, a rate equal to the Applicable
                     Rate for Standby Letters of Credit or
                     Commercial Letters of Credit, as applicable,
                     plus 2% per annum.

   * Commitment
     Fee:            The Borrowers will pay 0.500% times the
                     average daily amount by which the Aggregate
                     Commitments exceed the sum of (i) the
                     Outstanding Amount of Loans and (ii) the
                     Outstanding Amount of L/C Obligations.

   * Closing Fee:    On the Closing Date, the Borrowers will pay
                     a closing fee in the amount of $750,000. Such
                     closing fee will be paid in immediately
                     available funds, will be fully earned when
                     paid and will not be refundable for any
                     reason whatsoever.

   * Letter of
     Credit Fees:    The Borrowers will pay 1.50% times the
                     stated amount of each Commercial Letters of
                     Credit and 2.00% times the stated amount of
                     Standby Letters of Credit.

   * Fronting Fee
     and Documentary
     and Processing
     Charges Payable
     to L/C Issuer:  The Borrowers will pay a fronting fee (i)
                     with respect to each Commercial Letter of
                     Credit, at a rate equal to 0.125% per annum,
                     computed on the amount of such Letter of
                     Credit, and payable upon the issuance
                     thereof, (ii) with respect to each Standby
                     Letter of Credit, at a rate equal to 0.125%
                     per annum, computed on the daily amount
                     available to be drawn under such Letter of
                     Credit and on a monthly basis in arrears.

   * Adequate
     Protection:     Solely to the extent of the diminution in the
                     value of the interests of the prepetition
                     secured lenders in the prepetition
                     collateral, the prepetition lenders will
                     each have an allowed superpriority
                     administrative expense claim and adequate
                     protection liens.

                     The prepetition lenders will receive adequate
                     protection in the form of: (a) the current
                     payment of the reasonable documented out-of-
                     pocket costs and expenses of its financial
                     advisors and attorneys, (b) on the first day
                     of each calendar month, commencing May 1,
                     2014, cash interest at the Default Rate as
                     provided in the prepetition financing
                     agreements, (c) all products and proceeds of
                     the prepetition collateral and the DIP
                     collateral will be applied as follows: (x)
                     first, to reduce the prepetition ABL Debt
                     until paid in full, and (y) second, to reduce
                     the DIP Obligations until paid in full, and
                     (d) upon entry of the final order, payment
                     in full of the remaining Prepetition ABL
                     Debt.

   * Avoidance
     Actions:        The DIP Collateral includes claims and causes
                     of action arising under Section 549 of the
                     Bankruptcy Code that the Debtors may be
                     entitled to assert by reason of any avoidance
                     or other power vested in or on behalf of the
                     Debtors or the estates of the Debtors under
                     chapter 5 of the Bankruptcy Code.

                     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: Panel Balks at Perella Weinberg Compensation
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Coldwater Creek Inc., et al., objected to the Debtors'
application to employ Perella Weinberg Partners LP as investment
banker nunc pro tunc to the Petition Date.

According to the Committee, PWP's proposed compensation package
and terms of retention are not reasonable and must not be approved
unless significantly modified.

The committee noted that the Debtors improperly seek to handsomely
compensate PWP for services that it provided prepetition.  The
Debtors proposed to pay PWP a $1 million financing fee upon final
approval of debtor-in-possession financing, and another $1 million
transaction fee upon confirmation of their liquidating plan.   The
Debtors filed both their Plan and DIP Motion on the Petition Date.
The Debtors sought to pay PWP a sale transaction fee to be
determined in the Debtors' sole discretion based on the value
achieved from the sale of intellectual property assets of the
Company as part of the Plan, payable promptly upon approval of any
such sale by the Bankruptcy Court.

                     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.


COLOREP INC: Synergy Partners & M. Cohen Oppose Case Dismissal
--------------------------------------------------------------
Synergy Partners USA, LLC and Michael Cohen seek a delay of the
dismissal of the cases of Colorep, Inc., et al., on the grounds
that dismissal, while two administrative expense claimants' claims
have not been paid, is not in the best interests of the creditors
or the Debtors' estates and Synergy and Cohen will suffer
prejudice if the case is dismissed before their Motion for
Administrative Claims is heard.

Synergy and Cohen asserts that they provided postpetition services
to the Debtors for which they have not been paid.

If however the Court is inclined to grant the Motion to Dismiss,
Synergy and Cohen seek that the Court retain jurisdiction over the
Motion for Administrative Claims and the enforcement of payment of
the administrative claims.

Synergy Partners USA and Michael Cohen are represented by:

          BRINKMAN PORTILLO RONK, APC
          Daren R. Brinkman, Esq.
          David H. Oken, Esq.
          4333 Park Terrace Dr., Suite 205
          Westlake Village, CA 91361
          Tel No: (818) 597-2992
          Fax No: (818) 597-2998

                         About Colorep Inc.

Colorep Inc., an industrial printer from Harrisonburg, Virginia,
filed for Chapter 11 protection (Bankr. C.D. Calif. Case No.
13-27689) on July 10, 2013, in Los Angeles, owing $17 million to
secured lender Meserole LLC.  The company licenses a fabric-dyeing
process known as AirDye.  Colorep's subsidiary Transprint USA Inc.
also filed in Chapter 11.  Transprint produces transfer-printing
paper.

Gary E. Klausner, Esq., at Stutman, Treister & Glatt, P.C.
represents Colorep as reorganization counsel while Stubbs,
Alderton & Markiles LLP serves as it special corporate counsel.
Executive Sounding Board Associates Inc., served as chief
restructuring officer.

Meserole, LLC, is represented by Frank T. Pepler, Esq., and Stuart
M. Brown, Esq., at DLA Piper LLP (US).


CROZER-KEYSTONE: S&P Lowers Rating to 'BB'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating (SPURs) on Delaware County Authority, Pa.'s
hospital revenue bonds, issued for the obligated group of Crozer
Keystone Health System (CKHS), two notches to 'BB' from 'BBB-'.
The outlook is stable.

The obligated group consists of Crozer Chester Medical Center
(CCMC) and Delaware County Memorial Hospital (DCMH).

The downgrade reflects Standard & Poor's opinion of a sharp
decrease in operating performance throughout the first nine months
of fiscal 2014, ended March 31, coupled with a potential rate
covenant violation in fiscal 2014 that could trigger the immediate
acceleration of CKHS' direct-placement debt.  While Standard &
Poor's understands CKHS has the required funds on hand to redeem
the direct-placement debt in a timely manner, it will stress, what
Standard & Poor's considers, an already weak balance sheet and
lower days' cash on hand to levels that are more consistent with
the lower rating.  In addition, CKHS' largest union contract at
CCMC, which expired earlier this month, covers 600 employees; this
raises the possibility of a job action at some point over the
next few months.

"We believe the system's leading market position despite recent
softer volume and a balance sheet that, at the lower rating,
provides the organization with some flexibility to work through
recent operating pressure.  We also believe management's plan of
correction will likely result in some improvement in fiscal 2015
performance; we, however, still expect losses to persist, just at
a lower level," said Standard & Poor's credit analyst Margaret
McNamara.  "We could base a lower rating on management's inability
to implement the turnaround plan successfully and its inability to
improve operating losses in fiscal 2015 in-line with the forecast,
coupled with a significant decrease in unrestricted reserves in
addition to the potential decrease due to the direct-placement
redemption.  We consider a positive rating action over the outlook
period unlikely due to recent operating results and our belief
that performance will likely remain somewhat pressured next year;
we, however, would view a sustained return to profitability and
coverage of more than 2x favorably."

The rating service believes future rating movement will likely
hinge on management's ability to execute the turnaround plan and
demonstrate its capability to stabilize performance over the long
term, successfully renegotiate the union contract with limited
interruption to the business, and maintain debt service coverage
in excess of the required covenant.

The stable outlook at the lower rating incorporates Standard &
Poor's expectation that operating losses will likely continue in
fiscal 2015, albeit at a lower level, and that CKHS will likely
have to accelerate the repayment of direct-placement debt.


CTI BIOPHARMA: Phase 2 Clinical Trial of Tosedostat Initiated
-------------------------------------------------------------
CTI BioPharma Corp. announced the initiation of an international
cooperative group of Phase 2 clinical trial of tosedostat in
combination with low-dose cytarabine in older patients with Acute
Myeloid Leukemia (AML) or high risk Myelodysplastic Syndrome
(MDS).  Tosedostat is a first-in-class selective inhibitor of
aminopeptidases, which are required by tumor cells to provide
amino acids necessary for growth and tumor cell survival.  The
trial is being conducted by the National Cancer Research Institute
Haematological Oncology Study Group under the sponsorship of
Cardiff University.  The trial management group is led by
Professor Alan K. Burnett, Head of Haematology in the Department
of Medical Genetics, Haematology and Pathology at the School of
Medicine at Cardiff University.  Chroma Therapeutics Ltd., from
whom CTI licensed tosedostat, is facilitating drug supply for the
trial.

"As the population of patients 65 years of age and older with AML
continues to grow, there are a large number of patients who are
not suitable for conventional intensive chemotherapy and for these
patients there is a significant unmet need for an alternative
therapy that is effective and well tolerated," said Professor
Burnett.  "New agents that are being developed to target the
underlying biology of the disease, such as tosedostat, may provide
hope for these patients where there has been very little
improvement in the outcome of these patients over the last couple
of decades.  Tosedostat has demonstrated encouraging clinical
activity in AML with manageable toxicities that can be
administered primarily as out-patient therapy, and we are pleased
to get this study underway."

In this Phase 2/3 trial, referred to as the AML Less Intensive
(LI-1) trial, patients will be randomized to standard treatment,
low dose cytarabine, versus one of five novel investigational
treatments, one of which is tosedostat, each in combination with
low dose cytarabine.  The trial will utilize a "Pick a Winner"
trial design.  Under such a design, the Phase 2 portion of the
trial is expected to initially enroll 50 patients per arm, and, if
the complete response rate of cytarabine plus novel therapy
appears satisfactory, an additional 50 patients per arm would be
enrolled in the Phase 2 portion.  Based on an interim analysis of
complete response results, the trial management group may
determine to move the applicable trial into the Phase 3 portion,
which would then undertake to enroll 100 additional patients (for
a total of 200 patients per arm).  Overall survival will serve as
the primary endpoint of the trial.

                        About CTI BioPharma

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

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

                            Going Concern

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

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

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

                          Bankruptcy Warning

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


DELTATHREE INC: Amends Forbearance Agreement with ACN
-----------------------------------------------------
Each of deltathree, Inc., Delta Three Israel, Ltd., and DME
Solutions, Inc., entered into an Amended and Restated Agreement
Concerning Outstanding/Future Commissions and Security Agreement
on June 12, 2014, with ACN, Inc., ACN Europe B.V., ACN Digital
Phone Service, LLC.  The ACN Forbearance Agreement amends the
letter amendment, dated as of April 3, 2012, to each of the Sales
Agency Agreement dated as of Sept. 27, 2010, and amended as of
Jan. 26, 2011, between the deltathree Entities and ACN, and the
Introducer Agreement, dated as of April 13, 2011, between the
deltathree Entities and ACN Europe B.V. in regards to outstanding
commissions due to be paid by the Company to ACN and ACN Europe
under those agreements.  The ACN Forbearance Agreement also amends
the License Assignment entered into on Feb. 7, 2013, between the
Company and DPS and the outstanding license assignment payment due
to be paid by the Company to DPS.

The terms of the ACN Forbearance Amendment provide that:

   1. Commencing with the date of the ACN Forbearance Agreement, a
      late fee in the amount of one percent (1%) per month will
      accrue on any unpaid commissions and the license assignment
      payment, and commencing on July 15, 2014, and continuing on
      the 15th day of each month thereafter the deltathree
      Entities will pay to ACN and ACN Europe the interest that
      accrued during the previous month;

   2. In addition, commencing on July 15, 2014, and continuing on
      the 15th day of each month thereafter, the deltathree
      Entities will (i) pay down any outstanding obligations,
      provided that the amount of each monthly payment will be
      equal to at least $114,000, and (ii) pay all then-current
      commissions under the Sales Agency Agreement and Introducer
      Agreement and any cure periods provided for under the
      respective agreements for non-payment will no longer apply;

   3. So long as the deltathree Entities fulfill the terms of the
      ACN Forbearance Agreement, the ACN Entities will forbear
      from exercising any rights they may have for any breach by
      the deltathree Entities under the Sales Agency Agreement and
      the Introducer Agreement and permit the Company to pay the
      license assignment payment over time in accordance with the
      terms and conditions of the ACN Forbearance Agreement until
      July 31, 2014.  Upon the expiration of the Initial
      Forbearance Period, the ACN Entities' obligation to forbear
      will automatically renew on a monthly basis unless
      terminated by either party under the terms of the ACN
      Forbearance Agreement until July 15, 2015, following which
      the ACN Entities' obligation to forbear will not
      automatically renew;

   4. Upon the expiration of the Initial Forbearance Period or any
      subsequent renewals, unless the ACN Entities' requirement to
      forbear is renewed, all unpaid obligations will become
      immediately due and payable;

   5. Each of Delta Three Israel and DME guaranteed the payment
      and performance of the Company's obligations under the
      license assignment and under the ACN Forbearance Agreement;

   6. To secure the payment and performance in full of all of
      their obligations under the agreement, the deltathree
      Entities granted to the ACN Entities a continuing security
      interest in, and pledged to the ACN Entities, all of their
      right, title and interest in, to and under the collateral
      set forth on Exhibit A of the ACN Forbearance Agreement; and

   7. In the event of any Event of Default, all unpaid amounts due
      from the deltathree Entities will become immediately due and
      payable and the ACN Entities may in their sole discretion
      terminate the ACN Forbearance Agreement and exercise their
      rights and pursue all remedies available to them as a
      secured creditor and at law or in equity.

Each of Robert Stevanovski, Anthony Cassara and David Stevanovski,
members of the Company's Board of Directors, has an ownership
interest in, and a director, officer or advisory position with,
the ACN Entities.  As a result of their relationship with the ACN
Entities, each of these individuals may be deemed to have a direct
or indirect interest in the transactions contemplated by the ACN
Forbearance Agreement.  In accordance with the Company's Audit
Committee Charter, the ACN Forbearance Agreement and the
transactions contemplated thereby were approved by the Audit
Committee, which includes those directors who are not affiliated
with any of the ACN Entities.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

deltathree reported a net loss of $1.81 million on $16.08 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $1.57 million on $13.68 million of revenues in 2012.
The Company's balance sheet at March 31, 2014, showed $1.17
million in total assets, $8.37 million in total liabilities and a
$7.20 million total stockholders' deficiency.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company's recurring losses from operations
and deficiency in stockholders' equity raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations.  In the
event that the Company requires but is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code," the Company said in the Annual Report for the
year ended Dec. 31, 2013.


DETROIT, MI: Pension Board Agrees to Urge "Yes" Vote on Plan
------------------------------------------------------------
Reuters reported that the board of one of Detroit's two pension
funds agreed to urge its members to vote in favor of the city's
plan to adjust $18 billion of debt and exit the biggest municipal
bankruptcy in U.S. history.  According to the report, Detroit's
General Retirement System said it will mail a letter to current
workers, retirees and other beneficiaries recommending a favorable
vote and outlining the rationale for that recommendation.

                  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.


ELBIT IMAGING: Amends 204.4-Mil. Ordinary Shares Prospectus
-----------------------------------------------------------
Elbit Imaging Ltd. amended its form F-1 registration statement in
connection with the offering of up to 204,422,767 of the Company's
ordinary shares by York Global Finance Offshore BDH (Luxembourg)
S.arl, M.H. Davidson & Co., Davidson Kempner Partners, Bank
Hapoalim B.M., et al.  The Company amended the registration
statement to delay its effective date.

The Company will not receive any proceeds from the sale of the
shares by the selling shareholders.

The Company's ordinary shares are traded on the NASDAQ Global
Select Market, or NASDAQ, under the symbol "EMITF" and on the Tel-
Aviv Stock Exchange, or TASE, under the symbol "EMIT."  The
closing price of the Company's ordinary shares on NASDAQ on
June 9, 2014, was $0.181 per share and the closing price of the
Company's ordinary shares on the TASE on June 9, 2014, was NIS
0.626 per share (equal to $0.181 based on the exchange rate
between the NIS and the dollar, as quoted by the Bank of Israel on
June 9, 2014).

A full-text copy of the amended Form F-1 prospectus is available
for free at http://is.gd/d2nnmN

                       About Elbit Imaging Ltd.

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors -
- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

Elbit Imaging reported a loss of NIS1.56 billion on
NIS360.59 million of total revenues for the year ended Dec. 31,
2013, as compared with a loss of NIS483.98 million on NIS418.48
million of total revenues in 2012.  The Company's balance sheet at
Dec. 31, 2013, showed NIS4.56 billion in total assets, NIS4.97
billion in total liabilities and a NIS408.63 million shareholders'
deficit.

Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu, in Tel-Aviv, Israel, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.


EMANUEL COHEN: Has Interim OK to Hire Rappaport Osborne as Counsel
------------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Division, gave Emanuel
Louis Cohen interim authority to employ The Law Offices of
Rappaport Osborne & Rappaport, PL, as counsel.  The Court will
conduct a final hearing on the employment application on July 3,
2014, at 2:00 p.m.

Separately, Mr. Cohen filed a notice of withdrawal of his motion
for joint administration of his Chapter 11 case.

Emanuel L Cohen, D.I.T. Inc., and Salon's Best, Inc., filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Lead Case No.
14-23125) at West Palm Beach, Florida, on June 6, 2014.  D.I.T.
and Salon's Best disclosed $12 million in assets and debt.
Kenneth S. Rappaport, Esq., at Rappaport Osborne & Rappaport, PL,
in Boca Raton, Florida, serves as counsel to the Debtors.


ENERGY FUTURE: Court Extends Schedules Filing Deadline to June 30
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has entered an order extending for the
third time the deadline for Energy Future Holdings Corp. and its
debtor-affiliates to file schedules of assets and liabilities,
schedules of current income and expenditures, schedules of
executory contracts and unexpired leases, and statements of
financial affairs.  The new order gives the Debtors a June 30,
2014 deadline.

As previously reported by the Troubled Company Reporter, the
Debtors sought an extension, saying that efforts in preparing for
the Chapter 11 filing, preparing the business to transition into
Chapter 11, and negotiating with their significant creditor
constituencies made it difficult for them to prepare the schedules
and statements.

            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: Restructuring Support Agreement Hearing on July 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set for
July 18, 2014, at 9:30 a.m. (Eastern Daylight Time) the hearing to
consider Energy Future Holdings Corp. and its debtor-affiliates'
motion for entry of an order authorizing the Debtors to assume the
restructuring support agreement and modifying the automatic stay.

The Debtors asked the Court on May 16, 2014, to authorize the
Debtors to assume the restructuring support agreement and
modifying the automatic stay.  Objections to the motion are due on
July 11, 2014, at 4:00 p.m. (Eastern Daylight Time)

As reported by the Troubled Company Reporter on May 30, 2014, the
Debtors, in anticipation of their bankruptcy filing, entered on
April 29, 2014, into a Restructuring Support and Lock-Up Agreement
with various stakeholders to effect an agreed upon restructuring
of the Reorganizing Entities through a pre-arranged Chapter 11
plan of reorganization.  On May 16, 2014, the Reorganizing
Entities and certain of the Consenting Parties entered into the
Second Amendment to the Restructuring Support and Lock-Up
Agreement.  The Amendment provides that the definition of
"Required Consenting Creditors" in the RSA is revised to: "at
least three (3) members of the Ad Hoc TCEH Committee who are
Consenting Creditors who collectively hold at least 50.1% of the
TCEH First Lien Claims held by the members of the Ad Hoc TCEH
Committee who are Consenting Creditors."

The Official Committee of Unsecured Creditors says in a court
filing dated May 29, 2014, that it has just commenced its analysis
of the RSA and related transactions and is not yet in a position
to fully assess their impact on these estates or unsecured
creditors generally.  "It is clear at this time that the proposed
RSA leaves virtually nothing to satisfy the billions of dollars of
TCEH unsecured claims, while allowing the proponents of the RSA to
capture the valuable equity interest in the Debtors' ongoing
operations," the Committee states.

            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.


ETHIAS SA: Belgian Insurer OK'd to Amend Restructuring Plan
-----------------------------------------------------------
Law360 reported that Belgian insurance giant Ethias SA has won
European Commission approval to amend its 2010 restructuring plan,
prolonging by three years the rundown of its unprofitable retail
life insurance portfolio, the agency announced.  According to the
report, the amendments enable Ethias to continue to run down its
retail life reserves for another three years, but no longer
obligate it to fully divest or run down the portfolio unless an
increase in market interest rates allows it to sell the contracts,
the commission said.

The amendments also alter the corporate governance to give
Vitrufin more independence from Ethias, the report cited the
statement.  The proposed new commitments replace those in the
original restructuring plan that were never implemented, according
to the commission's statement, the report said.


EXIDE TECHNOLOGIES: Taps PricewaterhouseCoopers as Tax Advisor
--------------------------------------------------------------
Exide Technologies Inc. seeks authorization from the Hon. Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware to
supplement the employment of PricewaterhouseCoopers LLP as tax
advisor to the Debtor, nunc pro tunc to May 2, 2014.

The Debtor requests entry of an order supplementing PwC's
retention to encompass certain additional services, nunc pro tunc
to May 2, 2014, in accordance with the terms and conditions of the
Audit Engagement Letter.  The Additional Services will be limited
in both scope and duration.

PwC served as the Debtor's independent auditor from 2004 to 2012.
In connection with the Debtor's upcoming filing of its Annual
Report for the year ended Mar. 31, 2014, the Debtor has requested
that PwC consent to the inclusion of PwC's audit report for the
fiscal year ended Mar. 31, 2012.  To provide such consent, PwC
will perform these services:

   -- obtain updated written representations covering the
      financial statements previously audited by PwC from certain
      members of management of the Debtor;

   -- obtain a representation letter from the successor
      accountants;

   -- perform other subsequent events procedures required by
      paragraphs PCAOB AU 508.71-.72 and PCAOB AU 711.11 of the
      Public Company Accounting Oversight Board (U.S.) interim
      auditing standards, as amended; and

   -- perform such other tasks as necessary in connection
      Therewith.

The hourly rates that PwC professionals will charge pursuant to
the Audit Engagement Letter are:

       Partner                         $730-$800
       Managing Director               $425-$575
       Senior Manager                  $425-$560
       Manager                         $325-$450
       Senior Associate                $245-$370
       Associate                       $170-$320

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

Mark Volker, partner of PwC, 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 Court for the District of Delaware will hold a hearing on the
application on Jul. 2, 2014, at 11:00 a.m.  Objections, if any,
are due Jun. 25, 2014, at 4:00 p.m.

PwC can be reached at:

       Mark Volker
       PRICEWATERHOUSECOOPERS LLP
       1075 Peachtree Street NE, Suite 2600
       Atlanta, GA 30309
       Tel: (678) 419-1000
       Fax: (678) 419-1239

                   About Exide Technologies

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

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

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

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

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

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

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


EVERTEC GROUP: S&P Assigns 'BB-' Rating to $400MM Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to EVERTEC Group LLC's proposed
$400 million senior secured notes due 2022.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.

The company will use proceeds from the new notes to repay its
existing term loan B due 2020.  The existing revolver and term
loan A recovery and issue-level ratings are unaffected by this
transaction.  S&P will withdraw the ratings on term loan B once
the deal closes.

S&P's 'BB-' corporate credit rating and stable outlook on the
company remain unchanged.

RATINGS LIST

EVERTEC Group LLC
Corporate Credit Rating                     BB-/Stable/--
  Senior Secured                             BB-
   Recovery Rating                           3

New Rating

EVERTEC Group LLC
$400 mil. senior secured notes due 2022     BB-
  Recovery Rating                            3


FISKER AUTOMOTIVE: Plan Confirmation Hearing on July 28
-------------------------------------------------------
The Bankruptcy Court approves the disclosure statement for the
second amended joint plan of liquidation of Fisker Automotive
Holdings, Inc., et al.

To the extent not withdrawn, settled, or resolved, any objections
to the approval are overruled.

The plan confirmation timeline is as follows:

   Event                                 Date
   -----                                 ----
   Publication Date                      June 16, 2014
   Solicitation Date                     June 16, 2014
   Voting Deadline                       July 16, 2014 at 4 p.m.
   Plan Objection Deadline               July 16, 2014 at 4 p.m.
   Deadline to File Confirmation Reply   July 23, 2014
   Deadline to File Voting Report        July 23, 2014
   Confirmation Hearing                  July 28, 2014 at 10 a.m.

                  Disclosure Statement Objections

Atlas Capital Management, LP, CK Investments, LLC, and PEAK6
Opportunities Fund LLC ask the Bankruptcy Court to deny approval
of the disclosure statement for the second amended joint plan of
liquidation of Fisker Automotive Holdings, Inc., and its related
debtors. They also point out that the ballot and solicitation
procedures are at best vague and ambiguous.

The objectors are plaintiffs in various complaints filed against
Fisker each pending in the United States District Court for the
District of Delaware:

   (a) Atlas Capital Management, LP v. Henrik Fisker, et al.
       Case No. 13-cv-02100-SLR;

   (b) CK Investments, LLC, et al. v. Henrik Fisker, et al., Case
       No. 14-cv-00118-UNA; and

   (c) PEAK6 Opportunities Fund LLC, et al. v. Henrik Fisker, et
       al., Case No. 14-cv-00119-UNA.

The plaintiffs are purchasers of preferred stock or membership
units in entities that exclusively purchased or held Fisker's
preferred stock.

Norman M. Monhait, Esq., at Rosenthal, Monhait & Goddess, P.A., in
Wilmington, Delaware, relates that the plaintiffs object to the
adequacy of the disclosure statement and solicitation procedures
on these grounds:

   (a) the disclosure statement fails to provide sufficient
       information to satisfy Section 1125(a) of the Bankruptcy
       Code and should not be approved;

   (b) the third party release, injunction and exculpation
       provisions are broad, ambiguous and improper and need to be
       clarified;

   (c) the solicitation procedures and ballots are discriminatory
       and improper to the extent they do not clearly and
       unambiguously address the impact of the third party release
       on creditors who are not entitled to vote on the plan or
       who may hold more than one claim;

   (d) the disclosure statement fails to provide an explanation
       for the indeterminate term of injunctions and stays beyond
       confirmation of the plan;

   (e) the disclosure statement fails to explain the absence of
       and the plan fails provide an adequate protocol for the
       preservation of the Fisker's books and records after
       confirmation; and

   (f) the disclosure statement fails to describe available
       insurance as it relates to the plaintiffs' claims asserted
       or to be asserted in the Chapter 11 cases and in the
       securities actions or disclose whether the plan intends to
       deny plaintiffs the right to proceed with their claims to
       the extent of available directors' and officers' liability
       insurance coverage, irrespective of any injunction or
       distribution under the plan.

                         Fisker Responds

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, argues that while the plaintiffs' objection
raises questions for plan confirmation, Fisker has nonetheless
supplemented the disclosures provided by their disclosure
statement specifically to address issues raised by the plaintiffs
and have filed a revised disclosure statement.

Mr. O'Neill notes that the revised disclosure statement
incorporates additional disclosures regarding the plaintiffs'
asserted claims, the plan's effect and pending claims and causes
of action, and voting creditors' ability to opt out of Fisker's
proposed third-party releases.

Accordingly, Fisker asks the Court to overrule the objection and
approve the revised disclosure statement because it satisfies the
requirements of Section 1125 of the Bankruptcy Code.

                    Committee Reserves Rights

The official committee of unsecured creditors reserves all of its
rights in connection with its plan objections pending its receipt
of the amended plan and disclosure statement.

The plaintiffs are represented by:

     Norman M. Monhait, Esq.
     ROSENTHAL, MONHAIT & GODDESS, P.A.
     919 N. Market Street, Suite 1401
     P.O. Box 1070
     Wilmington, DE 19899
     Tel: 302-656-4433
     Fax: 302-658-7567

          - and -

     Michael S. Etkin, Esq.
     Ira M. Levee, Esq.
     LOWENSTEIN SANDLER LLP
     65 Livingston Avenue
     Roseland, NJ 07068
     Tel: 973-597-2500
     Fax: 973-597-2400

          - and -

     Kurt B. Olsen, Esq.
     KLAFTER OLSEN & LESSER LLP
     1250 Connecticut Ave., N.W.
     Suite 200
     Washington, DC 20036
     Tel: 202-261-3553
     Fax: 202-261-3533

          - and -

     Todd S. Collins, Esq.
     BERGER & MONTAGUE, P.C.
     1622 Locust Street
     Philadelphia, PA 19103
     Tel: 215-875-3000
     Fax: 215-875-4604

The committee is represented by:

     Mark Minuti
     SAUL EWING LLP
     222 Delaware Avenue, Suite 1200
     P.O. Box 1266
     Wilmington, DE 19899
     Telephone: (302) 421-6840
     Facsimile: (302) 421-5873

          - and -

     William R. Baldiga, Esq.
     BROWN RUDNICK LLP
     Seven Times Square
     New York, NY 10036
     Telephone: (212)209-4800
     Facsimile: (212)209-4801

          - and -

     Sunni P. Beville, Esq.
     Nicolas M. Dunn, Esq.
     BROWN RUDNICK LLP
     One Financial Center
     Boston, MA 02111
     Telephone: (617)856-8200
     Facsimile: (617)856-8201

                     About Fisker Automotive

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

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

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

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

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

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

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

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

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

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

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

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

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

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


FITNESS INT'L: Moody's Assigns B2 CFR & Rates $2BB Bank Debt B1
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B3-PD Probability of Default Rating to Fitness International,
LLC ("LA Fitness"). Moody's also assigned a B1 rating to the
company's proposed $2 billion senior secured bank credit facility,
consisting of a $350 million revolver expiring 2018, a $150
million term loan A due 2018, and a $1,500 million term loan B due
2020. The rating outlook is stable. This is the first time Moody's
has rated LA Fitness and all ratings are subject to the execution
of the transaction as currently proposed and Moody's review of
final documentation.

Proceeds from the proposed bank facilities will be used to
refinance LA Fitness' existing $475 million of debt and purchase
the ownership units from one of the existing private equity
partners. Approximately $210 million of the $350 million revolver
will be drawn at close.

New Ratings Assigned:

Corporate Family Rating at B2

Probability of Default Rating at B3-PD

$350 million senior secured revolver due 2018 at B1 (LGD2, 23%)

$150 million senior secured term loan A due 2018 at B1 (LGD2, 23%)

$1,500 million senior secured term loan B due 2020 at B1 (LGD2,
23%)

Stable rating outlook

Ratings Rationale

LA Fitness' B2 Corporate Family Rating ("CFR") reflects the
company's relatively high leverage -- pro forma Moody's adjusted
debt/EBITDA is about 5.8 times for the LTM period ended March 31,
2014 -- which is high for a B2 rated entity per Moody's Business
and Consumer Services rating methodology and its negative trend in
comparable same store sales over the past year. Moody's expects
that free cash flow will be modest over the next two years as the
company continues to open new clubs and that permanent debt
reduction above and beyond required amortization will be minimal
over this time frame. The ratings also reflect the partial
ownership by private equity. The owners took a relatively large
dividend in 2013 and event risk related to another potential
dividend remains despite management owning a majority of the
company. The B2 CFR is supported by the company's large revenue
base, good geographic diversification, and good interest coverage
of about 2.0 times (EBITDA-capex/interest) including all capex and
about 4.0 times when only including maintenance capex. Also
considered is the company's strong EBITDA margin relative to
peers, good membership trends as the company has invested in
growing the number of clubs organically and through acquisitions,
strong free cash flow before growth capex, and the favorable long-
term fundamentals for the fitness industry.

LA Fitness has a good liquidity profile. Moody's expects the
company's cash balances and free cash flow will be sufficient to
cover interest, tax requirements, capex and required amortization
over the next 12 months. The company also has access to a $350
million revolver that expires in 2018 (approximately $210 million
will be drawn at closing).

LA Fitness' stable rating outlook reflects Moody's expectation
that operating performance will continue to improve over the next
year as the company expands the number of clubs and that free cash
flow will remain modestly positive despite a high level of growth
capex over the next two years.

The B1 rating assigned to LA Fitness' proposed senior secured bank
facility is one notch above the company's CFR. This reflects the
significant amount of lease rejection claims ranked below the
secured debt in the capital structure. The B3-PD Probability of
Default Rating reflects an above average 65% family recovery rate
utilized given the all bank debt capital structure, that the
revolver and term loans are secured by substantially all of the
company's assets, and the presence of financial maintenance
covenants.

Rating improvement would require LA Fitness to generate profitably
positive comparable store sales growth, reduce and sustain
debt/EBITDA below 5.0 times and maintain a good liquidity profile.
LA Fitness' ratings could be downgraded if the company is unable
to turn around negative comparable store sales trends, leading to
debt/EBITDA sustained above 6.0 times, EBITDA less capex coverage
of interest expense below 1.25 times (excluding discretionary
spending), or a material weakening of liquidity.

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.

Fitness International, LLC (LA Fitness) is the largest non-
franchised fitness club operator in the United States. As of March
31, 2014, the company operated 625 fitness clubs in 29 states
across the US, including 16 clubs in Ontario. Collectively, these
clubs served approximately 3.8 million members with revenues of
about $1.7 billion for the LTM period ended March 31, 2014.


FLEXTRONICS INT'L: S&P Affirms 'BB+' CCR & Revises Outlook to Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Singapore-based Flextronics
International Ltd.  S&P also revised its outlook to positive from
stable.

At the same time, S&P affirmed its 'BB+' issue ratings and '3'
recovery ratings on the company's unsecured debt issues.

"The outlook revision to positive from stable reflects our
expectation that Flextronics' ongoing and strategic revenue mix
shift will generate moderate profitability improvement and greater
operating performance predictability over the near-to-intermediate
term," said Standard & Poor's credit analyst Martha Toll-Reed.

In addition, S&P expects good cash flow will support a consistent
financial risk profile, despite the potential for near-term
revenue volatility.  S&P's ratings reflect Flextronics' "fair"
business risk profile, "intermediate" financial risk profile, and
S&P's revision of the company's liquidity profile to "strong" from
"adequate."  In addition, S&P views the industry risk as
"moderately high" and the country risk as "low."

The positive outlook reflects S&P's expectation that Flextronics'
strategic shift to more profitable and less volatile industry
segments will generate moderate EBITDA margin improvement, and
more consistent and predictable operating performance over the
near-to-intermediate term.  The outlook also reflects S&P's
expectation that Flextronics will maintain its intermediate
financial risk profile and moderate financial policies.

S&P could raise its ratings in the next 12 months if Flextronics
continues to improve the balance and profitability of its revenue
mix, with an increasingly diverse customer and end-market
presence.

S&P could revise our outlook to stable if Flextronics does not
generate relatively stable annual EBITDA levels and a more
balanced and profitable revenue mix over the rating horizon.


FLUX POWER: Converts Esenjay Debt Into Common Shares
----------------------------------------------------
Flux Power Holdings, Inc., on June 11, 2014, entered into a Loan
Conversion Agreement with Esenjay Investments LLC, the Company's
major stockholder and principal credit line holder, pursuant to
which the Company agreed to issue:

   (1) 12,100,000 shares of the Company's common stock (based on
       $0.24 per share); and

   (2) a warrant to purchase up to 1,900,000 shares of the
       Company's common stock for a term of 3 years at an exercise
       price of $0.30 per share to Esenjay, in exchange for the
       cancellation of a total principal amount of $2,586,000
       outstanding under the Secondary Revolving Promissory Note,
       the Bridge Loan Promissory Note and the Unrestricted Line
       of Credit, with Esenjay, plus $304,070 in accrued interest
       on such Principal Amount as of June 4, 2014.

Under the Conversion Agreement, Esenjay agreed to waive any
interests accrued on the Principal Amount after June 4, 2014, and
agreed to accept the Shares and Warrant as payment of Debt in
complete and full satisfaction.

Michael Johnson, the Company's director, is a director and
shareholder of Esenjay.

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

                        http://is.gd/WjAVkw

                          About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2013.  The independent auditors noted that the Company has
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $1.45
million in total assets, $4.30 million in total liabilities and a
$2.85 million total stockholders' deficit.

                         Bankruptcy Warning

"If we are unable to increase sales of our products or obtain
additional funding in the near future, our cash resources will
rapidly be depleted and we may be required to further materially
reduce or suspend operations, which would likely have a material
adverse effect on our business, stock price and our relationships
with third parties with whom we have business relationships, at
least until additional funding is obtained.  If we do not have
sufficient funds to continue operations, we could be required to
liquidate our assets, seek bankruptcy protection or other
alternatives that would likely result in our receiving less than
the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or some
of their investment in us," the Company stated in the quaterly
report for the period ended March 31, 2014.


FOREST LABORATORIES: S&P Puts 'BB+' Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' issue-level
ratings on Forest Laboratories Inc.'s unsecured notes on
CreditWatch with positive implications.  Actavis PLC is purchasing
Forest Laboratories Inc. and will provide a guarantee of Forest
Laboratories' $3 billion of unsecured notes.  The CreditWatch
placement reflects the likelihood that S&P will equalize Forest
Laboratories' senior unsecured issue-level ratings with Actavis'
senior unsecured issue-level ratings after this acquisition
closes.  The 'BB+' corporate credit rating is unchanged and the
outlook is stable.

RATINGS LIST
Forest Laboratories Inc.        BB+/Stable/--

Ratings On CreditWatch
                                To                 From
Forest Laboratories Inc.
  Unsecured notes               BB+/Watch Pos      BB+
   Recovery rating              4                  4


GENCO SHIPPING: Defends Plan As Equity Holders Keep Attacking
-------------------------------------------------------------
Law360 reported that Genco Shipping & Trading Ltd. attorneys said
that existing equity holders should be happy with the warrants
offered to them under the company's proposed restructuring plan,
saying board members fought to make sure equity holders received
as good a deal as possible.  According to the report, during the
first day of a trial over Genco's prepackaged bankruptcy plan,
U.S. Bankruptcy Judge Sean H. Lane heard testimony from a board
member and financial experts attesting to the credibility of the
valuations the plan.

BankruptcyData reported that Genco also filed with the U.S.
Bankruptcy Court a First Amended Prepackaged Plan of
Reorganization, which provides that in the event that, for any
reason, the Confirmation Order is not entered or the Effective
Date does not occur, the Debtors, the Backstop Parties, the
Prepetition 2007 Facility Lenders, the Prepetition $253 Million
Facility Lenders, the Prepetition $100 Million Facility Lenders,
and the Convertible Noteholders reserve all of their respective
rights with respect to any and all disputes resolved and settled
under the Plan.

According to BData, the Company also filed with the Court the
following revised supplements for the Plan:

   * Exhibit 2: amended and restated $253 million credit
     agreement,

   * Exhibit 2A: redline of the amended and restated $253 million
     credit agreement,

   * Exhibit 3: amended and restated $100 million credit
     agreement,

   * Exhibit 3A: redline of the amended and restated $100 million
     credit agreement,

   * Exhibit 4: new Genco charter,

   * Exhibit 4A: redline of the new Genco charter,

   * Exhibit 5: new Genco by-laws,

   * Exhibit 5A: redline of the new Genco by-laws, and

   * Exhibit 8: identity of the officers and members of the new
     board of reorganized Genco.

                 About Genco Shipping & Trading

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic Trading
Limited's fleet, Genco Shipping owns a fleet of 53 drybulk
vessels, consisting of nine Capesize, eight Panamax, 17 Supramax,
six Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, Genco
Shipping's subsidiary Baltic Trading Limited currently owns a
fleet of 13 drybulk vessels, consisting of four Capesize, four
Supramax, and five Handysize vessels.

Genco Shipping & Trading sought bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a
prepackaged financial restructuring that is expected to reduce the
Company's total debt by $1.2 billion and enhance its financial
flexibility.  The company's subsidiaries other than Baltic Trading
Limited (and related entities) also sought bankruptcy protection.

Genco, owned and controlled by Peter Georgiopoulos, disclosed
assets of $2.448 billion and debt of $1.475 billion as of Feb. 28,
2014.

Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer
Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy
counsel.  Blackstone Advisory Partners, L.P., is the financial
advisor.  GCG Inc. is the claims and notice agent.

Wilmington Trust, N.A., in its capacity as successor
administrative and collateral agent under a 2007 credit agreement,
is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at
Milbank Tweed Hadley & McCloy LLP.

Credit Agricole Corporate & Investment Bank, as agent and security
trustee under an August 2010 Loan Agreement; Deutsche Bank
Luxembourg S.A., as agent, and Deutsche Bank AG Fillale
Deutschlandgeschaft, as security agent and bookrunner under the
August 2010 Loan Agreement, are represented by Alan Kornberg,
Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP.  Paul Weiss also represents
the Pre-Petition $100 Million and $253 Million Credit Facilities.

The Bank of New York Mellon, the indenture trustee for Genco's
5.00% Convertible Senior Notes due Aug. 15, 2014, and the
informal group of 5.00% Convertible Senior Notes due August 15,
2014, are represented by Michael Stamer, Esq., and Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Akin Gump
also represents the Informal Convertible Noteholder Group.

Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta,
Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP.

Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc
Consortium of Equity Holders.

Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq.,
Washington, DC, represents Deutsche Bank as Pre-Petition Lender,
and Credit Agricole, Corporate Investment Bank, as Post-Petition
Bankruptcy Lender.

Dechert LLP's Allan S. Brilliant, Esq., represents the Entities
Managed by Aurelius Capital Management, LP.

The U.S. Trustee has appointed an Official Committee of Equity
Security Holders.  The Equity Committee members are (1) Aurelius
Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic
Partners, LP.  It is represented by Steven M. Bierman, Esq.,
Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan,
Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP.

Genco has filed a motion to disband the Equity Committee,
complaining that it is unnecessary and wasteful of the estates'
resources.


GENERAL MOTORS: Defect Recall Delay Probed by Connecticut, Florida
------------------------------------------------------------------
Andrew Harris and Christie Smythe, writing for Bloomberg News,
reported that General Motors Co.'s delayed decision to recall
almost 2.6 million cars for ignition-switch defects is being
investigated by attorneys general in Florida, Connecticut and at
least six more states.  According to the report, attorneys general
in Connecticut, Indiana, Arkansas, Illinois, Iowa, Kentucky and
Louisiana are also investigating, representatives from their
offices confirmed.  Separately, federal prosecutors in Manhattan
are running a probe, the report said, citing a person familiar
with the matter.

                       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: CEO to Testify Before House Panel
-------------------------------------------------
Neal E. Boudette, writing for The Wall Street Journal, reported
that General Motors Co. Chief Executive Mary Barra is set to tell
a congressional subcommittee this week that she would confront the
auto maker's internal problems and make the tough changes needed
to improve its record on safety.

"I know some of you are wondering about my commitment to solve the
deep underlying cultural problems" detailed last week by an
outside investigation of a troubled recall of a defective ignition
switch, Ms. Barra will tell members of the House Energy and
Commerce committee, the Journal said, citing a written testimony
released ahead of her appearance before the House.

                       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.


GENEX HOLDINGS: Moody's Assigns 'B3' CFR Following Buyout
---------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3-PD probability of default rating to Genex
Holdings, Inc. ("GENEX"). Moody's has also assigned ratings to the
credit facilities issued to help fund the June 2014 leveraged
buyout of the company by funds advised by Apax Partners for $453
million. The rating outlook is stable.

Ratings Rationale

GENEX's ratings reflect the company's strong market position in
workers' compensation case management services, national network
of nurses and case managers, stable revenues, and healthy free
cash flow. The managed care business provides GENEX with
consistent fee-based revenue based on multi-year contracts with
its customers. These strengths are offset by aggressive financial
leverage and limited fixed charge coverage following the buyout
and relatively high concentration of revenue tied to claims volume
in the workers' compensation insurance market.

"GENEX's ratings reflect its very good cash flow as well as its
stable revenues and earnings from its national presence and
expertise in workers' compensation managed care services," said
Enrico Leo, Moody's lead analyst for GENEX. "While financial
leverage is elevated following the buyout, Moody's expect EBITDA
margins to remain in low double digits with credit metrics
improving over the next 12-18 months."

The financing arrangement includes a $190 million first-lien term
loan and a $30 million first-lien revolving credit facility
(undrawn at closing), both rated B1, and a $90 million second-lien
term loan, rated Caa2. Other funding sources include proceeds from
the sale of GENEX's physical therapy and medical diagnostics
business to One Call Care Management and sponsor-contributed and
management rollover equity. Proceeds were used to purchase all of
GENEX's outstanding common stock, repay its existing debt and to
pay related fees and expenses.

Moody's also withdrew GENEX's existing ratings including: B2
corporate family rating, B2-PD probability of default rating, as
well as the B1 first-lien and Caa1 second-lien ratings, as the
credit facilities were repaid and terminated.

Factors that could lead to an upgrade of GENEX's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
greater than 4%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 8x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest less than 1.2x, and (iii) free-cash-
flow-to-debt ratio below 2%.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments):

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $30 million first-lien revolving credit facility B1
  (LGD3, 32%);

  $190 million first-lien term loan B1 (LGD3, 32%);

  $90 million second lien term loan Caa2 (LGD5, 84%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 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.

Based in Wayne, PA, GENEX is a leading provider of managed care
services nationally. In addition to its case management services,
GENEX provides medical cost containment and related services.
GENEX generated total revenues of $396 million in 2013 based on
consolidated GAAP financial statements.


GLOBAL GEOPHYSICAL: Officers and Directors Look to Tap Insurance
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Geophysical Services Inc.'s current and former
officers and directors want the bankruptcy judge to give them
access to the directors' and officers' insurance to pay their
expenses in defending lawsuits and an investigation by the
Securities and Exchange Commission.

According to the report, citing court papers, the provider of
seismic data for the oil and gas drilling industry has $25 million
in D&O policies.  Executives of the Missouri City, Texas-based
company said that the insurer with the primary policy has agreed
to advance defense costs and that Global doesn't object to their
request, the report related.

The $200 million in 10.5 percent senior unsecured notes traded at
10:59 a.m. on June 11 for 41.5 cents on the dollar, the Bloomberg
report said, citing Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The notes are down from
their post-bankruptcy high of 63.5 cents on April 2, the report
related.

             About Global Geophysical, Autoseis et al.

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

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

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

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

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


GLOBAL PARTNERS: Moody's Rates $375MM Senior Unsecured Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Global
Partners LP, including a B1 Corporate Family Rating (CFR) and a B2
rating to its proposed offering of $375 million of senior
unsecured notes due 2022, co-issued by GLP finance Corp. Moody's
also assigned a SGL-3 Speculative Grade Liquidity rating to
Global. The proceeds from the proposed notes offering will be used
to repay revolver drawings and repay its existing senior unsecured
notes. The rating outlook is stable.

Rating Assignments:

$375 Million Senior Unsecured Notes due in 2022, Rated B2
(LGD 5, 75%)

Corporate Family Rating of B1

Probability of Default Rating of B1-PD

Speculative Grade Liquidity rating of SGL-3

"Global's ratings benefits from the management team's long
operating history in distribution of refined products in the US
Northeast, which helps to offset some of the risks inherent in
both its business distribution and master limited partnership
corporate finance model," commented Gretchen French, Moody's Vice
President.

Ratings Rationale

Global's B1 CFR is supported by the company's track record and
seasoned management team, both as a MLP and prior to going public
as a family owned business with several decades of operating
experience in refined product distribution. The B1 rating is
further supported by Global's strong market presence in the
Northeast US and the relatively more stable income and low working
capital needs associated with its retail gasoline supply and
station operations businesses. The rating also reflects the
company's relatively conservative management of distributions to
limited partners, and the low entry costs and the funding of its
growth into crude oil distribution and logistics with a meaningful
amount of retained cash flow.

The B1 CFR is restrained by Global's exposure to characteristics
typical in the distribution business: low margins, exposure to
volatile commodity prices and working capital intensity, which
results in highly elevated debt balances during periods of high
commodity prices and losses on working inventory levels with the
commodity markets are in backwardation. The rating also considers
the company's material geographic concentration in the mature
Northeast US and the risks associated with the company's MLP
corporate finance model.

The B2 rating on the proposed senior unsecured notes reflects both
the overall probability of default of the company, to which
Moody's assigns a Probability of Default Rating of B1-PD, and a
loss given default of (LGD 5, 75%). The proposed notes will be
guaranteed by substantially all of Global's operating
subsidiaries, except for Basin Transload LLC. The notes are rated
one notch below the B1 CFR, reflecting the contractual
subordination and smaller size of the notes relative to the
company's secured bank credit facility, which is secured by
substantially all the assets of the firm. Moody's have utilized a
one-notch override of our LGD methodology in determining the
rating on the notes. Moody's believe that Global's fixed assets,
based on third-party appraisals above book value, provide some
additional value to the note holders, as the lion's share of
secured debt borrowings are supported by highly liquid inventories
and receivables.

Global's SGL-3 Speculative Grade Liquidity rating indicates an
adequate liquidity profile, reflecting its MLP corporate finance
model and high working capital needs of its wholesale distribution
businesses. The company's liquidity profile faces the risk of
substantial working capital needs over a relatively short time
frame as a result of the size and speed at which commodity prices
can change. Global has a $1.625 billion credit agreement that
matures on April 30, 2018. There are two facilities under the
agreement: a $1 billion working capital and letter of credit
revolver subject to a borrowing base calculation and a $625
million revolver for acquisitions and general corporate purposes.
Moody's believe that Global's working capital revolver is
adequately sized to meet its near term liquidity needs. The credit
agreement contains several financial covenants, including a
maintenance of minimum working capital levels, minimum interest
coverage ratio, maximum senior secured leverage ratio, and maximum
total leverage ratio. Moody's expect Global to maintain good
covenant compliance through 2015.

The stable rating outlook reflects Moody's view that management
will continue to prudently manage its liquidity profile and
commodity price exposure and will fund material capital projects
or acquisitions with either a meaningful equity or retained cash
flow funding component.

A rating upgrade is possible if Global demonstrates that it can
consistently maintain debt/EBITDA below 4x while successfully
executing on its growth strategy. In addition, meaningful growth
into more durable, fee-based businesses could also support a
positive rating action.

The rating could be downgraded if Global experiences a
deterioration in liquidity, if it's margins faced compression for
an extended period of time or a primarily debt financed
acquisition increases financial leverage on a sustained basis
above 6x debt/EBITDA.

The principal methodology used in this rating was the Global
Midstream Energy 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.

Global Partners LP is a master limited partnership headquartered
in Waltham, Massachusetts.


GLOBAL PARTNERS: S&P Assigns 'B+' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-
term corporate credit rating to Global Partners L.P., a master
limited partnership (MLP) focused in the midstream energy sector.
The outlook is stable.  At the same time, Standard & Poor's
assigned its 'B+' issue-level rating and '4' recovery rating to
Global's proposed $375 million senior unsecured notes due 2022,
indicating that unsecured creditors can expect average (30%-50%)
recovery in the event of a default.  S&P also assigned a 'BB'
issue-level rating and a '1' recovery rating to the partnership's
existing $1.6 billion revolving credit facility, indicating that
creditors can expect very high (90%-100%) recovery.

The ratings on Global reflect S&P's view of a "weak" business risk
and "aggressive" financial risk profile.  "We believe key factors
for the business risk include the partnership's highly
competitive, operationally intensive, low-profit-margin refined
product marketing business, which the relative cash flow stability
of its retail gasoline stations partially offsets," said Standard
& Poor's credit analyst Nora Pickens.  "The aggressive financial
risk profile incorporates our assessment of Global's substantial
working capital needs and the MLP structure, which gives the
partnership incentive to distribute to unitholders quarterly
substantially all free cash flow after maintenance capital
expenditures," Ms. Pickens added.

Although small, S&P views Global's operating profit to be
generally stable.  The partnership does not have a meaningful
number of long-term customer contracts, but it plays a critical
role in distributing petroleum products in the U.S. Northeast.
Global can still face the risk of volume declines, particularly if
winter weather turns mild and affects heating oil demand, or if
gasoline and diesel prices soar, causing demand destruction.  Even
so, S&P believes the partnership has performed well through
periods of challenging commodity conditions.  Global benefits from
its long-standing relationships in the Northeast with its
suppliers and customers which, in S&P's view, provides the
business with a competitive advantage.

The partnership's cash flow comes primarily from its Wholesale
(45% of estimated 2014 gross margin) and Gasoline Distribution and
Station Operation (50%) segments.  The Wholesale segment engages
in the terminaling and marketing of crude and refined petroleum
products, primarily gasoline and distillates (heating oil,
kerosene, diesel).  Although Global maintains an established
foothold in the Northeast, with 20 owned or leased terminals and
10 million barrels of storage capacity, it remains a small player
compared with industry peers.  The terminaling business is
logistically complex and requires active management of daily
operations.  The partnership generates profits by purchasing
refined petroleum products; holding them in storage for a short
period; and selling them, usually for 3 to 5 cents per gallon,
making a small margin above cost.  This segment also houses Basin
Transload LLC (a 60% interest), two rail loading facilities in
North Dakota with a combined capacity of 160,000 barrels per day,
and an Oregon-based biorefinery and transloading complex.  These
assets add a modest level of geographic diversity in addition to
cash flow stability achieved through a five-year take or pay
agreement with Phillips 66.  The two assets create a virtual
pipeline and allow Global's customers to ship product east (to the
Albany facility) or west in four-to-five days, which is generally
faster than peers.  S&P expects the partnership to pursue growth
projects, such as its recently announced interconnect with
Tesoro's High Plains Pipeline and Summit Midstream's Meadowlark
gathering system, that focus on improving sourcing and delivery
options to its North Dakota assets.

The stable outlook reflects S&P's view that Global will continue
to generate thin profits without taking commodity price risk,
manage its large working capital needs appropriately, maintain
EBITDA to interest above 3.0x, and maintain and debt-to-EBITDA
(including working capital borrowings) of 4.5x-5.0x.  An upgrade
is possible if the partnership improves its asset and geographic
diversity while maintaining EBITDA-to-interest coverage above 4.0x
and debt-to-EBITDA (including working capital borrowings) of less
than 4.5x.  S&P could lower the ratings in the next two years if
Global has difficulties in managing its working capital
requirements, faces unexpected operating difficulties, or makes a
large acquisition that weakens the financial risk profile such
that its EBITDA interest ratio falls below 2.5x and debt-to-EBITDA
rises above 5.0x.


GORDON PROPERTIES: Wants to Sell Restaurant Unit to MFR for $3MM
----------------------------------------------------------------
Gordon Properties, LLC, seeks the Bankruptcy Court's permission to
sell a pad-site commercial condominium unit occupied by Mango
Mike's Restaurant -- more specifically identified as Unit 001, at
the Forty Six Hundred Condominium, located at 4580 Duke Street,
Alexandria, Virginia.

The Debtor entered into a sale agreement for the sale of the
Property to MFR Investments, Inc. for $3,000,000.

A $50,000 initial deposit will be paid within three days of the
Bankruptcy Court approval of the sale and an additional $100,000
deposit will be paid within three says of expiration of the
Inspection Period.

The Inspection Period is 90 days following the Bankruptcy Court
approval, subject to a 30-day extension.  During this period, the
Buyer may cancel the Agreement for any reason or no reason and
receive a full refund of any deposits.

The First Owners' Association (FOA) of Forty Six Hundred
Condominium, Inc. has claims and liens related to the Property and
they are subject to a bona fide dispute.  Pursuant to the Debtor's
proposed Plan of Reorganization, in the event the Debtor proposes
to sell any of its assets, it will deposit into escrow an amount
of sale proceeds necessary to ensure payment of the FOA Claim.

                       Owners' Group Reacts

Indeed, the First Owners' Association (FOA) of Forty Six Hundred
Condominium, Inc. filed papers with the Court, urging the Court to
direct the Debtor to deposit sale proceeds in the amount of
$1,000,000 into the Debtor's escrow account to ensure payment of
FOA's Claim plus attorney's fees and FOA's judgment against
Condominium Services, Inc. pending entry of final, non-appealable
orders.

The FOA is represented by John T. Donelan, Esq., of 125 South
Royal Street, Alexandria, Virginia 22314.

                  About Gordon Properties, LLC

Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium
units in The 4600 Condominium, a high-rise apartment building with
both residential and commercial units.  Gordon Properties'
ownership of these condos represents about a 20% interest in the
Forty Six Hundred Condominium project -- http://foa4600.org/-- in
Alexandria.  Gordon also owns all of the equity of a subsidiary,
Condominium Services, Inc., which operates as a condominium
management company.

Gordon Properties is owned by related family members, Bryan Sells,
Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay
Wilson and Julia Langdon.  The company was created in 2002 to take
title to the Condo Units which had been held in a trust that was
created under the will of Bryan Gordon following his death.  Bryan
Gordon was the grandfather of the four members of the Debtor.

Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald
F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va.
Gordon Properties disclosed $11,149,458 in assets and $1,546,344
in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010.  It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GSE ENVIRONMENTAL: Case Back on Track After Key Creditor Deal
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GSE Environmental Inc., the Houston-based producer of
liners for environmental and waste management containment, will
soon be soliciting votes on its Chapter 11 reorganization plan
after settling with the creditors' committee and holders of first-
lien notes.  According to the report, the creditors' committee
withdrew its request to slow down the hearing on approval of
disclosure materials in exchange for modifications to the plan
that benefit its constituents.

BankruptcyData reported that GSE Environmental filed with the U.S.
Bankruptcy Court an Amended Chapter 11 Plan of Reorganization and
related Disclosure Statement, which provides that the Plan
contemplates a substantial reduction in the Debtors' funded debt
obligations by satisfying the approximately $173.4 million of
principal obligations under the First Lien Credit Facility with
New Equity.  The Plan also (a) provides for payment in full of
claims of all of the Debtors' trade creditors that agree (i) to
return to trade terms no less advantageous to the Debtors than
those in place twelve months before the Petition Date and (ii) to
maintain those trade terms for twelve months after the Effective
Date (provided that the Debtors meet their obligations with
respect to any such terms), and (b) provides for an amount of Cash
for other General Unsecured Claims, which the Debtors believe
should be sufficient to either pay in full or pay a substantial
percentage distribution on such claims, provided that no
unanticipated Claims exist and are allowed and further provided
that all trade creditors make the election or execute a Qualified
Vendor Support Agreement...in order to be included in Class 4
Qualified Unsecured Trade Claims.

                    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.


HELLER EHRMAN: Ruling Challenges Claims by Failed Law Firms
-----------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
in a decision likely to influence future litigation over failed
law firms, U.S. District Judge Charles Breyer in San Francisco
ruled that the defunct Heller Ehrman LLP has no right to profits
from unfinished legal work its ex-partners brought to their new
firms.

According to the report, Judge Breyer rejected the theory behind
those claims -- which bankruptcy trustees have used to recover
millions on behalf of creditors left in the lurch when law firms
fail -- and dismissed the Heller trustee's lawsuits against law
firms Davis Wright Tremaine LLP, Jones Day, Foley & Lardner LLP
and Orrick, Herrington & Sutcliffe LLP.

The decision, according to the Journal, could bolster arguments
made by big law firms that hired partners from bankrupt rivals,
then pushed back against claims for the profits from legal work
that originated at the failed firms.  Forcing partners' new
employers to pay the money back to a failed firm's creditors, they
say, unfairly restricts lawyers' mobility and clients' right to
hire whatever lawyers they please, the Journal said.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.


HIGH MAINTENANCE: Delays Confirmation Hearing to July 30
--------------------------------------------------------
High Maintenance Broadcasting LLC and its affiliates asked the
Bankruptcy Court continuing the confirmation hearing from June 13,
2014, and resetting it on July 30, 2014, at 9:00 a.m.

The Debtors say they cannot confirm the Plan without the
noteholders' supporting votes.  Given the possibility that the
noteholders' plan objection may be resolved in the course of the
claim litigation, the Debtors decided to delay the confirmation
hearing until after the claim objection trial in order to
facilitate a consensual resolution of their dispute with the
Noteholders or, if necessary, to enforce the terms of the mediated
term sheet  (MTS).

At a mediation held in Dallas, Texas, on Oct. 24, 2013, the
Debtors, their largest creditors, and the Debtors' equity owners
agreed to an MTS that set forth the framework for a consensual
joint plan of reorganization.  The MTS obligates the parties to
the MTS to support a joint plan of reorganization proposed by the
Debtors provided that it is consistent with the terms of the MTS.

On Jan. 6, 2014, the Debtors filed a Disclosure Statement and
Joint Plan of Reorganization that the Debtors believe is
consistent with the terms of the MTS.  Among other things, the
Plan provides for the substantive consolidation of the Debtors'
estates for the purposes of distributions under the Plan, which
the Debtors believe is required under the MTS.

On Feb. 13, 2014, the noteholders filed a limited objection to the
Plan asserting that the Debtors should not be substantively
consolidated.  In general, the noteholders disagree that the MTS
requires substantive consolidation and believe that consolidation
would be unfair to creditors.  Thus, while the parties continue to
agree on the substantive terms of the Plan, they currently
disagree on the means of implementation.

In addition, the noteholders have filed an objection to the claim
of Fred Hoffmann, an insider and creditor of the Debtors.  The
noteholders' objection to Mr. Hoffinann's was set for hearing on
June 9, 2014.  However, the Court recently continued the hearing
to July 1-2, 2014.  The Noteholders have indicated that they may
withdraw their objection to the Plan if their objection to Mr.
Hoffmann's claim is resolved in their favor.

              About High Maintenance Broadcasting and
                          GH Broadcasting

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

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

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

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

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

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


HIGH MAINTENANCE: Wants 30 More Days of Plan Exclusivity
--------------------------------------------------------
High Maintenance Broadcasting LLC and its affiliates ask the
Bankruptcy Court to extend the exclusive period to solicit
acceptances of their Chapter 11 plan until Aug. 13, 2014.

Absent an extension, the Debtors' exclusive period to confirm a
plan of reorganization under Section 1121(c)(3) of the Bankruptcy
Code expires on July 13, 2014.  Because the Debtors have sought an
approximately 30-day continuance of the confirmation hearing, the
Debtors seek a corresponding 30-day extension of this exclusivity
period.

Until receiving the Noteholders' objection, the Debtors were on
track to confirm their Plan on a consensual basis well within the
exclusivity period.  However, the unexpected disagreement
regarding the MTS and the means of implementation of the Plan has
delayed an otherwise consensual confirmation.  Accordingly, the
Debtors seek a brief extension of the exclusivity period in order
to address the issues raised by the Noteholders' objection, to
resolve the parties' disagreement over the implementation of the
Plan, and to confirm the Plan on a consensual basis if possible.

              About High Maintenance Broadcasting and
                          GH Broadcasting

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

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

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

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

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

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


HILTON WORLDWIDE: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Hilton Worldwide Holdings Inc. to positive from stable.  The 'BB-'
corporate credit rating on the company was affirmed.

At the same time, S&P revised its recovery rating on Hilton
Worldwide Finance LLC's senior secured credit facilities to '1'
(90% to 100% recovery expectation) from '2' (70% to 90% recovery
expectation) and raised its issue-level rating on these loans to
'BB+' from 'BB', in accordance with S&P's notching criteria.

In addition, S&P affirmed its 'B' issue-level rating on the
company's senior notes.  The recovery rating on the debt remains
'6' (0%-10% recovery expectation).

The revised senior secured recovery rating reflects a lower amount
of secured debt outstanding under S&P's simulated default scenario
as a result of voluntary prepayments of the term loan and S&P's
assumption that the company will repay debt maturing over the 2014
to 2017 period with internal cash flow or borrowings under the
revolver.  This results in improved recovery prospects for the
credit facilities, enough to warrant a recovery rating of '1'.

The outlook revision to positive reflects our belief that over the
near term, Hilton could improve total adjusted debt to EBITDA to
below 6x.  Once S&P is confident Hilton can sustain this measure
of leverage below 6x over the lodging cycle, it could raise the
rating one notch.  S&P expects good revenue per available room
(RevPAR) growth and operating performance at Hilton through 2015,
and for Hilton to continue to reduce its high leverage over time
using free cash flow for debt repayment.  In addition, Hilton has
outperformed S&P's operating and credit measure expectations the
past few quarters, primarily because of an improving EBITDA
margin, and S&P has updated its forecast through 2015 to reflect
good RevPAR performance and higher-than-anticipated debt
repayment.  In the first-quarter 2014, Hilton increased EBITDA 19%
through strong group bookings, positive operating leverage from
average daily rate (ADR) representing the majority of RevPAR
growth, and expense control.  In the 12 months ended March 2014,
Hilton improved S&P's measure of its reported EBITDA margin
(including share-based compensation but not including FF&E
reserves, Hilton's pro rata share of joint venture EBITDA, legal
and restructuring expenses, or minority interests) nearly 300
basis points to about 32%.  Total adjusted debt to EBITDA improved
to the low-6x area as of March 2014, representing about a one-half
turn lower level of leverage than S&P had anticipated.

S&P could lower ratings one notch in the event that Hilton's
operating performance significantly underperforms its expectations
and its total adjusted debt-to-EBITDA ratio remains above 7x.
While unlikely through 2015, this could occur following an
unexpected global economic downturn that meaningfully impairs
RevPAR and EBITDA.


INTERMODAL EQUIPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Intermodal Equipment Logistics, LLC
        1560 W. Bay Area Blvd.
        Friendswood, TX 77546

Case No.: 14-33371

Chapter 11 Petition Date: June 16, 2014

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

Judge: Hon. Karen K. Brown

Debtor's Counsel: Johnie J Patterson, Esq.
                  WALKER & PATTERSON,P.C.
                  P.O. Box 61301
                  Houston, TX 77208-1301
                  Tel: 713-956-5577
                  Fax: 713-956-5570
                  Email: jjp@walkerandpatterson.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James W. Perouty, managing member.

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


INTERNET BRANDS: Moody's Rates New $195MM 2nd Lien Debt 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Internet
Brands, Inc.'s proposed senior secured first-lien debt facility
($435 million first-lien term loan due 2021, $50 million delayed
draw first-lien term loan due 2021 and $75 million revolving
credit facility due 2019) and Caa1 rating to the new $195 million
second-lien term loan facility maturing 2022. In connection with
this rating action, Moody's lowered Internet Brands' Corporate
Family Rating (CFR) to B2 from B1 and affirmed the Probability of
Default Rating (PDR) at B2-PD. The rating outlook is stable.

Proceeds from the new credit facilities plus $554 million of
equity (including approximately $40 million of management rollover
equity) will be used to finance the leveraged buyout (LBO) of
Internet Brands by private equity firm Kohlberg Kravis Roberts &
Co. L.P. ("KKR" or the "equity sponsor") from Hellman & Friedman
("H&F") for a total purchase price of approximately $1.125 billion
(net of balance sheet cash and excluding transaction fees and
expenses, estimated to total about $50 million). The new credit
facilities will replace the existing debt capital structure ($324
million outstanding term loan B and $50 million revolver) and fund
at closing. However, the delayed draw first-lien term loan is
scheduled to fund after closing to coincide with planned
acquisitions.

Two parent holding companies named Micro Holding Corp. and MH Sub
I, LLC will be co-issuers of the new credit facilities and will be
jointly and severally liable for the debt obligations. Internet
Brands is a wholly-owned subsidiary of Micro Holding Corp. and
together with MH Sub I, LLC will hold the operating assets of the
company. Internet Brands will provide an upstream guarantee of the
credit facilities while the direct parent and certain indirect
parent entities of Micro Holding Corp. and MH Sub I, LLC will
provide downstream guarantees.

Ratings Assigned:

Issuers: Micro Holding Corp. and MH Sub I, LLC

  $75 Million Revolving Credit Facility due 2019 -- B1
  (LGD-3, 35%)

  $435 Million First-Lien Term Loan due 2021 -- B1 (LGD-3, 35%)

  $50 Million (Delayed Draw) First-Lien Term Loan due 2021 -- B1
  (LGD-3, 35%)

  $195 Million Second-Lien Term Loan due 2022 -- Caa1 (LGD-5,
  87%)

Ratings Downgraded:

Issuer: Internet Brands, Inc.

  Corporate Family Rating to B2 from B1

Ratings Affirmed:

Issuer: Internet Brands, Inc.

  Probability of Default Rating at B2-PD

For companies whose debts are sourced from two different lender
classes, Moody's generally assumes a mean family recovery rate of
50% under the Loss Given Default (LGD) Methodology, which results
in the affirmation of the PDR at B2-PD following the downgrade of
the CFR to B2. The assigned ratings are subject to review of final
documentation and no material change in the size, terms and
conditions of the transaction as advised to Moody's. Moody's will
withdraw the B1 ratings and LGD assessments on the existing credit
facilities upon their full repayment and extinguishment.


ISTAR FINANCIAL: Issues $1.3 Billion of Senior Notes
----------------------------------------------------
iStar Financial Inc., on June 13, 2014, issued (i) $550 million
aggregate principal amount of the Company's 4.00% senior notes due
2017; and (ii) $770 million aggregate principal amount of the
Company's 5.00% senior notes due 2019.

The Notes were issued pursuant to a base indenture, dated as of
Feb. 5, 2001, as amended and supplemented by a supplemental
indenture with respect to the 2017 Notes, dated as of June 13,
2014, between the Company and U.S. Bank National Association, and
a supplemental indenture with respect to the 2019 Notes, dated as
of June 13, 2014, between the Company and the Trustee.  The Notes
are unsecured, senior obligations of the Company and rank equally
in right of payment with all of the Company's existing and future
unsecured, unsubordinated indebtedness.

The Notes were issued at 100% of their principal amounts.  The
2017 Notes bear interest at an annual rate of 4.00% and mature on
Nov. 1, 2017.  The 2019 Notes bear interest at an annual rate of
5.00% and mature on July 1, 2019.  The Company will pay interest
on the 2017 Notes on each May 1 and November 1, commencing on
Nov. 1, 2014.  The Company will pay interest on the 2019 Notes on
each January 1 and July 1, commencing on Jan. 1, 2015.

The Company may redeem some or all of the 2017 Notes at any time
and from time to time at a price equal to 100% of the principal
amount thereof, plus the applicable "make-whole" premium and
accrued but unpaid interest, if any, to, but excluding, the date
of redemption.  If the 2017 Notes are redeemed on or after Aug. 1,
2017, the redemption price will not include the "make-whole"
premium.  In addition, prior to Aug. 1, 2017, the Company may
redeem up to 35% of the 2017 Notes using the proceeds of certain
equity offerings at a redemption price equal to 104.00% of the
principal amount of the Notes redeemed plus accrued but unpaid
interest, if any, to, but excluding, the date of redemption.

A full-text copy of the Underwriting Agreement is available for
free at http://is.gd/ouAhDg

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

As of March 31, 2014, the Company had $5.48 billion in total
assets, $4.21 billion in total liabilities, $11.35 million in
redeemable noncontrolling interest and $1.26 billion in total
equity.

                            *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JAMES RIVER: Up to $2.7 Million in Executive Bonuses Approved
-------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that a judge said James River Coal Co. can pay up to $2.7 million
in bonuses to its top executives, rejecting a challenge to the
payments by the federal government's bankruptcy watchdog.

According to the report, Judge Kevin R. Huennekens of the U.S.
Bankruptcy Court in Richmond, Va., said that James River could pay
the bonuses to nine top executives and approved a separate set of
bonuses for 39 non-executives, with that pool totaling up to $1.4
million.  U.S. Trustee Judy A. Robbins objected to the executive
bonus plan because Mr. Huennekens said details of the bonuses
could be filed confidentially with the court for competitive
reasons, the report related.

                         About James River

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

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

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

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

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

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


JAMES RIVER: Bonus Plans Face U.S. Trustee Opposition
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee opposed James River Coal Co.'s
proposed bonus payments totaling close to $5 million to a nine-
member group of senior managers, mine operations heads and 39
lower-level employees, complaining that approval to pay the
bonuses less than two months into the Chapter 11 case is
"premature" and should be delayed to allow parties time to
evaluate the propriety of the proposed bonuses.

According to the report, the U.S. Trustee also opposes the
company's request to file critical information under seal,
including the identities of participants, bonus amounts and the
benchmarks that James River Coal must achieve to trigger the
bonuses.

The $47.3 million in 4.5 percent senior unsecured convertible
notes due in 2015 last traded on June 2 for 8 cents on the dollar,
up from 4.25 cents on May 9, the report said, citing Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.  The $270 million in 7.875 percent senior unsecured
notes due in 2019 sold for 12.72 cents on the dollar on June 3, up
from 9.65 cents on May 28, according to Trace, the report further
related.

                         About James River

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

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

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

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

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

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


JAZZ ACQUISITION: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default to Jazz Acquisition, Inc.
("Wencor"). Concurrently, Moody's assigned the following
instrument ratings: B2 to the company's proposed $65 million
senior secured, first lien revolving credit facility; B2 to the
$320 million senior secured, first lien term loan; and Caa2 to the
proposed $155 million second lien term loan. Proceeds from the
offering, along with a $420 million sponsor equity contribution
will be used to fund the acquisition of Wencor for approximately
$860 million. The rating outlook is stable.

Assignments:

Issuer: Jazz Acquisition, Inc.

  Corporate Family Rating, assigned B3

  Probability of Default, assigned B3-PD

  $65 million first lien revolving credit facility due 2019,
  assigned B2-LGD3, 35%

  $320 million first lien term loan due 2021, assigned B2-LGD3,
  35%

  $155 million second lien term loan due 2022, assigned Caa2-
  LGD5, 86%

Rating outlook: stable

Ratings Rationale

The B3 (CFR) reflects Wencor's high degree of financial leverage,
the asset-lite nature of the business, and small scale. Moody's
notes the implementation of aggressive financial policies
following the acquisition of Wencor by Warburg Pincus, with pro
forma leverage expected to approach 7.5x on a Moody's adjusted
basis which places leverage at the lower end of the rating
category and constrains financial flexibility.

The rating favorably reflects Moody's view that Wencor appears to
be well positioned to benefit from continued growth in the
aerospace aftermarket with particular opportunities for further
penetration of its parts manufacturer approval (PMA) and repair
segments. The rating also incorporates the company's exclusive
focus on the relatively stable aerospace aftermarket which is
supported by the recurring and non-discretionary nature of
spending by its airline and maintenance repair and overhaul (MRO)
customers. Moody's also notes the good diversity by customer, the
long-term nature of agreements covering a meaningful portion of
its sales, and the complementary nature of Wencor's PMA, repair
and distribution operations.

The stable outlook reflects Moody's expectation that favorable
industry fundamentals, coupled with Wencor's focus on the more
stable aftermarket, will remain supportive of top line and
earnings growth. This should result in a gradual deleveraging and
improvement in Wencor's credit metrics.

Liquidity is good with Moody's expecting steady free cash flow
supported by relatively high margins and modest capital
expenditure requirements. The $65 million revolving credit
facility is expected to remain undrawn upon close and is
anticipated to contain a springing senior secured first lien net
leverage ratio which only comes into effect if usage on the
facility exceeds 30%. Moody's does not expect usage of the
facility to trigger this 30% threshold. Moreover, the rating
agency anticipates that Wencor will have considerable headroom
under the leverage covenant even if this covenant becomes
effective. Wencor's liquidity profile also benefits from a modest
debt maturity profile, with only a $3 million term loan
amortization during the next twelve month. Alternative liquidity
is limited given the predominately all-asset pledge to the
company's various creditors.

The B2 rating on the senior secured revolver and term loan reflect
their seniority position in the consolidated capital structure,
including the benefits of both upstream from operating
subsidiaries and downstream guarantees parent entities. The Caa2
rating on the second lien loan reflects their junior position
relative to the aforementioned first lien lenders.

The ratings could be upgraded if leverage were to be sustained
below 6.0x or if EBITDA margins continue to improve from current
levels. The ratings could be downgraded if leverage were to exceed
8.0x, if free cash flow as a percentage of debt were to decline to
the low single digits or if the liquidity profile were to
deteriorate.

Wencor designs, repairs and distributes highly-engineered
aftermarket components for commercial airline and maintenance,
repair and overhaul (MRO) customers. Headquartered in Springville,
Utah and majority owned by private equity firm Warburg Pincus, the
company generated approximately $365 million of pro forma revenues
for the twelve months ended March 2014.

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


KANGADIS FOOD: Has Interim OK to Use Citibank Cash Collateral
-------------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York gave Kangadis Food Inc. interim
authority to use cash collateral in which Citibank, N.A., has an
interest.  Prior to the Petition Date, the Debtor was indebted to
Citibank in the amount of $3.5 million plus accrued and compound
interest, fees, costs and attorney's fees as may be accrued.

The Debtor said it requires working capital and is unable to
obtain the amount of working capital necessary to successfully
maintain its ongoing operations.  The Debtor will provide adequate
protection for any diminution in the collateral in the form of (a)
a superpriority claim, (b) adequate protection liens, and (c)
payments to be made to Citibank.

The hearing to approve a final order will be held on July 2, 2014,
at 1:30 p.m.  Objections are due June 25.

The Debtor is represented by Adam Rosen, Esq., at Silverman
Acampora LLP, in Jericho, New York.  Citibank is represented by
Stuart I. Gordon, Esq., at Rivkin Radler LLP, in Uniondale, New
York.

                        About Kangadis Food

Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos".  The company is
100% owned by the Kangadis family.  The company says that for the
past six years, the popularity of its olive oil product sold under
the brand name "Capatriti" has grown over time, and it is one of
the leading brands in the New York metropolitan area.

As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.

Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New York, on June 6, 2014.  Themistoklis Kangadis signed the
petition as chief executive officer.

As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.

Judge Robert E. Grossman presides over the case. Silverman
Acampora LLP, in Jericho, New York, serves as the Debtor's
counsel.


KANGADIS FOOD: Employs SilvermanAcampora as Counsel
---------------------------------------------------
Kangadis Food Inc. seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ SilvermanAcampora
LLP as its attorneys.

The professional services that SilvermanAcampora will render to
the Debtor will include the following services:

   (a) legal advice with respect to the Debtor?s powers and duties
       as a Debtor in accordance with the provisions of the
       Bankruptcy Code in connection with the Debtor?s continued
       management of its property and affairs;

   (b) to prepare, on behalf of the Debtor, all necessary
       applications, motions, answers, orders, reports, plans and
       disclosure statements and other legal documents required by
       the Bankruptcy Code and Federal Rules of Bankruptcy
       Procedure;

   (c) represent the Debtor in certain pending litigation, to the
       extent necessary;

   (d) to perform all other legal services for the Debtor, which
       may be necessary in connection with the Debtor?s efforts to
       restructure and reorganize its business while in chapter
       11; and

   (e) to assist the Debtor in preparing a chapter 11 plan in this
       case.

The Debtor has been advised that, subject to periodic adjustment,
the hourly rates for the attorneys, legal assistants and
paraprofessionals of SilvermanAcampora are as follows:
paraprofessionals $135 to $195, and attorneys $250 to $650.  The
firm customarily bills clients for expenses related to the
rendition of services.

Adam L. Rosen, Esq., a member of the firm of SilvermanAcampora
LLP, in Jericho, New York, 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.

A hearing on the employment application will be on July 2, 2014,
at 1:30 p.m.  Objections are due June 25.

                        About Kangadis Food

Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos".  The company is
100% owned by the Kangadis family.  The company says that for the
past six years, the popularity of its olive oil product sold under
the brand name "Capatriti" has grown over time, and it is one of
the leading brands in the New York metropolitan area.

As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.

Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New York, on June 6, 2014.  Themistoklis Kangadis signed the
petition as chief executive officer.

As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.

Judge Robert E. Grossman presides over the case. Silverman
Acampora LLP, in Jericho, New York, serves as the Debtor's
counsel.


KANGADIS FOOD: Taps Hoffman & Baron as Special IP Counsel
---------------------------------------------------------
Kangadis Food Inc. seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Hoffmann & Baron
LLP as special counsel to provide legal services relating to
intellectual property issues.

The Debtor has been advised that the hourly rates for H&B
professionals are as follows: paraprofessionals $90 to $120, and
attorneys $200 to $490.  H&B customarily bills clients for
expenses related to the rendition of services.

Ronald J. Baron, Esq., a partner of the firm Hoffman & Baron LLP,
in Syosset, New York, 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.

A hearing on the employment application will be on July 2, 2014,
at 1:30 p.m.  Objections are due June 25.

                        About Kangadis Food

Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos".  The company is
100% owned by the Kangadis family.  The company says that for the
past six years, the popularity of its olive oil product sold under
the brand name "Capatriti" has grown over time, and it is one of
the leading brands in the New York metropolitan area.

As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.

Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New York, on June 6, 2014.  Themistoklis Kangadis signed the
petition as chief executive officer.

As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.

Judge Robert E. Grossman presides over the case. Silverman
Acampora LLP, in Jericho, New York, serves as the Debtor's
counsel.


LAKELAND INDUSTRIES: Reports Fiscal 2015 Q1 Financial Results
-------------------------------------------------------------
Lakeland Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $64 on $23.50 million of net sales for the three
months ended April 30, 2014, as compared with a net loss of
$844,480 on $21.73 million of net sales for the same period last
year.  Net loss decreased by $0.8 million to approximately
breakeven for the three months ended April 30, 2014, mainly due to
the reduction in Brazilian losses resulting from new management
and overall improvement in worldwide operations.

As of April 30, 2014, the Company had $88.20 million in total
assets, $40.99 million in total liabilities and $47.20 million in
total stockholders' equity.

As of April 30, 2014, the Company had cash and cash equivalents of
$7 million and working capital of $39 million.  Cash and cash
equivalents increased $2.5 million and working capital increased
$0.5 million from Jan. 31, 2014.

Christopher J. Ryan, president and chief executive officer of
Lakeland Industries, stated, "The Company's business
rationalization and transition is nearly complete as we are
experiencing solid growth internationally and domestically.  We
have made the necessary investments to grow our sales channels and
enhance our product development, while reducing our cost structure
and modifying operations for improved leverage.  Key initiatives
that have impacted our performance in the quarter are the residual
effects from the sale of a business unit in China in Q2 last
fiscal year, the relocation of certain manufacturing to Mexico and
the relocation of our facility in Pennsylvania.  As a result,
consolidated worldwide Adjusted EBITDA increased by 124% from last
year."

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

                         http://is.gd/Bdy5Ks

                      About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.

In their report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.  "The lenders have not waived these
events of default and may demand repayment at any time.
Management is currently trying to secure replacement financing but
does not have new financing available at the date of this report."


LATISYS CORP: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and B3-PD probability of default rating for Latisys
Corp following the company's announcement that it will re-price
its credit facilities and upsize the existing 1st lien term loan
by $20 million to fund future expansion projects. Moody's has
assigned a B3 (LGD 3-48%) rating to the company's proposed $20
million term loan add-on, which will increase the size of the
company's existing Term Loan B due 2019 to $199 million from $179
million. Proforma for the transaction, Moody's expects Latisys's
leverage to increase by 0.5x to 5.6x (Moody's adjusted) at year
end 2014 but the company's free cash flow is expected to improve
modestly from the lower cash interest expense with the re-pricing.
The outlook remains stable.

Outlook Actions:

Issuer: Latisys Corp

Outlook, Remains Stable

Affirmations:

Issuer: Latisys Corp

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility Mar 6, 2019, Affirmed B3

Senior Secured Bank Credit Facility Mar 6, 2018, Affirmed B3

Ratings Rationale

Latisys's B3 rating reflects its small scale, high leverage and
Moody's expectation of persistent negative free cash flow as a
result of the company's high capital intensity. The rating also
incorporates the risk of price competition in the highly
competitive markets in which the company operates. These limiting
factors are offset by Latisys's stable base of contracted
recurring revenues and the strong market demand for colocation
services.

Moody's expects Latisys to have weak liquidity over the next
twelve months due to higher capital intensity in 2014 as the
company continues to invest for growth. Moody's projects free cash
flow to remain negative over the next several years. At the close
of the transaction, Moody's expects the company to have
approximately $20 million of cash on the balance sheet and full
availability under its $20 million revolver. The credit facility
has one financial covenant, a maximum total leverage test, which
steps down in four steps from 6.25x at the end of Q1 2014 to 4.5x
at the end of Q1 2015.

The stable outlook reflects Moody's view that Latisys will
continue to produce strong revenue and EBITDA growth that will
allow the company to delever towards 5x over the next 12-18
months.

While unlikely, Moody's could consider a ratings upgrade if the
company generated sustained free cash flow equal to at least 5% of
debt and leverage were to trend towards 4x (both on a Moody's
adjusted basis). Downward rating pressure could develop if
liquidity is strained further or Moody's adjusted leverage
increases above 7x as a result of business deterioration or debt-
funded acquisitions.

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

Headquartered in Englewood, CO, Latisys Corp. ("Latisys" or "the
company") is a provider of data center, managed hosting and cloud
services. The company currently operates data centers in Irvine,
California; Englewood, Colorado; Centennial, Colorado; Oakbrook,
Illinois; and Ashburn, Virginia.


LAYNE CHRISTENSEN: Starts Another Strategic Review
--------------------------------------------------
Tatjana Kulkarni, writing for The Deal, reported that specialty
construction company Layne Christensen Co. said it would look to
divest underperforming divisions, after The Woodlands, Texas-based
company reported its fifth consecutive quarterly loss.  According
to the report, the provider of drilling and construction services
to energy, mining and water management businesses reported a 15.5%
drop in revenues.

Total revenue for Layne fell to $191.2 million from $226.4 million
in the same period last year -- a 35% drop, the report said.
Layne also reported a net loss of $27.7 million in its first
quarter ended April 30 for the fiscal year 2015, up from $23.8
million in the same quarter of 2013, the report added.  While the
company did not specify which assets are under review, Layne said
it is reviewing strategic alternatives for underperforming assets,
which may point to its heavy civil and mineral services divisions,
the report related.


LEVEL 3: S&P Puts 'B+' CCR on CreditWatch Positive
--------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Broomfield, Colo.-based Level
3 Communications Inc. on CreditWatch with positive implications.

"The CreditWatch positive placement follows Level 3's agreement to
acquire TW Telecom for stock and cash," said Standard & Poor's
credit analyst Richard Siderman.  "The tax-free transaction values
TW Telecom at around $7.3 billion including assumption of around
$1.9 billion of debt," he added.

Permanent financing of the transaction is to be determined, but
Level 3 has $3 billion of committed financing to fund the
acquisition, which is expected to close in the fourth quarter of
2014.

S&P expects the transaction to have a limited impact on Level 3's
credit metrics.  S&P anticipates pro forma debt leverage in the
low to mid-4x range in 2014.  S&P includes in the debt calculation
the reported debt of both companies at March 31, 2014 plus the
$1.4 billion cash component of the equity purchase price.  S&P do
not include potential funding to refinance the TW Telecom debt;
conversely, S&P has not netted debt by the near $1 billion of
aggregate cash at March 31.  Potential cost savings are not
included in the EBITDA calculation, but S&P would assess the level
and likelihood of these synergies in its CreditWatch review.  Pro
forma debt leverage does include S&P's significant adjustments,
mostly related to operating leases.

The TW Telecom acquisition is favorable for Level 3's business
risk profile as it would deepen Level 3's reach into metropolitan
markets and would boost the portion of revenues generated by
enterprise core network services (CNS).  S&P views enterprise CNS
as Level 3's most stable segment.  S&P's expectation of growing
enterprise CNS revenue underpinned our June 6, 2014 upgrade of
Level 3.

In resolving the CreditWatch, S&P will review Level 3's plans to
integrate TW Telecom and exploit the expanded product portfolio as
well as prospects for operating synergies.  S&P would raise the
corporate credit rating on Level 3 to 'BB-' from 'B+' if it
expected the TW Telecom acquisition to improve Level 3's business
risk profile to "fair" from "weak."


MEDIACOM LLC: Moody's Assigns B3 Rating on First Lien Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
first lien term loan of Mediacom LLC, a wholly owned subsidiary of
Mediacom Communications Corporation.  The company expects to use
proceeds from the proposed term loan to repay Mediacom LLC's 9
1/8% senior notes maturing in August 2019.

Mediacom's B1 corporate family rating and the positive outlook are
unchanged. Moody's also updated Loss Given Default (LGD) point
estimates as shown.

Mediacom LLC

  Proposed Senior Secured Bank Credit Facility, Assigned Ba3,
  LGD3, 39%

  Existing Senior Secured Bank Credit Facility, Ba3, LGD adjusted
  to LGD3, 39% from LGD3, 33%

  Senior Unsecured Bonds, B3, LGD adjusted to LGD6, 91% from
  LGD5, 86%

Mediacom Broadband LLC

  Senior Secured Bank Credit Facility, Ba3, LGD adjusted to LGD3,
  39% from LGD3, 33%

  Senior Unsecured Bonds, B3, LGD adjusted to LGD6, 91% from
  LGD5, 86%

Ratings Rationale

The transaction would favorably extend maturities and lower annual
interest expense, with no meaningful impact on leverage, which
Moody's estimates at approximately 5.4 times debt-to-EBITDA for
the trailing twelve months ended March 31 and pro forma for the
recent issuance of term loans by both Mediacom LLC and sister
subsidiary Mediacom Broadband.

The principal methodology used in this rating was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 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.

With its headquarters in Mediacom Park, New York, Mediacom
Communications Corporation (Mediacom) offers traditional and
advanced video services such as digital television, video-on-
demand, digital video recorders, and high-definition television,
as well as high-speed Internet access and phone service. The
company had approximately 937 thousand video subscribers, 984
thousand high speed data subscribers, and 390 thousand phone
subscribers as of March 31, 2014, and primarily serves smaller
cities in the midwestern and southern United States. It operates
through two wholly owned subsidiaries, Mediacom Broadband and
Mediacom LLC, and its annual revenue is approximately $1.6
billion.


MEDIACOM LLC: S&P Assigns 'BB' Rating on $350MM Term Loan Due 2021
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '2' recovery rating to Mediacom LLC Group's proposed
$350 million term loan G due 2021.  The '2' recovery rating
indicates S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default.

At the same time, S&P lowered its issue-level ratings on Mediacom
LLC Group's existing secured debt to 'BB' from 'BB+' and revised
the recovery ratings on this debt to '2' from '1'.  The revision
of the recovery ratings reflects the higher amount of secured debt
at Mediacom LLC Group following the proposed transaction, which
reduces the expected recovery for secured lenders under S&P's
hypothetical default scenario.

The issuer is a subsidiary of Mediacom Park, N.Y.-based cable-TV
operator Mediacom Communications Corp.  S&P expects proceeds,
along with revolver borrowings, will be used to repay the
company's existing $350 million of 9.125% senior unsecured notes
due 2019.  As a result, S&P expects adjusted leverage to remain
unchanged, while interest expense will decrease modestly due to
the refinancing of higher-cost debt.  Under S&P's base-case
scenario, it believes consolidated adjusted leverage for Mediacom
Communications will decline to the low-5x area in 2014, from about
5.4x in 2013 based on low- to mid-single-digit percent EBITDA
growth and potential debt repayment.

All other ratings on Mediacom, including the 'BB-' corporate
credit rating on parent Mediacom Communications Corp., are
unaffected.  Further near-term debt maturities include roughly
$204 million at Mediacom LLC Group under term loan C, which
matures Jan. 31, 2015.  Absent a refinancing, S&P believes the
company should have capacity to meet this debt maturity through
free operating cash flow and borrowings under its $225 million
revolving credit facility due 2019 at Mediacom LLC Group and its
$216 million revolving credit at Mediacom Broadband Group due
2016.

RATINGS LIST

Mediacom Communications Corp.
Corporate Credit Rating            BB-/Stable/--

New Rating

Mediacom LLC Group
$350 mil. term loan G due 2021
Senior Secured                     BB
  Recovery Rating                   2

Rating Lowered; Recovery Rating Revised
                                    To           From
Mediacom LLC Group
Senior Secured                     BB           BB+
  Recovery Rating                   2             1


MEDIMEDIA USA: Moody's Affirms B3 CFR & Revises Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service changed MediMedia USA, Inc.'s outlook to
negative from stable.  The B3 corporate family rating (CFR), B2
rating for the $215 million 1st lien term loan and $25 million
revolver, and Caa2 rating for the $100 million second lien were
affirmed at current levels.

The change in the outlook to negative is due to lower than
anticipated results and negative free cash flow which has weakened
the liquidity position of the company. As of Q1 2014, the company
has $17 million drawn against its $25 million revolver and Moody's
expect MediMedia will have to carefully manage its liquidity
position going forward. The company has restructured its
restricted subsidiaries into two main operating platforms which
are anticipated to lead to additional cost savings that will
offset some of the impact from lower than expected performance.
This restructuring changes its prior strategy to create four
standalone operating subsidiaries that was carried out last year.

Enclosed is a summary of Moody's actions:

MediMedia USA, Inc

  Corporate Family Rating, affirmed B3

  Probability of Default Rating, affirmed at B3-PD

  $25 million revolver maturing May 2018 affirmed at B2
  (LGD3-34%)

  $215 million 1st lien term loan maturing November 2018 affirmed
  at B2 (LGD3-34%)

  $100 million 2nd lien term loan maturing November 2019 affirmed
  at Caa2 (LGD5-86% updated from LGD5-85%)

Outlook, changed to negative from stable

Ratings Rationale

MediMedia's B3 CFR reflects the high leverage level, the negative
pressure on its print business, and negative free cash flow. The
rating also reflects the small size of the company which has
declined from asset sales and discontinued operations which cause
MediMedia to be less diversified than it has been in the past. The
company has suffered from revenue declines in its print segment
and will continue to be challenged by the transition from print to
digital. In addition, the company will have to update its service
offerings to adapt to a changing healthcare environment and to
meet evolving client needs which will result in elevated capex
spend over the next several years, although the merger of its
Krames StayWell and StayWell Health divisions are expected to
reduce the amount of capex spend.

Leverage is currently 6x as of Q1 2014 and Moody's expect leverage
to remain in this range over the next year as the company manages
its liquidity position. The restructuring, headcount, and capex
reductions are anticipated to lead to additional cost savings and
help offset operating underperformance. MediMedia's StayWell
division (which includes its former StayWell Health and Krames
StayWell divisions) is expected to continue to be pressured by
declining print revenue while the smaller Pharma Solutions
division is expected to be a contributor to growth.

MediMedia's liquidity is weak given the modest cash position of $3
and limited availability on its $25 million revolver ($17 million
drawn and $1.6 million of L/C's outstanding as of Q1 2014).
Moody's expect free cash flow to be negative in 2014. The company
is subject to a Secured Leverage Ratio of 7.5x which steps down to
7x in Q1 2015 and an Interest coverage ratio of 1.4x with steps up
to 1.5x in Q3 2014. Moody's expect the company to maintain an
adequate cushion of compliance but the cushion will decline as the
covenants tighten over time.

The outlook is negative due to the weak liquidity position and
Moody's expectation of flat to slightly negative revenue growth.
Moody's anticipate the sponsor may look for an exit from its
investment over the rating horizon that could lead to a sale of
additional businesses or the company as a whole.

An upgrade is unlikely given the current negative outlook, but
positive rating action could occur if the company generated
positive revenue and EBITDA growth, free cash flow of over 5% of
total debt, and a total leverage ratio comfortably under 5.25x on
a sustained basis.

A negative rating action would occur due to declines in revenue or
EBITDA that raised leverage above 6.25x. A weakened liquidity
position due to negative free cash flow and limited revolver
availability could also put negative pressure on the ratings or if
the company's ability to service its debt came into question.

The principal methodology used in this rating was the Global
Publishing 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.

Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc.
provides health information and services that inform consumers,
physicians, and other healthcare decision makers. Its annual
consolidated revenue is approximately $230 million as of
March 31, 2014. The company is primarily owned by Vestar Capital
Partners.


METRORIVERSIDE LLC: Section 341(a) Meeting Set on July 22
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of MetroRiverside,
LLC, is scheduled for July 22, 2014, at 9:00 a.m. at San Francisco
U.S. Trustee Office.  Creditors have until Oct. 20, 2014, to
submit their proofs of claim.

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

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

MetroRiverside, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Calif. Case No. 14-30901) on June 12, 2014.  The
petition was signed by Siavash Barmand as manager.  The Debtor
disclosed total assets of $18.79 million and total liabilities of
$21.80 million.  MacDonald Fernandez LLP serves as the Debtor's
counsel.  Judge Dennis Montali oversees the case.

The Debtor operates a Hyatt Place hotel, franchised from Hyatt
Place Franchising LLC.  The Hotel is located at 3500 Market
Street, Riverside, California.


MUSCLEPHARM CORP: Amends Report on Licensing Agreement
------------------------------------------------------
MusclePharm Corporation, on Aug. 1, 2013, filed a current report
on Form 8-K with the U.S. Securities and Exchange Commission to
disclose entrance into an Endorsement Licensing and Co-Branding
Agreement.  The Company amended the Report on June 12 to replace
Exhibit 10.1 in the Original Report with a more current version of
that exhibit, particularly as it relates to information for which
confidential treatment was sought.

On July 26, 2013, MusclePharm entered into an Endorsement
Licensing and Co-Branding Agreement by and among Marine MP, LLC,
and Fitness Publications, Inc.  Under the terms of the Agreement,
Mr. Arnold Schwarzenegger will endorse the Corporation's products
and a special Arnold Schwarzenegger product line of between 4 and
8 products will be marketed under Mr. Schwarzenegger's name and
likeness.

Pursuant to the Agreement, Mr. Schwarzenegger granted the Company
a license to use, subject to Mr. Schwarzenegger's approval,
worldwide, Mr. Schwarzenegger's name and Appearance Rights, oral
and written endorsements, and approved videos, images, appearance,
likeness, voice recording, signature and professional background
to advertise the Company's products.  Additionally, Mr.
Schwarzenegger has agreed to make certain appearance on behalf of
the Company throughout the term of the Agreement.

A full-text copy of the amended Form 8-K Report is available at:

                        http://is.gd/BvKUEi

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm reported a net loss after taxes of $17.71 million in
2013, as compared with a net loss after taxes of $18.95 million in
2012.  The Company's balance sheet at March 31, 2013, showed
$65.61 million in total assets, $30.81 million in total
liabilities and $34.79 million in total stockholders' equity.


MOUNTAIN PROVINCE: Increases Private Placement to C$45 Million
--------------------------------------------------------------
Mountain Province Diamonds Inc. said that due to strong demand the
Company has increased the size of the previously announced non-
brokered private placement from C$35 million to approximately C$45
million.  The first tranche under the private placement closed on
June 12, 2014, and the second tranche is expected to close on or
before June 20, 2014.

Common shares issued under the private placement have been priced
at C$5 per share and are subject to a four month hold period.

The proceeds of the private placement will be used to support the
Company's share of ongoing capital expenditures at the Gahcho Kue
project and for general corporate purposes.

As at the end of May 2014 the overall project was progressing
according to plan and budget and first production remains on
schedule for H2 2016.  In addition, processing of the final Gahcho
Kue Land Use Permit and Class A Water License remains on schedule
and these permits are expected to be approved during H2 of 2014.
Finally, Mountain Province continues to progress project debt
negotiations and expects to be able to announce further details,
including debt terms, by the end of July and expects to be able to
conclude definitive loan agreements by the end of 2014.

                  About Mountain Province Diamonds

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

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

                           Going Concern

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


N-VIRO INTERNATIONAL: Unit to Lease Property From Bowling Green
---------------------------------------------------------------
Mulberry Processing, LLC, a wholly owned subsidiary of N-Viro
International Corporation, entered into a contract to lease
certain real property and buildings in Bradley, Florida, from
Bowling Green Holdings, LLC, a company owned by David Kasmoch, the
father of Timothy R. Kasmoch, NVIC's president and chief executive
officer.

The lease term is for five years beginning June 1, 2014, and a
monthly payment of $10,000, due at the beginning of each month.
This lease is for Mulberry Processing's new operating facility,
expected to commence in June, 2014.

                     About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

N-Viro International reported a net loss of $1.64 million on $3.37
million of revenues for the year ended Dec. 31, 2013, as compared
with a  net loss of $1.63 million on $3.58 million of revenues
during the prior year.  As of Dec. 31, 2013, N-Viro International
had $1.77 million in total assets, $2.41 million in total
liabilities and a $636,932 total stockholders' deficit.

UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses, negative cash flow from operations
and net working capital deficiency raise substantial doubt about
its ability to continue as a going concern.


NET ELEMENT: Director Quits for Personal Reasons
------------------------------------------------
Mike Zoi resigned as director of Net Element, Inc., effective
June 10, 2014.  Mr. Zoi has served on the Board of Directors of
the Company since October 2012.  Mr. Zoi resigned due to personal
reasons and not over any disagreement with the Board of Directors
or the Company's management.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly Net Element
International, Inc.) is a financial technology-driven group
specializing in mobile payments and other transactional services
in emerging countries and in the United States.  The Company
operates in a single operating segment, that being a provider of
transactional services and mobile payment solutions.  The
Company's operating segment is based on geographic location.
Geographic areas in which the Company operates include the United
States, where through its U.S. based subsidiaries it generates
revenues from transactional services and other payment
technologies for small and medium-sized businesses.  Through TOT
Group Russia and Net Element Russia, the Company operates the
Company's international segment focused on transactional services,
mobile payments transactions and other payment technologies in
emerging countries including Russian Federation and the
Commonwealth of Independent States ("CIS").

Net Element reported a net loss of $48.31 million in 2013, as
compared with a net loss of $16.38 million in 2012.  As of
March 31, 2014, the Company had $18.30 million in total
assets, $34.91 million in total liabilities and a $16.60 million
total stockholders' deficit.


BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
used substantial amounts of cash to fund its operating activities
that raise substantial doubt about its ability to continue as a
going concern.


NEW CENTURY: SEC Probing Carrington's Mortgage Deal
---------------------------------------------------
Matthew Goldstein and Peter Eavis, writing for The New York Times'
DealBook, reported that the U.S. Securities and Exchange
Commission last fall began to subpoena documents from Bruce M.
Rose's Carrington Holding Company about the purchase of mortgage
servicing operations from the failed subprime lender New Century
Financial.

According to the report, citing regulatory filings, the previously
unreported investigation is seeking information about how
Carrington financed the $188 million deal, which relied in part on
the firm's later issuing special securities to the investors in
its hedge fund.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEWLEAD HOLDINGS: MGP Asks Add'l 7.3 Million Settlement Shares
--------------------------------------------------------------
MG Partners Limited, on June 12, 2014, requested 7,300,000
additional settlement shares pursuant to the terms of a settlement
agreement approved by the Supreme Court.  Following the issuances
of the above amounts, the Company will have approximately
116,952,076 shares outstanding, which outstanding amount includes
recent share issuances related to settlement shares, previously
issued convertible notes and partial conversions of outstanding
preferred stock.

On Dec. 2, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, a stipulation of settlement among NewLead Holdings Ltd.,
Hanover Holdings I, LLC, and MG Partners Limited, in the matter
entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case
No. 160776/2013.  Hanover commenced the Action against the Company
on Nov. 19, 2013, to recover an aggregate of $44,822,523 of past-
due indebtedness of the Company, which Hanover had purchased from
certain creditors of the Company pursuant to the terms of separate
purchase agreements between Hanover and each of such creditors,
plus fees and costs.  The Order provides for the full and final
settlement of the Claim and the Action.  The Settlement Agreement
became effective and binding upon the Company, Hanover and MGP
upon execution of the Order by the Court on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 3,500 shares.

Between Jan. 3, 2014, and June 6, 2014, the Company issued and
delivered to MGP an aggregate of 23,458,000 (adjusted to give
effect to the 1 for 10 and 1-for-50 reverse stock splits,
effective March 6, 2014, and May 15, 2014, respectively)
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

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

                        http://is.gd/zZk9QR

                       About NewLead Holdings

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

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

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


NEWLEAD HOLDINGS: MGP Seeks 6.9-Mil. Add'l Settlement Shares
------------------------------------------------------------
MG Partners Limited, on June 6, 2014, requested 6,900,000
additional settlement shares pursuant to the terms of a settlement
agreement approved by the Supreme Court.  Following the issuances
of the amounts, the Company will have approximately 104,100,870
shares outstanding, which outstanding amount includes recent share
issuances related to previously issued convertible notes and
partial conversions of outstanding preferred stock.

On Dec. 2, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement among
NewLead Holdings Ltd., a corporation organized and existing under
the laws of Bermuda, Hanover Holdings I, LLC, a New York limited
liability company, and MG Partners Limited, a company with limited
liability organized and existing under the laws of Gibraltar, in
the matter entitled Hanover Holdings I, LLC v. NewLead Holdings
Ltd., Case No. 160776/2013.

Hanover commenced the Action against the Company on Nov. 19, 2013,
to recover an aggregate of $44,822,523 of past-due indebtedness of
the Company, which Hanover had purchased from certain creditors of
the Company pursuant to the terms of separate purchase agreements
between Hanover and each of those creditors (all of which purchase
agreements, and all of Hanover's rights and obligations
thereunder, were validly assigned to MGP by Hanover pursuant to
the Settlement Agreement approved by the Order), plus fees and
costs.  The Order provides for the full and final settlement of
the Claim and the Action.  The Settlement Agreement became
effective and binding upon the Company, Hanover and MGP upon
execution of the Order by the Court on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 3,500 shares (adjusted to give effect to
the 1 for 10 and 1-for-50 reverse stock splits, effective March 6,
2014, and May 15, 2014, respectively) of the Company's common
stock, $5.00 par value.

Between Jan. 3, 2014, and June 6, 2014, the Company issued and
delivered to MGP an aggregate of 23,458,000 (adjusted to give
effect to the 1 for 10 and 1-for-50 reverse stock splits,
effective March 6, 2014 and May 15, 2014, respectively) Additional
Settlement Shares pursuant to the terms of the Settlement
Agreement approved by the Order.

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

                        http://is.gd/2CpHMD

                       About NewLead Holdings

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

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

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


NNN 3500 MAPLE 26: BMC Approved as Tabulation & Disbursing Agent
----------------------------------------------------------------
The Bankruptcy Court, according to NNN 3500 Maple 26 LLC's case
docket, approved the amended application of the Debtor to employ
BMC Group Inc. as its tabulation agent and disbursing agent.

The Debtor related that the original BMC application was granted
by the Court on Jan. 28, 2014.

As reported in the Troubled Company Reporter on Jan. 22, 2014, the
Debtors want BMC Group to:

   (a) serve the Debtors' Plan, Disclosure Statement, and all
       related materials, including, but not limited to, all
       notices relating to the Plan and Disclosure Statement that
       are required to be served on parties in interest in the
       Chapter 11 Cases;

   (b) print, mail and tabulate ballots for purposes of voting to
       accept or reject the Debtors' Plan; and

   (c) all other services requested by the Debtors in connection
       with the (i) provision of notice of and (ii) solicitation
       of votes with respect to the Debtors' Plan.

BMC Group will be paid at these hourly rates:

       Project Management            $125
       Noticing Specialists          $95
       Analysts                      $85
       Data Entry                    $25
       Call Center                   $45
       Admin Support                 $55

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

Tinamarie Feil, president of Legal Services at BMC Group, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Additional services from BMC will include:

   1. serving the Debtors' liquidating plan, disclosure statement
related thereto, and all other related materials;

   2. printing, mailing and tabulating ballots for purposes of
voting to accept or reject the Debtors' Plan;

   3. all other services requested by the Debtors in connection
with the (i) provision of notice of and (ii) solicitation of votes
with respect to the Debtors' Plan; and

   4. facilitating or performing distributions in accordance with
the Debtors' Plan once confirmed.

                   About NNN 3500 Maple Entities

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the California Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale in Dallas presides over the case.

On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11
petitions.  These entities are: NNN 3500 Maple 1, LLC, NNN 3500
Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN
3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC,
NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13,
LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500
Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN
3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23,
LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500
Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN
3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34.

Each Debtor holds an ownership interest as a tenant in common in
an 18-story commercial office building commonly known as 3500
Maple Avenue, Dallas, Texas 75219.

These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC,
NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11,
LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC.

Bankruptcy Judge Harlin DeWane Hale denied confirmation of two
competing reorganization plans filed in the Chapter 11 cases of
NNN 3500 Maple 26 LLC and its affiliated debtors.

The Plan is to be funded by an $8.5 million "Cash Infusion" and
"Additional Equity Contributions" of around $10 million.  Under
the Debtors' Plan, the building will undergo substantial
rehabilitation.

The Plan proposed by Strategic Acquisition Partners, LLC, a party
that acquired a claim in the case, similar to the Debtors', in an
attempted cure and restatement, will replace the Borrower with
NewCo under the Loan Documents.  NewCo will be divided into Class
A and Class B membership interests.

An official creditors' committee has not been appointed in this
case.  Neither a trustee nor an examiner has been appointed.

The Debtors are represented by Michelle V. Larson, Esq., at
ANDREWS KURTH LLP, and Jeremy B. Reckmeyer, Esq., at ANDREWS KURTH
LLP.

Strategic Acquisition Partners LLC is represented by Joseph J.
Wielebinski, Esq., Davor Rukavina, Esq., Zachery Z. Annable, Esq.,
and Thomas D. Berghman, Esq., at MUNSCH HARDT KOPF & HARR, P.C.

William B. Finkelstein, Esq., Esq., and Jeffrey R. Fine, Esq., at
DYKEMA GOSSETT PLLC serve as counsel to Maple Avenue Tower, LLC.


NNN 3500 MAPLE 26: U.S. Bank Wants Excess Sale Proceeds Deposited
----------------------------------------------------------------
U.S. Bank National Association, by and through CWCapital Asset
Management LLC, as special servicer, filed an interpleader
complaint and asked the Bankruptcy Court to:

   a. allow the Trust to deposit the excess sale proceeds into the
registry of the Court;

   b. hold that upon the deposit, the Trust has no other or
further obligation or liability to any parties that claim an
interest in the excess sale proceeds;

   c. to the extent the Trust is required to incur future legal
fees, expenses or costs in connection with the adversary
proceeding or other proceedings related to the Bankruptcy Cases,
award the Trust attorneys' fees and costs to be paid from the
excess sale proceeds; and

   d. direct that further proceedings will be held to determine
the interests of interested parties, including the TIC Owners, the
Purchaser and the Trust, with respect to the excess sale funds.

U.S. Bank is Trustee, successor-in-interest to Bank of America,
N.A., as Trustee for the Registered Holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C23.

CWCapital Asset Management LLC is Special Servicer for U.S. Bank
National Association, as Trustee, successor-in-interest to Bank of
America, N.A., as Trustee for the Registered Holders of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C23.

CWCapital Asset Management is represented by:

         Gregory A. Cross, Esq.
         Christopher R. Mellott, Esq.
         Frederick W. H. Carter, Esq.
         Catherine Guastello Allen, Esq.
         VENABLE LLP
         750 East Pratt Street, Suite 900
         Baltimore, MD 21202
         Tel: (410) 244-7400
         Fax: (410) 244-7742
         E-mail: crmellott@venable.com
                 fwcarter@venable.com
                 cgallen@venable.com

              - and -

         Steven R. Smith, Esq.
         PERKINS COIE LLP
         2001 Ross Avenue, Suite 4225
         Dallas, TX 75201
         Tel: (214) 965-7702
         Fax: (214) 965-7752
         E-mail: SteveSmith@perkinscoie.com

                   About NNN 3500 Maple Entities

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the California Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale in Dallas presides over the case.

On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11
petitions.  These entities are: NNN 3500 Maple 1, LLC, NNN 3500
Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN
3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC,
NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13,
LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500
Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN
3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23,
LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500
Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN
3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34.

Each Debtor holds an ownership interest as a tenant in common in
an 18-story commercial office building commonly known as 3500
Maple Avenue, Dallas, Texas 75219.

These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC,
NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11,
LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC.

Bankruptcy Judge Harlin DeWane Hale denied confirmation of two
competing reorganization plans filed in the Chapter 11 cases of
NNN 3500 Maple 26 LLC and its affiliated debtors.

The Plan is to be funded by an $8.5 million "Cash Infusion" and
"Additional Equity Contributions" of around $10 million.  Under
the Debtors' Plan, the building will undergo substantial
rehabilitation.

The Plan proposed by Strategic Acquisition Partners, LLC, a party
that acquired a claim in the case, similar to the Debtors', in an
attempted cure and restatement, will replace the Borrower with
NewCo under the Loan Documents.  NewCo will be divided into Class
A and Class B membership interests.

An official creditors' committee has not been appointed in this
case.  Neither a trustee nor an examiner has been appointed.

The Debtors are represented by Michelle V. Larson, Esq., at
ANDREWS KURTH LLP, and Jeremy B. Reckmeyer, Esq., at ANDREWS KURTH
LLP.

Strategic Acquisition Partners LLC is represented by Joseph J.
Wielebinski, Esq., Davor Rukavina, Esq., Zachery Z. Annable, Esq.,
and Thomas D. Berghman, Esq., at MUNSCH HARDT KOPF & HARR, P.C.

William B. Finkelstein, Esq., Esq., and Jeffrey R. Fine, Esq., at
DYKEMA GOSSETT PLLC serve as counsel to Maple Avenue Tower, LLC.


ONCURE HOLDINGS: Wants Until Sept. 8 to Remove Civil Actions
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 7, 2014, at
9:00 a.m., to consider Oncure Holdings, Inc., et al.'s motion to
extend until Sept. 8, 2014, the deadline to file notices of
removal of civil actions under Bankruptcy Rule 9027(a).
Objections, if any, were due June 18 at 4:00 p.m.

The Debtors relate that on Oct. 3, 2013, the Court entered an
order confirming the Plan of Reorganization.  The Plan became
effective by its terms on Oct. 25, 2013.

The Debtors noted that they may be parties to various civil
actions, and are in the process of assessing the relevant
information to make informed decisions about those actions to
determine whether removal is warranted.  Pursuant to Bankruptcy
Rule 9027(a), the original removal deadline was Sept. 12, 2013,
and was further extended.

The Debtors said they had been occupied with transitioning their
business to the purchaser of the new common stock of the
reorganized parent company of the Debtors.  In addition, the
Debtors concurrently have been attending to various operational
and administrative matters arising in these Chapter 11 Cases and
analyzing claims filed against the Debtors.  Consequently, the
Debtors have yet to finish their analysis as to whether any
pending actions should be removed.

                         About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

OnCure Holdings emerged from Chapter 11 bankruptcy protection
after selling its assets to Radiation Therapy Services Inc. in a
deal valued at $125 million.

No committees have been appointed in the case.


OPTIM ENERGY: Plan Exclusivity Extended to Oct. 10
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Optim Energy LLC, the owner of three power plants,
generated no opposition and got a four-month extension of its
exclusive right to submit a Chapter 11 plan until Oct. 10.

                     About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


PACIFIC THOMAS: Wants Hiring of California Capital Extended
-----------------------------------------------------------
Kyle Everett, Chapter 11 trustee for Pacific Thomas Corporation,
asks the Bankruptcy Court to approve the extension of California
Capital & Investment Group, Inc.'s employment as real estate
broker.

California Capital will assist in the sale of property of which
the Debtor is record owner, including real property located at
2615 E. 12th Street, 2783 E. 12th Street, 2801 E. 12th Street,
1111 29th Avenue, 1113-15 29th Avenue, .43 Acres along 23rd
Avenue, and adjacent parking lots, in Oakland, California.

California Capital has served as the estate's real estate broker
since the Court approved its employment on May 29, 2013.  The
exclusive authorization to sell between California Capital and the
Trustee, which the Court earlier approved, has expired.

Brian Collins, an independent contractor/associate broker for:

     California Capital
     300 Frank Ogawa Plaza, Suite 340
     Oakland, CA 94612
     Tel: (510) 268-8500

tells the Court that the trustee has agreed to a 1.5% broker's fee
and up to a 1% procuring fee if required.  The trustee believes
that allowing California Capital a 1.5% commission is in the best
interest of the bankruptcy estate.

The trustee is represented by:

         Robert E. Izmirian, Esq.
         Craig C. Chiang, Esq.
         BUCHALTER NEMER
         55 Second Street, Suite 1700
         San Francisco, CA 94105-3493
         Tel: (415) 227-0900
         Fax: (415) 227-0770
         E-mail: rizmirian@buchalter.com
                 cchiang@buchalter.com

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PETTERS COMPANY: Minnesota College Settles Clawback
---------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that a Minnesota liberal arts college that was once a beneficiary
of Tom Petters's largesse will return $600,000 of the $3 million
it received.

According to the report, the College of St. Benedict, of St.
Joseph, Minn., in 2003 received a $3 million gift from Mr.
Petters, a local businessman, to renovate the school's 1,078-seat
auditorium.  With litigation to recover $2 million of the donated
funds reaching as high as a U.S. appeals court, the College of St.
Benedict and the bankruptcy trustee demanding the return of the
funds participated in mediation in February, the report said.  The
talks yielded a settlement in which the college joined the ranks
of other organizations that have agreed to return a portion of
their funds, the report related.

                  About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA ENTERTAINMENT: DLA Piper Should Be Ousted From Ch.11
-----------------------------------------------------------------
Law360 reported that the U.S. trustee appointed to oversee the
bankruptcy of Philadelphia Entertainment and Development Partners
LP reiterated her objections to the hiring of DLA Piper as
bankruptcy counsel, saying the firm made material
misrepresentations and misleading statements in its application.

According to the report, Roberta A. DeAngelis' amended objection
claimed that DLA Piper is not fit to serve as bankruptcy counsel
because of shadiness associated with its conduct relating to the
case up to this point that is in violation of the Federal Rules of
Bankruptcy Procedure.

Philadelphia Entertainment and Development Partners, L.P., filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482)
on March 31, 2014.  Brian R. Ford signed the petition as
authorized signatory.  The Debtor estimated assets of at least $10
million and liabilities of at least $50 million.  DLA Piper LLP
(US) serves as the Debtor's counsel.  Judge Magdeline D. Coleman
oversees the case.


PREMIER LEASING: Moody's Assigns B3 CFR & Rates $135MM Debt Caa2
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family
Rating ("CFR") to Premier Leasing, Inc. ("Premier Trailer") and a
Caa2 rating to the new $135 million senior second priority secured
term loan that the company is arranging.  The net proceeds of the
new term loan will be used to fund a $110 million shareholder
distribution and the remainder to repay indebtedness outstanding
under the company's revolving line of credit.  The B3 CFR takes
into account Premier Trailer's position as a leading provider of
trailer rental and leasing services and its attractive level of
profitability, balanced against the company's limited scale and
the cyclical nature of the trailer leasing business.  The ratings
outlook is stable.

Ratings Rationale

The B3 CFR of Premier Trailer takes into account the company's
position as a leading provider of rental and leasing services for
dry-vans, flatbeds and specialty equipment in the transportation
industry. With a fleet of 24,187 trailers, including the recent
acquisition of Trailer Fleet International, Premier Trailer is the
third largest trailer rental and leasing company in the U.S. While
currently primarily active in the mid-market segment, Premier
Trailer's strategic objective is to grow its business with
national accounts as it develops its geographical footprint in the
western U.S.

The B3 CFR also reflects the company's attractive level of
profitability. Moody's calculates operating margins at 32% for
2013 and expects the company to sustain margins of more than 30%
in 2014. Given that fleet depreciation accounts for a material
proportion of the company's cost structure, this translates into
robust cash flow from operations. Capital expenditures, however,
are elevated as the company grows its business and replaces some
of its older equipment, which represented approximately 38% of
total fleet count in 2013. Consequently, free cash flow was
negative in 2013 and Moody's expects free cash flow in 2014 to be
negative as well, even before the $110 million shareholder
distribution that is funded with the proceeds of the new term
loan.

Although Premier Trailer is one of the leading providers of
trailer rental and leasing services, its scale is limited. Revenue
in 2013 was $67 million and is likely to remain less than $100
million in the next 12 to 18 months, absence any acquisitions in
addition to Trailer Fleet International. Furthermore, Moody's
considers the trailer rental and leasing business a cyclical
business. Freight volumes and truck utilization levels have
increased steadily since 2010, increasing demand for trailers. As
a result, Premier Trailer has benefited from increasing rates as
well as improving utilization rates for its rental fleet. A
cyclical downturn will pressure earnings, however, in particular
as Premier Trailer's short term rental business represents almost
50% of total revenues.

Total debt will be elevated following the proposed transaction.
Moody's estimates Debt to EBITDA to be around 5.5 times and EBIT
to Interest to be circa 1.7 times, levels which are robust
relative to the median level for B3 rated issuers. Moody's
considers Premier Trailer's liquidity adequate. The company
maintains a minimal cash balance and is reliant on its $200
million revolving line of credit to help fund part of its capital
expenditures.

The new $135 million senior second-priority term loan is rated
Caa2, two notches below the B3 CFR, which reflects the substantial
amount of the first-lien secured revolving line of credit in
Moody's Loss Given Default ("LGD") analysis and the more junior
position of the term loan relative to this revolver.

The stable outlook is predicated on Moody's expectation of
increasing truck tonnage in a steadily improving U.S. economy,
supporting lease rates and fleet utilization levels.

The ratings could be lowered if demand for trailers weakens, lease
rates decline or rental utilization deteriorates, such that
operating margins decrease to less than 25%, negatively impacting
cash flows. Ratings could also be lowered if Debt to EBITDA
increases to more than 6.5 times for a sustained period of time or
if EBIT to Interest approaches 1.0 time. Additional shareholder
distributions are likely to affect the ratings adversely as well.

Moody's does not foresee upwards rating pressure in the near term.
Over the medium term, a positive rating action could be considered
if Premier Trailer is able grow its business and demonstrate
consistent operating margins through the business cycle,
generating free cash flow that is deployed to de-lever its balance
sheet. Debt to EBITDA of less than 4.5 times and EBIT to Interest
of more than 2.0 times would support a positive rating action.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
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.

Assignments:

Issuer: Premier Trailer Leasing, Inc.

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured Bank Credit Facility, Assigned Caa2, LGD5, 81 %

Outlook, Stable

Premier Trailer Leasing, Inc., headquartered in Grapevine, TX, is
a leading provider of rental and leasing services for dry-vans,
flatbeds and specialty equipment in the transportation industry.
The company is owned by funds managed by Garrison Investment
Group.


PSL-NORTH AMERICA: Files for Ch. 11 to Sell to Jindal for $100MM
----------------------------------------------------------------
PSL-North America LLC and an affiliate sought bankruptcy
protection with plans to sell most of their assets to Jindal
Tubular USA LLC for cash and assumed liabilities totaling $100
million, absent higher and better offers.

The Debtors have filed with the bankruptcy court a motion to
establish bidding and auction procedures, and pay Jindal a break-
up fee and reimbursement of expenses in the event it is outbid at
the auction.

Given a significant demand but limited supply of cement-mortar
lined ("CML") pipe, the company sees a unique and significant
growth opportunity.  Because the majority of the water
transmission pipeline market requires the use of CML pipes, the
company has commissioned Jindal to design an expansion to the
company's manufacturing facility.  With a $7 million investment,
the company expects to be able to commission the new expansion and
start producing CML pipe no later than December 2014.

To meet the requirements of the pipeline project, the Debtors
propose this time-line:

    Event                                     Deadline
    -----                                     --------
Proposed Bidding Procedures Hearing      On or about July 11, 2014
Proposed Bid Deadline                    On or about Aug. 11, 2014
Auction                                  On or about Aug. 13, 2014
Sale Hearing                             On or about Aug. 15, 2014
Closing                                No Later than Aug. 31, 2014

The $100 million offer from Jindal is comprised of cash plus the
assumption of all of the Debtors' obligations under the $76.8
million in outstanding tax-exempt and taxable variable rate demand
revenue bonds issued by the Mississippi Business Bank Finance
Corporation.  Of the cash purchase price, Jindal will pay directly
to Duff & Phelps Securities LLC, an amount not to exceed $2.2
million as a success fee.

In the event the Debtors pursue an alternative transaction, Jindal
will receive a termination fee of $3 million plus expense
reimbursement not to exceed $500,000.

The stalking horse agreement provides that Jindal may terminate
the agreement if the bidding procedures order will not have been
enterd within 25 days of the Petition Date, the sale order will
not have been entered by 85 days after the Petition Date, and the
closing will not have occurred by Aug. 31, 2014.

                       Other First Day Motions

The Debtors on the Petition Date also filed motions to continue
using their cash management system, honor their prepetition
obligations to 68 employees, and provide adequate assurance of
payment to utility service providers.  The Debtors are also
seeking interim and final approval of a DIP facility from ICICI or
its designee.

                    Prepetition Capital Structure

As of the Petition Date, the company had total outstanding debt
obligations of $130 million.  The Debtors' prepetition credit
facilities are comprised of: (a) a loan agreement with Mississippi
Business Finance Corporation, (b) a $77.6 million credit facility
with ICICI Bank Limited, and (c) a $30 million term loan agreement
with Standard Chartered Bank, Dubai International Financial Centre
Branch, as lender.  The company has $4.42 million in outstanding
unsecured debt evidenced by notes, payable to Export Import Bank
of India for equipment financing, Hanwa American Corporation for a
steel coil financing arrangement and CSX Transportation for
transportation related financing.  The company also has $13.12
million in unpaid, ordinary course trade debt.

                 Events Preceding Bankruptcy Filing

According to Brian J. Vaill, the CEO of PSL NA, the confluence of
three significant events contributed to the filing of the Chapter
11 cases: (1) the losses incurred with its Florida transmission
project, (2) macroeconomic market conditions as a result of the
recent recession, and (3) PSL Ltd's Indian insolvency proceedings.

Soon after it was formed, PSL NA received a significant order of
steel pipe for a gas transmission project in Alabama and Florida
due to enter service in 2011.  The project required 210,000 tons
-- roughly 450 miles -- of steel pipe and promised significant
returns on investment.  However, quality problems arose after
production started in January 2009.  The company provided only
130,000 tons of the original 210,000 required as operators reduced
their order from PSL NA and pursued alternative sources.  The
company estimates $30 million negative cash impact due to a
defective steel coil that F.J. Elsner delivered.

The company also said that it saw a decrease in demand for new
commercial construction and ultimately demand for new large
diameter steel pipe during the 2008 to 2010 recession.  The
company attempted several price adjustment programs in an effort
to remain competitive, but was restricted by the reduced demand
for large diameter steel pipe.  The company's revenues and EBITDA
have declined year-over-year since operations began in 2009.

According to PSL NA, although struggling companies may look to
parent-entities for equity infusions, PSL Ltd., the direct and
indirect parent of the Debtors, has recently battled its own
credit crisis.  In 2013, PSL Ltd initiated a restructuring of
nearly $900 million of debt.  The lack of parent support further
limited PSL NA's restructuring options.

After evaluating its hemorrhaging cash flow and weakening
operations, the Company determined that commencing the Chapter 11
cases and commencing a sale process for all substantially all of
the Company's assets will maximize the value of their estates for
the benefit of creditors.

                      About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors are seeking to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

The Debtors have tapped Richards Layton & Finger, P.A., as
counsel.  Epiq Bankruptcy Solutions serves as claims agent.


PSL-NORTH AMERICA: Proposes Epiq as Claims and Noticing Agent
-------------------------------------------------------------
PSL-North America LLC and PSL USA Inc. seek approval
from the bankruptcy court to employ Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent, nunc pro tunc to their Petition
Date.

Although they have not yet filed their schedules of assets and
liabilities, the Debtors estimate that there will be in excess of
150 entities to be noticed.  In view of the number of anticipated
claimants and the complexity of the Debtors' businesses, the
Debtors submit that the appointment of Epiq as claims and noticing
agent is both necessary and in the best interests of the Debtors'
estates and their creditors.

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

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $30 to $45
Case Manager                                 $50 to $80
IT/ Programming                              $70 to $130
Senior Case Manager                          $85 to $130
Director of Case Management                 $145 to $195
Case Analyst                                 $65 to $110
Consultant/ Senior Consultant               $145 to $190
Director/ Vice President Consulting             $225
Communications Counselor                        $250
Executive Vice President                        $265

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month.  For
on-line claim filing services, the firm will charge $4.50 per
claim.  The firm will charge $75 per hour for its call center
operator as part of the call center services.

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

J. Helen Cook-Attig, director of consulting services for Epiq,
attests that Epiq and its employees are "disinterested persons" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

Epiq can be reached at:

         EPIQ SYSTEMS
         757 Third Avenue, Third Floor
         New York, NY 10017
         Attn: Lorenzo Mendizabal

                      About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially-owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors are seeking to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

The Debtors have tapped Richards Layton & Finger, P.A., as
counsel.  Epiq Bankruptcy Solutions is the claims agent.


PSL-NORTH AMERICA: Proposes $11.5-Mil. DIP Facility from ICICI
--------------------------------------------------------------
PSL-North America LLC and PSL USA Inc. ask the bankruptcy court
for approval of an $11.5 million postpetition credit facility with
ICICI Bank Limited, New York Branch.

ICICI, a prepetition lender, has not required the Debtors to enter
into a postpetition credit agreement, and is willing to provide
financing pursuant only to an interim order and ultimately a final
order.  The customary provisions of a credit agreement are set
forth in the proposed interim order.

The Debtors propose to borrow funds from ICICI for working capital
and general corporate purposes in an amount not to exceed $5.5
million following entry of an interim and an an amount not to
exceed $11.5 million upon entry of a final order.  The Debtors
believe that these amounts will allow them to continue their
operations pending the closing of a sale.

All cash collateral subject to prepetition lender Standard
Chartered Bank's first priority lien has been segregated and will
only be used with SCB's consent or further order of the Court.
The Debtors therefore are only currently requesting that the Court
authorize the use of non-SCB cash collateral.

The material terms of the DIP facility are:

    * Borrower:        PSL - North America LLC

    * Guarantors:      PSL USA Inc. and non-debtor subsidiaries

    * Lender:          ICICI Bank or designee

    * Maturity:        Sept. 30, 2014

    * Interest:        Rate of 3-month LIBOR plus 5.5% per annum.
                       Interest will increase 1% for non-payment
                       defaults and 2% for any default in payment.

    * Security:        The DIP Lender will be granted postpetition
                       liens in all of the Debtors' assets,
                       including 100% of the capital stock of PSL
                       NA's direct and indirect domestic
                       subsidiaries and avoidance claims.  The DIP
                       Lender will be granted an allowed
                       superpriority administrative expense claim
                       pursuant to Sec. 364(c)(1) of the
                       Bankruptcy Code.

                      About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially-owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors are seeking to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

The Debtors have tapped Richards Layton & Finger, P.A., as
counsel.  Epiq Bankruptcy Solutions is the claims agent.


PULSE ELECTRONICS: Stockholders Elected 7 Directors
---------------------------------------------------
Pulse Electronics Corporation held its annual stockholders'
meeting on June 6, 2014, at which the stockholders elected Steven
G. Crane, Ralph E Faison, David W. Heinzmann, John E. Major, Gary
E. Sutton, Robert E. Switz, and Kaj Vazales to the Board of
Directors.  The stockholders also:

   (a) ratified the selection of Grant Thornton LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 26, 2014;

   (b) approved an amendment of the 2012 Omnibus Incentive
       Compensation Plan to increase the maximum number of shares
       available for grant under the Plan by 900,000 shares; and

   (c) approved, on an advisory basis, the compensation of the
       Company's named executive officers.

The independent members of the Board of Directors of Pulse
Electronics, acting on a recommendation from the Compensation
Committee, established the base salary for Michael C. Bond, the
Company's senior vice president and chief financial officer, at
$310,000.

Meanwhile, Pulse Electronics filed a Form S-8 registration
statement with the U.S. Securities and Exchange Commission to
register 900,000 shares of the Company's common stock issuable
under the 2012 Omnibus Incentive Compensation Plan.  The proposed
maximum aggregate offering price is $2.55 million.  A full-text
copy of the Form S-8 prospectus is available at:

                         http://is.gd/yVRAYn

                       About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

As reported by the TCR on Juy 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm.  Grant Thornton LLP was hired as replacement.

Pulse Electronics reported a net loss of $27.02 million on $355.67
million of net sales for the year ended Dec. 27, 2013, as compared
with a net loss of $32.09 million on $373.16 million of net sales
for the year ended Dec. 28, 2012.

The Company's balance sheet at March 28, 2014, showed $177.17
million in total assets, $235.99 million in total liabilities and
a $58.82 million total shareholders' deficit.


RADIOSHACK CORP: S&P Lowers CCR to 'CCC' on Poor Operating Trends
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on the Fort Worth, Texas-based RadioShack Corp. to 'CCC'
from 'CCC+'.  The rating outlook is negative.  At the same time,
S&P lowered the rating on the company's senior unsecured notes to
'CC' from 'CCC-', two notches below the corporate credit rating.
The notes' recovery rating remains a '6', which indicates S&P's
expectation of negligible (0%-10%) recovery of principal in the
event of payment default.

"The downgrade reflects the company's very weak operating trends,
which have led to significant liquidity usage.  Even if
performance trends moderate, we expect the company to be using
cash over the near term," said credit analyst Charles Pinson-Rose.
"We currently expect that the company has liquidity sources to
finance the operating losses and working capital needs in the
current fiscal year (ending January 2015), but the company would
have very small amounts of liquidity early next year, which could
lead to a liquidity crisis and default or the company's decision
to seek a financial restructuring."

S&P's negative outlook on RadioShack Corp. reflects its view that
the company will have weak operating results over the near term
and further deplete its liquidity sources.

Downside Scenario

S&P would likely lower the ratings if it viewed a default as
inevitable within six months.  S&P may do so if the company's
operating trajectory stayed the same or worsened and its available
liquidity sources were below $200 million.

Upside scenario

A specific upside scenario is not contemplated, but it would
likely mean that the company materially improves operating trends
such that cash usage was not material or manageable for an
extended period of time.  For this to occur, S&P would expect
EBITDA to be at least near zero or slightly positive.


REFCO INC: Suit Over $8M Stake In Cantor Unit Gets Trimmed
----------------------------------------------------------
Law360 reported that a New York federal judge in an opinion pared
claims in the Refco Inc. bankruptcy estate's lawsuit alleging it
was never compensated for an $8 million investment in a Cantor
Fitzgerald LP unit related to mobile gambling, but many unjust
enrichment, waste of assets and other claims survived.

According to the report, in an 80-page opinion, U.S. District
Judge Ronnie Abrams tossed in their entirety Refco's claims
related to a breach of limited partnership agreement alleged
against Cantor Index Holdings Limited Partnership LLC, fraudulent
conveyance claims, and a demand for a full accounting of the
finances and activities of Cantor Index Holdings LP -- the
affiliate of the financial services firm in which Refco invested -
- and its subsidiaries.

The case is Refco Inc. v. Cantor Fitzgerald LP et al., case number
1:13-cv-01654, in the U.S. District Court for the Southern
District of New York.

                         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.


RICEBRAN TECHNOLOGIES: Deregisters 135,628 Common Shares
--------------------------------------------------------
RiceBran Technologies filed with the U.S. Securities and Exchange
Commission a post-effective amendment to its Form S-1 registration
statement which was amended by pre-effective amendments filed on
Nov. 18, 2013, and Dec. 11, 2013, to register the offer and sale
of 2,012,500 shares of the Company's common stock and warrants to
purchase 2,012,500 shares of common stock on a delayed or
continuous basis.

The Form S-1 was declared effective by the Commission on Dec. 12,
2013.  The Company sold warrants to purchase 1,876,872 shares of
its common stock pursuant to the Form S-1.

The Company filed the Post-Effective amendment to (i) deregister
135,628 shares of the Company's common stock and warrants to
purchase 135,628 shares of the Company's common stock registered
pursuant to the Form S-1 and remaining unsold thereunder, and (ii)
register only 1,876,872 shares of common stock issuable upon
exercise of the warrants already issued.  No further offering will
be made pursuant to the Post-Effective Amendment.

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

                       http://is.gd/IXlZfD

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $52.66 million in total
assets, $40.78 million in total liabilities, $6.42 million in
temporary equity and $5.44 million in total equity attributable to
the Company shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


RIVERWALK JACKSONVILLE: Hires Driver McAfee as Special Counsel
--------------------------------------------------------------
Riverwalk Jacksonville Development, LLC seeks authorization from
the U.S. Bankruptcy court for the Southern District of Florida to
employ Steven Diebenow of Driver, McAfee, Peek & Hawthorne, P.L.
as special counsel, nunc pro tunc to Apr. 28, 2014

The Debtor requires Mr. Diebenow to negotiate with and appear in
proceedings before the City of Jacksonville Downtown Design Review
Board, as well as the Downtown Investment Authority and
Jacksonville City Counsel, as necessary, on behalf of the Debtor
to obtain a renewal development rights and an extension of prior
site plan approvals for the Debtor's Properties.

Mr. Diebenow and Driver McAfee will be paid at these hourly rates:

       Partners                        $295-$375
       Associates                      $195-$295
       Law Clerks, Paralegals
         and Paraprofessionals         $120-$165

The Debtor anticipates that the proposed retention will result in
fees not to exceed $5,000 for Mr. Diebenow's representation of the
Debtor before the City of Jacksonville Downtown Design Review
Board.  In the event that representation of the Debtor before the
Downtown Investment Authority and Jacksonville City Council is
required as well, then Debtor anticipates that the total resulting
fees will not exceed $10,000.

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

Mr. Diebenow, partner of Driver McAfee, 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.

Driver McAfee can be reached at:

       Steven Diebenow, Esq.
       DRIVER, MCAFEE, PEEK & HAWTHORNE, P.L.
       1 Independent Drive, Suite 1200
       Jacksonville, FL 32202
       Tel: (904) 807-8211
       E-mail: sdiebenow@dmphlaw.com

Riverwalk Jacksonville Development, LLC, owner of the land and
parking surrounding the Wyndham RiverWalk Jacksonville, filed a
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on
April 28, 2014, in Miami.  Stevan J. Pardo signed the petition as
managing member.  The Debtor estimated assets of at least $10
million and debts of at least $1 million.  Geoffrey S. Aaronson,
Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel.
Judge Laurel M Isicoff oversees the case.


S.B. RESTAURANT: Files for Chapter 11 for Quick Sale
----------------------------------------------------
S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen
, now a chain of 29 restaurants in seven states, filed a petition
for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778)
on June 17 in Santa Ana, California.

The Company has also filed a motion for approval of $3.3 million
of "debtor-in-possession" ("DIP") financing, which will allow the
Company to continue to operate in the ordinary course of business
during the bankruptcy proceeding.  The Company intends to utilize
the bankruptcy process to consummate the sale of its business as a
going concern and is in the process of seeking a strategic partner
to acquire its business operations.

Like so many other casual dining chains, the challenging economic
environment and increasing competitiveness of the industry have
impacted Elephant Bar.  "The Company reluctantly closed 16
locations this month, and believes these actions will allow it to
get back to focusing on operations and enhancing the concept to
establish a stronger foundation for the future," says President
and CEO Robert Holden.  Through its 29 remaining locations,
Elephant Bar will continue to serve customers -- as it has for
over 30 years -- and will honor all gift cards and points earned
through the customer loyalty program.

Headquartered in La Mirada, California, S.B. Restaurant --
http://www.elephantbar.com-- operates more than 50 Elephant Bar
Restaurants in California and about 10 other states.  The
restaurants are known for their Asian and Polynesian-inspired
dishes and safari decor.  The casual dining spots also offer
traditional favorites such as burgers, pasta, sandwiches, and
wood-fired pizza, as well as appetizers and tropical-themed
drinks.  David Nancarrow, who founded the Carrows family-dining
chain (now owned by Catalina Restaurant Group) opened the first
Elephant Bar in the 1980s.  The company is controlled by private
equity firm Apax Partners.

According to Bloomberg News, the Company's liabilities total $46.1
million, including $27.4 million owing on a first-lien credit with
Cerberus Business Finance LLC as agent.  Cerberus will finance the
Chapter 11 effort with a $3.3 million loan, including $1.5 million
to be advanced on an interim basis.


S.B. RESTAURANT: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                        Case No.
    ------                                        --------
    S.B. Restaurant Co.                           14-13778
      dba Elephant Bar Restaurant
      dba Elephant Bar Global Grill Wok Kitchen
    200 E. Baker Street, Suite 201
    Costa Mesa, CA 92626

    S.B. Restaurant Co. of Kansas LLC             14-13780

    S.B. Restaurant Co. of Central Florida, LLC   14-13781

Type of Business: Operates restaurants known as Elephant Bar
                  Global Grill/Wok Kitchen

Chapter 11 Petition Date: June 16, 2014

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

Judge: Hon. Erithe A. Smith

Debtors' Counsel:   Jeffrey N Pomerantz, Esq.
                    John W. Lucas, Esq.
                    PACHUKSKI STANG ZIEHL & JONES LLP
                    10100 Santa Monica Blvd 13th Fl
                    Los Angeles, CA 90067
                    Tel: 310-277-6910
                    Fax: 310-2010760
                    Email: jpomerantz@pszjlaw.com
                           jlucas@pszjlaw.com

Debtors'
Chief
Restructuring
Officers:           DELOITTE TRANSACTIONS & BUSINESS ANALYTICS LLP

Debtors'
Investment
Banker:             MASTODON VENTURES, INC.

Debtors' Noticing
Claims and
Balloting Agent:    RUST CONSULTING OMNI BANKRUPTCY

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The petitions were signed by Paul Potvin, chief financial officer.

List of Debtor's 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sysco Sacramento Inc.              Primary Food       $1,335,906
7062 Pacific Ave                   Distributor
Pleasant Grove, CA 95668
Tel: (916) 569-7177

Sysco Los Angeles, Inc.            Primary Food       $1,201,987
20701 East Currier Road            Distributor
Walnut, CA 91789
Tel: (909) 595-9595

Sysco Lincoln                      Primary Food         $316,898
900 Kingbird Road                  Distributor
Lincoln, NE 68521
Tel: (402) 421-5301

Daylight Foods Inc.                Northern Cal         $305,838
660 Vista Way                      Produce Supplier
Milpitas, CA 95035
Tel: (408) 468-6047
Fax: (408) 668-6041

Fresh Point Southern California,   Southern Cal         $279,411
155 N Orange Ave                   Produce Supplier
City of Industry, CA 91744-3432
Tel: (626) 855-1400

Sysco Central Florida Inc.         Primary Food         $194,306
                                   Distributor

Sysco Arizona Inc.- AZ             Primary Food         $166,201
                                   Distributor

Sysco New Mexico                   Primary Food         $144,755
                                   Distributor

MGP Fund X Laguna Hills, LLC       Landlord             $105,382

Wells Fargo                        Credit Card           $80,000
                                   Processor

Mission Linen Supply               Linen Supply          $76,587
                                   Company

Global Media Systems Inc.          Advertising           $75,597
                                   Agency

American Express                   Credit Card           $74,000
                                   Processor

Altamonte Mall LLC                 Landlord              $72,064

Sysco Detroit LLC                  Primary Food          $70,055
                                   Distributor

Southern Wine & Spirits (N)        Liquor Vendor         $64,925


Edison Mall Business Trust         Landlord              $63,824

Westfield Franklin Park Mall, LLC  Landlord              $59,041

Daly City Serramonte Center, LLC   Landlord              $58,813

Grand Plaza, LLC                   Landlord              $55,093

Fresh Point Denver                 Colorado              $55,021
                                   Produce
                                   Supplier

GGP- Northridge Fashion Center LP  Landlord              $53,790

Downey Landing, LLC                Landlord              $52,663

Heritage Plaza                     Landlord              $50,023

Peoria Elephant Bar. LLC           Landlord              $49,957

Southern Wine & Spirits (S)        Liquor Vendor         $48,294

Tyler Mall Limited Partnership     Landlord              $47,320

R.J.O.M.D. , LLC                   Landlord              $46,857

Kimco PRK Holdings IV, LLC         Landlord              $46,685

Wasserstrom Company                Supplier              $45,577


SAN JOSE REPERTORY: Files for Chapter 7 Liquidation
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Jose Repertory Theatre, founded in 1980, won't
have a 35th season after filing for bankruptcy liquidation on June
13 in its California hometown.  According to the report, the city
of San Jose is the largest creditor, with a claim of $1.9 million.

The case is In re San Jose Repertory Theatre, 14-bk-52564, U.S.
Bankruptcy Court, Northern District California (San Jose).


SANCHEZ ENERGY: S&P Retains 'B-' Rating Following Add-On
--------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' issue-level
rating and '5' recovery rating on Houston-based exploration and
production company Sanchez Energy Corp.'s senior unsecured notes
are unchanged following the company's announcement that it has
upsized its note offering to $850 million from $700 million.  This
assumes that the borrowing base commitment will remain unchanged
at $425 million.  While recovery expectations under S&P's default
scenario are at the very low end of the range for the '5' recovery
rating, S&P expects that the company will continue to increase its
reserve base quickly, which should add to its PV10 valuation under
its recovery pricing scenario.

Ratings List

Sanchez Energy Corp.
Corporate credit rating                    B/Positive/--

Ratings Unchanged

Sanchez Energy Corp.
$850 mil. senior unsecured notes           B-
  Recovery rating                           5


SEARS HOLDINGS: Deregisters 93,026 Shares Under Savings Plan
------------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission a post-effective amendment no.1 to its
registration statement on Form S-8.

On Oct. 4, 2010, Sears Holdings filed the Registration Statement
to register 1,200,000 shares of common stock of the Company and an
indeterminate amount of interests with respect to the Sears
Holdings Savings Plan (formerly Sears Holdings 401(k) Savings
Plan), the Lands' End, Inc. Retirement Plan, and the Sears
Holdings Puerto Rico Savings Plan (formerly Sears Puerto Rico
Savings Plan).  On Sept. 11, 2013, the Company filed a
registration statement on Form S-8 to register additional shares
of common stock of the Company and an indeterminate amount of
interests with respect to the Sears Holdings Savings Plan and the
Sears Holdings Puerto Rico Savings Plan.

On April 4, 2014, the Company completed the distribution of 100
percent of the outstanding shares of common stock of Lands' End,
Inc., to the Company's stockholders, as a result of which, Lands'
End separated from the Company.  The Lands' End Plan subsequently
terminated the option to invest in shares of Common Stock under
the Lands' End Plan.  The Post-Effective Amendment was filed to
remove from registration the 93,026 shares of Common Stock and
Plan Interests not sold pursuant to the 2010 Registration
Statement.

A full-text copy of the amended Form S-8 prospectus is available
for free at http://is.gd/SEe0Hw

                             About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Feb.1, 2013, the Company had $18.26 billion in total
assets, $16.07 billion in total liabilities and $2.18 billion in
total equity.

                            *    *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.


SMOKY MOUNTAIN: Chapter 11 Case Voluntarily Dismissed
-----------------------------------------------------
At a hearing held on May 1, 2014, the U.S. Bankruptcy Court for
the Eastern District of Tennessee granted a motion to voluntarily
dismiss the Chapter 11 case of Smoky Mountain Motels, Inc.

The Court directs the Debtors' counsel to submit an appropriate
order approved by the United States Trustee.  If no order has been
tendered, the court presumes the Debtor no longer seeks to dismiss
its Chapter 11 proceeding and accordingly directs that the Debtor
to appear and show cause why its Chapter 11 case should not now be
converted to Chapter 7.

Nashville, Tenn.-based Smoky Mountain Motels, Inc. -- fka Music
City Motels, Inc., and dba Smoky Shadows Motel & Conference Center
-- filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 14-
30557) on Feb. 26, 2014.  Bankruptcy Judge Richard Stair Jr.
oversees the case.  Steven L. Lefkovitz, Esq., at Lefkovitz &
Lefkovitz, serves as the Debtor's counsel.  Smoky Mountain Motels
disclosed total assets of $11.43 million and total liabilities of
$8.72 million.  The petition was signed by Eddie Rhines,
president.


SPANISH BROADCASTING: Stockholders Elected 8 Directors
------------------------------------------------------
Spanish Broadcasting System, Inc., held its annual meeting of
stockholders on June 6, 2014, at which the stockholders elected
Raul Alarcon, Joseph A. Garcia, Manuel E. Machado, Jason L.
Shrinsky, Jose A. Villamil and Mitchell A. Yelen as common stock
directors to hold office until such time as their respective
successors have been duly elected and qualified.  Alan Miller and
Gary Stone were elected as preferred stock directors to hold
office until such time as their respective successors have been
duly elected and qualified.  The Preferred Stock Directors were
nominees of Lehman Brothers Holding Inc.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at March 31, 2014, showed $466.08
million in total assets, $526.56 million in total liabilities and
a $60.47 million total stockholders' deficit.  Spanish
Broadcasting reported a net loss of $88.56 million in 2013, as
compared with a net loss of $1.28 million in 2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In May 2014, Standard & Poor's Ratings Services lowered its
corporate credit rating on U.S. Spanish-language broadcaster
Spanish Broadcasting System Inc. (SBS) to 'CCC+' from 'B-'.
"The downgrade reflects our view that the company's current
capital structure is unsustainable, given its inability to redeem
its preferred stock, which was put to the company in October of
2013," said Standard & Poor's credit analyst Chris Valentine.


STANFORD GROUP: Supreme Court Sets Conference on Ponzi Trustee
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court will probably say June 30
whether liquidator of the R. Allen Stanford Ponzi scheme will be
allowed a final appeal on its quest to hold financial institutions
to account for their roles in allegedly helping perpetuate fraud.

According to the report, the case raises the question of whether a
receiver appointed by the U.S. Securities and Exchange Commission
or a trustee named under the Securities Investor Protection Act
are a peculiar breed who, unlike ordinary bankruptcy trustees, can
sue based on claims belonging to creditors.

The Stanford case in the Supreme Court is Janvey v. Alguire, 13-
913, U.S. Supreme Court (Washington).

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


STARR PASS: Section 341(a) Meeting Scheduled for July 24
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Starr Pass
Residential LLC will be held on July 24, 2014, at 11:30 a.m. at
U.S. Trustee Meeting Room, James A. Walsh Court, 38 S Scott Ave,
St 140, in Tucson, Arizona.

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

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

Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed
total assets of $7.40 million and total liabilities of $145.86
million.


SURGERY CENTER: Moody's Affirms B3 CFR & Revises Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Surgery
Center Holdings Inc. ("Surgery Partners") to negative from stable.
Moody's also affirmed the existing ratings of Surgery Partners,
including the B3 Corporate Family Rating and B3-PD Probability of
Default Rating. The change in the rating outlook follows the
company's announcement on June 13, 2014 that it has entered into
an agreement to acquire Symbion, Inc. for a total purchase price
of $792 million. Symbion is an owner and operator of short-stay
surgical facilities providing, non-emergency surgical procedures,
including orthopedics, pain management and gastroenterology.

The change in the rating outlook to negative reflects the
significant amount of debt being proposed and Moody's estimates
that Surgery Partner's pro forma debt to EBITDA before synergies,
if the transaction is all debt financed will be around 8.0 times
for the LTM period ending March 31, 2014, which is high for a B3
rating. Furthermore, Moody's has concerns that the risks
associated with the transformational acquisition that will see
Surgery Partners tripling its revenue to over $800 million and the
potential challenges of integrating such a sizable acquisition
could be disruptive to operations.

Following is a summary of Moody's ratings on Surgery Center
Holdings, Inc.:

Ratings affirmed:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$30 million senior secured revolving credit facility expiring 2018
at B1 (LGD 3, 30%)

$315 million senior secured first lien term loan due 2019 at B1
(LGD 3, 30%)

$210 million senior secured second lien term loan due 2020 at Caa2
(LGD 5, 82%)

Rating Rationale

The B3 Corporate Family Rating reflects Surgery Partners' very
high leverage, its relatively small scale with revenues under $280
million and aggressive acquisition and shareholder friendly
financial policy. It should be noted that following the proposed
all debt financed acquisition and the 2014 and 2013 shareholder
dividends, H.I.G. Capital and management have no capital remaining
from their initial investment. Furthermore, the ratings are
constrained by an economic environment that has limited growth in
the first quarter of 2014, particularly the high underemployment
rate and increasing healthcare expense burden on patients, which
has lead to fewer procedures than expected. In addition, the
potential for rate compression from government sponsored programs
(mostly Medicare) and commercial payors over the longer-term is a
concern.

The rating benefits from the industries long-term growth prospects
for the sector, as many patients and payors prefer the outpatient
environment (primarily due to lower cost and better outcomes) for
certain specialty procedures.

The negative outlook reflects the proposed very high debt leverage
associated with the Symbion acquisition and the risks around
integrating an acquisition significantly larger than Surgery
Partners.

The rating could be downgraded if the company is unable to improve
its financial performance, while integrating Symbion or if
liquidity were to deteriorate and free cash flow turn negative.

The outlook could be changed back to stable if the company is able
to reduce debt to EBITDA to below 7.0 times, while also
integrating Symbion without financial or operational disruption.
In addition, for the outlook to be changed back to stable, same
center revenue and EBITDA would have to show improvement. A
ratings upgrade is currently not likely given the company's size
and debt leverage, but could occur as debt to EBITDA is sustained
around 5 times.

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

Surgery Partners owns and operates 47 ambulatory surgical centers
in partnership with its physician partners, across 18 states. The
Company has diversified core competencies in pain management,
orthopedics, gastrointestinal, ophthalmology, ear, nose and
throat, general surgery and urology. Surgery Partners also
provides ancillary services including anesthesia and physician
practice services. Surgery Partners is owned 100% by H.I.G.
Capital and management.


SURGERY CENTER: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Surgery Center Holdings Inc.
on CreditWatch with negative implications following the company's
announcement that it plans to acquire Symbion Inc. for
$792 million.  S&P expects the transaction will be financed with a
significant amount of debt.

"The CreditWatch listing reflects our expectation of heightened
financial risk as a result of Surgery Center's acquisition of
Symbion Inc.," said credit analyst Tulip Lim.  "For the year ended
Dec. 31, 2013, Surgery Center's leverage, adjusted for operating
leases, was very high at 7.2x, and we believe this transaction
could cause leverage to rise by a turn or more."

S&P expects to resolve its CreditWatch listing when the company's
financing plans are finalized.  It is unlikely that S&P would
lower the ratings by more than one notch.


SYCAMORE PARTNERS: Express Deal No Impact on Moody's 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Sycamore Partners' disclosure
of a 9.9% stake in Express, Inc. (NYSE: EXPR), the parent entity
of Express LLC ("Express", Ba3 Stable) and interest in acquiring
the company's remaining shares, is a potential credit negative but
has no ratings impact at present.

Express LLC ("Express"), headquartered in Columbus, Ohio, is an
apparel retailer targeting 20- to 30-year-old men and women. The
company operates more than 620 retail stores in the United States,
Puerto Rico and Canada. It also franchises stores in the Middle
East and Latin America. It also franchises stores in the Middle
East, South Africa and Latin America. Revenues for the twelve
months ended May 3, 2014 were approximately $2.2 billion.


TAN M TANG PC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Tan M. Tang PC
        7521 Westview, Suite 200
        Houston, TX 77055

Case No.: 14-33364

Chapter 11 Petition Date: June 16, 2014

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

Judge: Hon. David R Jones

Debtor's 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 Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Tan M. Tang, president.

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


TELKONET INC: 5 Directors Elected at Annual Meeting
---------------------------------------------------
Telkonet, Inc., held its annual meeting of stockholders on
June 12, 2014, at which the stockholders:

   (a) elected William H. Davis, Jason L. Tienor, Tim S. Ledwick,
       Kellogg L. Warner and Jeffrey P. Andrews to the Board of
       Directors to serve for the ensuing year and until their
       successors are elected;

   (b) ratified the appointment of BDO USA, LLP, as the Company's
       independent registered public accounting firm for the year
       ended Dec. 31, 2014; and

   (c) approved, on an advisory basis, the compensation of the
       Company's named executive officers.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet reported a net loss attributable to common stockholders
of $4.90 million on $13.88 million of total net revenues for the
year ended Dec. 31, 2013, as compared with a net loss attributable
to common stockholders of $507,558 on $12.75 million of total net
revenues in 2012.  As of March 31, 2014, the Company had $10.49
million in total assets, $5.57 million in total liabilities, $1.20
million in redeemable preferred stock and $3.72 million in
shareholders' equity.

BDO USA, LLP, in Milwaukee, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a history of losses from operations, a working
capital deficiency, and an accumulated deficit of $121,948,847
that raise substantial doubt about its ability to continue as a
going concern.


THINGS REMEMBERED: Moody's Cuts CFR to B3 & Secured Debt to B2
--------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Things
Remembered, including the Corporate Family Rating to B3 from B2,
Probability of Default Rating to Caa1-PD from B2-PD, and senior
secured credit facilities to B2 from B1. All ratings remain on
review for downgrade.

Ratings Rationale

Ratings Downgraded:

Corporate Family Rating to B3 from B2

Probability of Default Rating to Caa1-PD from B2-PD

$146 million senior secured term loan to B2(LGD2-24%) from
B1(LGD3-42%)

$30 million senior secured revolver to B2(LGD2-24%) from
B1(LGD3-42%)

The rating actions are driven by Things Remembered's negative
operating performance trends over the past fifteen months, and
increasing liquidity concerns due to step-downs in the company's
financial maintenance covenants that occur during 2014. Moody's
estimates that even at current EBITDA levels, Things Remembered
will be unable to meet its financial maintenance covenants some
time during this current fiscal year. The review will focus on the
company's ability to improve operating earnings, or obtain any
necessary relief, either through covenant waivers or utilization
of an equity cure, in order to avoid a potential covenant
violation.

The two-notch downgrade in the Probability of Default Rating
reflects the heightened risk of default if none of these events
occur, and incorporates Moody's estimation of above average
recovery prospects in the event of a default, given both the first
lien priority of claim of the credit facilities, and a material
equity cushion in the capital structure.

Things Remembered's B3 Corporate Family Rating reflects its weak
liquidity position, due primarily to deteriorating headroom under
its financial maintenance covenants, caused by soft operating
trends which have driven a near 17% decline in EBITDA in the past
fifteen months. Other factors include the company's weak lease-
adjusted credit metrics, small size, narrow product focus, and the
discretionary nature of its products, balanced by a conservative
capitalization with significant equity cushion relative to
comparable private equity owned specialty retailers, a growing
multi-channel presence, and solid margins.

A ratings downgrade could occur if Things Remembered's operating
trends were to worsen, further pressuring the company's weak
liquidity position. Quantitatively, an expectation for cash
interest coverage below 1.0 times would likely lead to a ratings
downgrade.

In view of the company's existing operating challenges and
potential liquidity concerns, a ratings upgrade is unlikely in the
near term. A ratings upgrade would require much improved liquidity
and an expectation for lease adjusted debt/EBITDA sustained below
6 times. The outlook could revert to stable if operating trends
were to stabilize, and if cushion under financial maintenance
covenants were to improve.

Things Remembered, Inc., headquartered in Highland Heights, Ohio,
is a leading retailer of personalized and occasion-based gifts.
The company operates about 672 retail stores, kiosks, and outside
key shops located primarily in shopping malls throughout the
United States and Canada. Annualized revenues approximate $320
million.


THOMPSON CREEK: Extends Expiration of Tender Offer to June 24
-------------------------------------------------------------
Thompson Creek Metals Company Inc. amended certain pricing terms
of its offer to exchange outstanding 6.50% Tangible Equity Units
(CUSIP No. 884768 300; ISIN CA8847683007) for shares of its common
stock, and extended the expiration date of the Exchange Offer.
The Company also said it intends to delist the TMEDS from the New
York Stock Exchange following settlement of the Exchange Offer.

The Company amended the pricing terms of the Exchange Offer to
reflect a new Exchange Ratio and averaging period.  Under the new
pricing terms, subject to the terms and conditions of the Exchange
Offer, each holder of TMEDS may tender all or a portion of such
holder's TMEDS in exchange for (i) 5.3879 shares of Common Stock
plus (ii) a number of shares of Common Stock equal to $1.25
divided by the Weighted Average Price, subject to a maximum of
5.8879 shares of Common Stock and a minimum of 5.7004 shares of
Common Stock per unit of TMEDS validly tendered and accepted for
exchange.  The Exchange Ratio will be rounded to the nearest
fourth decimal place.  Fractional shares will not be issued in the
Exchange Offer and holders will receive the cash value of any
fractional shares due to them, which cash value shall be
calculated by multiplying the fractional shares to be received by
the Weighted Average Price of our Common Stock.

The Company also amended the terms of the Exchange Offer to
clarify that the new averaging period over which the Weighted
Average Price will be determined will begin on June 16, 2014, and
end on June 20, 2014.  The Company will calculate the Exchange
Ratio on the Pricing Date and will announce it in a news release
issued prior to 9:00 a.m., New York City time, on the next
business day, June 23, 2014.

The Company further amended the Exchange Offer to extend the
expiration date to 11:59 p.m., New York City time, on June 24,
2014, unless further extended or earlier terminated by the
Company.  The Exchange Offer was previously scheduled to expire at
11:59 p.m., New York City time, on June 18, 2014.

The Company expects to file an application on Form 25 to notify
the Securities and Exchange Commission of its withdrawal of the
TMEDS from listing on the NYSE following settlement of the
Exchange Offer.  The Company expects the delisting of its TMEDS to
become effective ten days thereafter.  The Company does not intend
to re-list the TMEDS on another securities exchange, but expects
that the TMEDS will be quoted on one or more over-the-counter
markets.

The Company will continue to maintain the listing of its Common
Stock on the NYSE and TSX.

The Company filed with the SEC  an amended tender offer statement
on Schedule TO to reflect the amendments, a copy of which is
available for free at http://is.gd/fHyZ4a

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TOYS R US: Bank Debt Trades at 14% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 85.70 cents-on-the-
dollar during the week ended Friday, June 13, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 1.87
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TRANS ENERGY: Incurs $1.5 Million Net Loss in First Quarter
-----------------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.52 million on $9.77 million of operating revenues for the
three months ended March 31, 2014, as compared with a net loss of
$2.69 million on $3.60 million of total operating revenues for the
same period in 2013.  This decrease in net loss is due primarily
to the increase in operating income.

The Company's balance sheet at March 31, 2014, showed $94.21
million in total assets, $103.56 million in total liabilities and
a $9.34 million total stockholders' deficit.

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

                        http://is.gd/hE29Lf

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.


TRANSGENOMIC INC: To Issue 833,333 Shares Under 2006 Equity Plan
----------------------------------------------------------------
Transgenomic, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement relating to the sale
of an additional 833,333 shares of common stock, par value $0.01
per share, issuable pursuant to the Transgenomic, Inc. 2006 Equity
Incentive Plan.  The 2006 Plan, including the shares available for
issuance under the 2006 Plan, has been previously approved by the
Company's stockholders.  The proposed maximum aggregate offering
price is $3.03 million.  A full-text copy of the prospectus is
available for free at http://is.gd/GDxhhq

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.71 million in 2013 as compared with a net loss available to
common stockholders of $8.98 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $30.71 million in total
assets, $16.42 million in total liabilities and $14.29 million in
total stockholders' equity.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TRIBUNE PUBLISHING: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned Tribune Publishing Company a B1
Corporate Family Rating and a B1-PD Probability of Default Rating.
Moody's also assigned B1 to the company's proposed $350 million
senior secured term loan. Proceeds from the senior secured term
loan are expected to fund a $275 million special dividend to the
parent, plus transaction related fees and expenses. Moody's
assigned an SGL - 2 Speculative Grade Liquidity Rating and the
rating outlook is stable. These rating actions are subject to
review of final documentation and no meaningful change in
conditions of the proposed transaction as represented to Moody's.

Assigned:

Issuer: Tribune Publishing Company

Corporate Family Rating (CFR): Assigned B1

Probability of Default Rating (PDR): Assigned B1-PD

$350 million Sr Secured Term Loan: Assigned B1, LGD4 -- 52%

Speculative Grade Liquidity (SGL) Rating: SGL -- 2

Outlook Actions:

Issuer: Tribune Publishing Company

Outlook is Stable

Ratings Rationale

Tribune Publishing's B1 Corporate Family Rating incorporates the
persistent pressure on the company's newspaper print advertising
revenue and its moderately high leverage partially offset by the
leading market positions and overall scale of its publications as
well as online properties and by management's focus on cost
reductions. Revenue is exposed to cyclical client spending on
advertising and to changing consumer media usage away from print.
Debt-to-EBITDA leverage (3.5x at closing incorporating Moody's
standard adjustments) is moderately high for the newspaper
industry which would restrict the company's financial flexibility
in the event of an acceleration in the decline of print ad demand
or extended economic weakness in key markets. Moody's expect
newspaper publishers will continue to face growing competition
with technology-driven changes in media consumption. Shifts by
advertisers away from print publications represents the primary
risk and creates persistent pressure on revenue and margins. Under
Moody's base case scenario, Moody's expect Tribune Publishing will
generate mid single digit percentage free cash flow-to-debt ratios
over the next 12 months factoring in low to mid single digit
percentage overall revenue declines at least partially offset by
additional cost reductions. Moody's believes Tribune Publishing
will benefit from the launch of website redesigns in the remaining
seven markets in 2014 (the Los Angeles launch was completed in
May), the roll out of its all access consumer model and digital
only subscription programs, and double digit percentage revenue
growth for digital marketing services, but Moody's expect these
gains will not fully offset mid to high single digit percentage
declines in its print ad revenue. Although the company has
diversified revenue streams with preprints, commercial delivery,
direct marketing and other services accounting for roughly one-
third of FY2013 revenue, the majority of this revenue is tied to
declining demand for printed materials. There is some geographic
concentration risk given the majority of total revenue comes from
Los Angeles and Chicago; however, this risk is somewhat mitigated
by the super regional readership of these publications. Improving
the company's expected EBITDA margins of 9% pro forma for the
transaction and growing free cash flow levels to support debt
reduction and offset earning declines is important to maintaining
the B1 CFR. Liquidity is good with an initial $50 million or more
of unrestricted balance sheet cash and $65 million to $115 million
of availability under its proposed $140 million ABL revolver. The
absence of significant debt maturities until 2019 when the ABL
revolver commitment expires provides the company a few years to
execute its plans to stabilize revenue and continue the transition
of its print-based businesses to digital platforms.

The stable rating outlook incorporates Moody's expectation for
continued mid to high single digit percentage declines in
newspaper print advertising revenue reflecting the shift to
digital media consumption and online advertising platforms.
Moody's expect the company to cut costs as needed to maintain
EBITDA margins and generate mid single digit percentage free cash
flow-to-debt ratios which allows for additional debt reduction and
provides some cushion to the negative effect of projected revenue
declines over the next 12-18 months. The outlook incorporates
Moody's expectation that Tribune Publishing's markets will largely
mirror the U.S. economy and will continue to grow modestly and
that debt-to-EBITDA will improve but remain above 3.0x (including
Moody's standard adjustments) over the next 12 months. The outlook
also reflects Moody's expectation that the company will maintain
at least good liquidity and that management will reduce debt
balances with excess cash if needed to keep leverage in line with
the B1 corporate family rating. The outlook allows for tuck-in
acquisitions and increases in quarterly dividends to the extent
revenue and EBITDA increase, but it does not include significant
debt financed acquisitions or an acceleration in the decline of
demand for print advertising in key markets.

Ongoing revenue declines not matched by cost reductions, economic
weakness in one or more key markets, or debt financed acquisitions
resulting in debt-to-EBITDA increasing above 3.75x (including
Moody's standard adjustments) could result in a downgrade. Ratings
could also be downgraded if liquidity deteriorates resulting in
cash balances plus revolver availability being sustained below $75
million or if free cash flow-to-debt ratios are expected to remain
below 5% (including Moody's standard adjustments). Revenue
stability, improving EBITDA margins, and lower debt-to-EBITDA
ratios that are expected to be sustained below 2.75x (including
Moody's standard adjustments) could lead to an upgrade. Tribune
Publishing would also need to maintain at least good liquidity
including free cash flow-to-debt ratios in the low double digit
percentage range or more.

Tribune Publishing, headquartered in Chicago, IL, operates the
second largest newspaper company in the U.S. serving eight major
markets with ten daily newspapers, including the Los Angeles Times
and the Chicago Tribune, as well as with digital media properties
and niche publications. The company is a subsidiary of Tribune
Company which emerged from Chapter 11 bankruptcy protection at the
end of 2012. Certain creditors prior to Chapter 11 filing are now
shareholders with funds of Oaktree Capital Management, Angelo,
Gordon & Company, and JPMorgan Chase being the largest
shareholders and controlling the board of directors. During the
four years in bankruptcy, Tribune Company invested in
consolidating printing operations and achieved significant cost
reductions. The company intends to complete its planned spin-off
from its parent in a tax free transaction with shareholders of
Tribune Company receiving proportionate ownership interests in
publicly traded shares of Tribune Publishing. Revenue pro forma
for the spin-off totaled $1.8 billion for the 12 months ended
March 30, 2014.

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


TRIBUNE PUBLISHING: S&P Assigns 'B+' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services assigned Chicago, Ill.-based
newspaper publisher Tribune Publishing Co. a 'B+' corporate credit
rating.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed $350 million
term loan due 2021 its 'B+' issue-level rating (the same as the
corporate credit rating on the company), with a recovery rating of
'3', indicating S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default.  In
addition, S&P assigned the company's proposed $140 million ABL due
2019 a 'BB' issue-level rating (two notches higher than the 'B+'
corporate credit rating on the company), with a recovery rating of
'1', indicating S&P's expectation for very high (90% to 100%)
recovery for lenders in the event of a payment default.

The company will use proceeds from the term loan to pay a $275
million special dividend to Tribune Co. and provide cash for
general corporate purposes.  S&P expects the revolving credit
facility to be undrawn at closing.

The 'B+' corporate credit rating on Tribune Publishing reflects
S&P's assessment of the business risk profile as "vulnerable" (as
per our criteria) and its financial risk profile as "significant."

"Our assessment of the business risk profile as "vulnerable" is
based on our expectation that the pace of newspaper print
advertising revenue declines will continue at the current rate for
the foreseeable future as news consumption and advertising shift
to digital media," said credit analyst Hal Diamond.
"Notwithstanding Tribune's position as the second-largest
newspaper publisher in the U.S. based on Sunday circulation, it is
exposed to secular trends of declining newspaper advertising
revenues and readership."

The rating outlook is stable, reflecting S&P's expectation that
the company can maintain debt leverage between 3x and 4x over the
intermediate term.  S&P believes the company can maintain this
debt leverage despite the secular pressure on newspaper
advertising and circulation as debt reduction and cost reduction
offsets potential weakness in operating performance.

Downside scenario

S&P could lower our rating to 'B' if it become convinced that
adjusted debt leverage will rise above 4x over the intermediate
term.  This scenario could occur if the trend of ad revenue and
circulation declines accelerates, necessitating ongoing
restructuring charges and contributing to shrinking EBITDA, EBITDA
margin, and discretionary cash flow.  S&P could also consider a
downgrade if management decides to pursue high-priced
acquisitions, sizable share repurchases, or greater-than-
anticipated dividends.

Upside scenario

It is highly unlikely that S&P would raise our rating to 'BB-'.
S&P would need to be convinced that long-term structural trends
have stabilized for the long term, or if it becomes apparent that
growth in digital revenues will significantly offset print revenue
declines, which S&P regards as unlikely.


TW TELECOM: S&P Puts 'BB' CCR on CreditWatch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB' corporate credit rating, on Littleton, Colo.-
based telecommunications provider TW Telecom Inc. on CreditWatch
with negative implications.

"The CreditWatch placement follows the company's announcement that
TW Telecom has agreed to be acquired by Level 3 Communications
Inc. in a cash and stock transaction valued at about $7.3 billion,
which includes the assumption of around $1.6 billion of TW
Telecom's net debt," said Standard & Poor's credit analyst Allyn
Arden.

The deal is subject to regulatory approvals and is expected to
close in the fourth quarter of 2014.

"We believe that the acquisition could weaken TW Telecom's credit
measures, including adjusted leverage, which was 3.1x as of
March 31, 2014.  Our base-case forecast assumed that leverage
would increase modestly over the next couple of years because of
market expansion activities, although it would still be supportive
of the "significant" financial risk assessment.  S&P estimates
that the combined company's leverage will be over 4x, which
includes about $1.6 billion of TW Telecom's net debt, about
$10.5 billion of debt at Level 3, and the $1.4 billion cash
component of the equity purchase price.  S&P has not included
potential cost savings in its EBITDA calculation, but would assess
the level and likelihood of these synergies in its CreditWatch
review.

S&P believes that a downgrade, if any, would be at least one
notch, depending on the ultimate rating outcome for Level 3.  S&P
would expect to resolve the CreditWatch listing when the
transaction closes in the fourth quarter of 2014.


VANTIV LLC: Moody's Lowers Corporate Family Rating to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service has downgraded Vantiv, LLC's corporate
family and probability of default ratings ("CFR" and "PDR",
respectively) to Ba3 from Ba2 and B1-PD from Ba3-PD, respectively.
In addition, Moody's changed the provisional (P)Ba3 ratings on the
credit facilities, which were assigned on May 22, 2014, to
definitive Ba3 ratings in connection with the closing of Vantiv's
acquisition of Mercury Payments Systems ("Mercury"). The senior
secured credit facilities now consist of a $425 million revolving
credit facility due 2019, $2.05 billion Term Loan A due 2019, and
$1.4 billion Term Loan B due 2021.

This rating action concludes the review initiated on May 13, 2014,
following Vantiv's announcement of an agreement to acquire Mercury
Payment Systems for $1.65 billion.

Rating Rationale

The downgrade reflects elevated debt levels arising from the
acquisition of Mercury, which will nearly double reported debt to
over $3.4 billion. Moody's expects that Vantiv's adjusted debt to
EBITDA (over 5 times on a trailing basis) will be reduced to about
4 times by the end of 2015. Although spending for acquisitions and
M&A will likely moderate over the next year until Mercury is fully
integrated, Moody's believes Vantiv will continue to invest to
protect its strong market position in a potentially consolidating
and rapidly evolving payment landscape.

At the same time, the Ba3 CFR considers Vantiv's highly scalable
processing platform, which helps to drive high profit margins
(nearly 50% adjusted EBITDA margins on net revenues) and
predictable free cash flow of more than $300 million annually.
Revenue stability is supported by the client referral network of
Fifth Third Bancorp and multi-year contracts with merchants and
financial institutions.

The stable outlook reflects Moody's view that Vantiv will generate
at least mid-single digit annual revenue growth and steady cash
flow. Operating performance will likely be buoyed by a modestly
growing U.S. economy, an expanding sales network and merchant
base, and the ongoing shift from cash/checks to electronic card
payments.

The Ba3 CFR could be upgraded if adjusted debt to EBITDA falls to
the low 3 times range, combined with an increase in market share
through organic revenue growth without pressuring operating
margins. The ratings could be downgraded with declines in revenue
and profits, increased customer churn, poor execution, or
heightened competition. In addition, negative rating pressure
could arise from higher financial leverage (in excess of 5x on a
Moody's adjusted basis) for an extended period of time.

Issuer: Vantiv

Downgrades:

Corporate Family Rating, to Ba3 from Ba2

Probability of Default Rating, to B1-PD from Ba3-PD

Provisional ratings changed to definitive ratings:

Senior Secured Revolver due 2019, Ba3 (LGD3)

Senior Secured Term Loan A due 2019, Ba3 (LGD3)

Senior Secured Term Loan B due 2021, Ba3 (LGD3)

Ratings withdrawn:

Senior Secured Revolver due May 15, 2018, Ba2 (LGD2 )

Senior Secured Term Loan due May 15, 2018, Ba2 (LGD2)

Outlook Action:

Outlook, Changed To Stable From Rating Under Review

Affirmation:

Speculative Grade Liquidity Rating, SGL-1

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

Vantiv, LLC, with over $1.3 billion of projected annual net
revenue, is a payment solutions provider servicing financial
institutions' and retailers' credit card, debit card, merchant and
private label programs primarily in North America. Vantiv is the
3rd largest merchant acquirer in the U.S.


WAVE HOLDCO: Moody's Assigns Caa1 Rating to $150MM Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$150 million Senior PIK Toggle Notes of Wave Holdco, LLC (Wave
Holdco), a newly created holding company which owns 100% of
WaveDivision Holdings, LLC (Wave). The company plans to use
proceeds to fund a dividend to its shareholders, Oak Hill Capital
Partners, GI Partners, and management.

Moody's also changed the outlook to negative and upgraded ratings
on Wave's secured bank debt and unsecured bonds due to the
increase in junior capital created by the HoldCo bonds. Assuming
close of the transaction as proposed, Moody's will withdraw the B2
Corporate Family Rating (CFR) from Wave, and assign a B2 rating to
Wave Holdco in conjunction with this transaction. A summary of the
action follows.

Wave Holdco, LLC

Senior Unsecured Bonds, Assigned Caa1, LGD6, 93%

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

Outlook, Assigned as Negative

WaveDivision Holdings, LLC

First Lien Term Loan due Aug 31, 2019, Upgraded to Ba3 from B1,
LGD adjusted to LGD2, 26% from LGD3, 32%

First Lien Revolver due Aug 31, 2017, Upgraded to Ba3 from B1,
LGD adjusted to LGD2, 26% from LGD3, 32%

8.125% Senior Unsecured Bonds due Sept 1, 2020, Upgraded to B3
from Caa1, LGD adjusted to LGD5, 75% from LGD5, 86%

Outlook, Changed to Negative from Stable

Ratings Rationale

The outlook change reflects a more aggressive than expected fiscal
policy, which affords the company less financial flexibility to
manage its growth investment. The transaction increases leverage a
full turn to approximately 6.9 times debt-to-EBITDA from 5.9 times
(based on results for trailing twelve months through March 31).
The added interest burden, concurrent with plans to increase
growth oriented capital expenditures, will pressure free cash
flow, which could be slightly negative in 2015. Furthermore, the
willingness to take on higher leverage to fund a dividend while
also boosting capital expenditures suggests a more aggressive
financial profile than Moody's anticipated at the time of the
original rating in July 2012, which assumed the company would
focus on growth rather than shareholder returns for at least the
next few years. Nevertheless, Moody's believes the company has
enhanced value through organic growth and acquisitions over the
past several years, supported by year over year EBITDA growth of
about 19% in 2013 and 17% in 2012, with expectations for high
single digit or low double digit EBITDA growth in 2014 (growth
figures include EBITDA generated from acquisitions). The increase
in EBITDA facilitated a decline in leverage to just under 6 times
from almost 7 times at the time of the original rating, and
Moody's believes the company could achieve leverage of about 6
times by year end 2015. These factors support the B2 CFR.

The high leverage (almost 7 times pro forma for the proposed
transaction) and expectations for weak free cash flow position
Wave weakly at the B2 CFR. This financial profile poses risk for a
small company in a capital intensive, competitive environment, but
the high EBITDA margin (mid 40% range) and relative stability of
the revenue stream enables the company to better manage the high
leverage. Also, Moody's expects continued EBITDA growth to
facilitate a decline in leverage, recognizing the company's track
record of leverage reduction. Wave's high quality, fiber rich
network supports the potential for continued cash flow growth from
the high speed data product and the commercial business, as well
as asset value.

The negative outlook incorporates the potential for a downgrade.
Any allocation of cash or increase in debt to fund distributions
prior to leverage falling to 6 times debt-to-EBITDA would likely
result in a downgrade. Sustained negative free cash flow,
deterioration of the liquidity profile, material weakening of
subscriber trends, or acquisitions that significantly slowed the
trajectory to lower leverage would also likely result in a
negative rating action.

Moody's would likely stabilize the outlook with expectations for
Wave to sustain leverage around 6 times debt-to-EBITDA and EBITDA
margins in excess of 40% and to maintain an adequate or better
liquidity profile. A stable outlook would also require
expectations for continued growth in customers and in revenue per
homes passed. An upgrade is much less likely given the negative
outlook and the magnitude of improvement in metrics required to
sustain a higher rating. The lack of scale, sponsor ownership, and
weaker than peers TPE and revenue per homes passed metrics also
constrains the rating. However, Moody's would consider an upgrade
with progress toward and a commitment to maintaining leverage
below 4 times debt-to-EBITDA and free cash flow to debt in the
high single digits. An upgrade would also require maintenance of
good liquidity.

The principal methodology used in this rating was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 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 Kirkland, Washington, and owned by Oak Hill
Capital Partners, GI Partners, and management, WaveDivision
Holdings, LLC provides cable television, high speed data and
telephone services to residential and commercial customers in and
around the Seattle, Sacramento, San Francisco, and Portland
markets. Its annual revenue is approximately $300 million.


WEST AIRPORT PALMS: Hires Integra Realty as Valuation Expert
------------------------------------------------------------
West Airport Palms Business Park, LLC seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Integra Realty Resources Miami/Palm Beach as valuation and
feasibility expert for the Debtor, nunc pro tunc to Jan. 8, 2014.

The Debtor seeks ratification of the employment of Anthony
Graziano and Integra Realty Resources Miami/Palm Beach as the
Debtor's expert witness on feasibility and valuation.

The trial concerned the prima facie confirmability of the Debtor's
First Plan, specifically with respect to the proposed interest
rate to be paid to the Debtor's primary secured creditor, WAP
Holdings, LLC ("WAP"), as well as the feasibility of the First
Plan.  The Debtor disclosed Mr. Graziano as its expert witness
with respect to feasibility and valuation on Jan. 29, 2014.  Mr.
Graziano subsequently provided crucial testimony with respect to
the First Plan. Mr. Graziano's efforts assisted the Debtor in
prevailing at the trial, and the Court ultimately confirmed the
Debtor's Third Amended Plan of Reorganization.

Although Mr. Graziano's role in the case as an expert witness was
disclosed at the outset and the services he rendered have already
been performed, given that Mr. Graziano will be paid from the
estate, the Debtor believes it is appropriate to file this
application to employ Mr. Graziano and Integra.

Integra will be paid a general retainer of $4,500 and any
additional sums as may be allowed by the Court based on the time
spent and services rendered, the result achieved, the difficulty
and complexity encountered, and other appropriate factors.

Mr. Graziano, senior managing director of Integra, 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.

Integra can be reached at:

       Anthony M. Graziano
       INTEGRA REALTY RESOURCES
       The Douglas Centre
       2600 Douglas Road, Suite 801
       Coral Gables, FL  33134
       Tel: (305) 670-0001
       Fax: (305) 670-2276

             About West Airport Palms Business Park

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.

The U.S. Trustee said that an official committee has not been
appointed in the case.  The U.S. Trustee reserves the right to
appoint such a committee if interest developed among the
creditors.


WEST AIRPORT PALMS: Wants GlassRatner as Interest Rate Expert
-------------------------------------------------------------
West Airport Palms Business Park, LLC seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ GlassRatner Advisory & Capital Group, LLC as interest rate
expert, nunc pro tunc to Jan. 30, 2014.

The case involved a two and one-half day trial relating to the
Debtor's First Amended Plan of Reorganization.  The trial
concerned the prima facie confirmability of the Debtor's First
Plan, specifically with respect to the proposed interest rate to
be paid to the Debtor's primary secured creditor, WAP Holdings,
LLC ("WAP"), as well as the feasibility of the First Plan.  The
Debtor disclosed Mr. Howard as its expert witness with respect to
the interest rate on Jan. 29, 2014.

Mr. Howard subsequently provided testimony with respect to the
First Plan, and also assisted the Debtor in preparing for the
cross-examination of WAP's interest rate expert, Franklind Lea.
Mr. Howard's efforts assisted the Debtor in prevailing at the
trial, and the Court ultimately confirmed the Debtor's Third
Amended Plan of Reorganization.

Although Mr. Howard's role in the case as an expert witness was
disclosed at the outset and the services he rendered have already
been performed, given that Mr. Howard will be paid from the
estate, the Debtor believes it is appropriate to file this
application to employ Mr. Howard.

GlassRatner Advisory agreed to accept the following as
compensation for the services to be rendered and expenses to be
incurred in connection with representation of the Debtor:

   -- a general retainer in the amount of $3,500; and

   -- any additional sums as may be allowed by this Court based on
      the time spent and services rendered, the result achieved,
      the difficulty and complexity encountered, and other
      appropriate factors.

James Howard, senior managing director of GlassRatner Advisory,
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.

GlassRatner Advisory can be reached at:

       James Howard
       GLASSRATNER ADVISORY & CAPITAL GROUP, LLC
       1101 Brickell Avenue, Suite S-503
       Miami, FL 33131
       Tel: (305) 358-6092
       E-mail: jhoward@glassratner.com

             About West Airport Palms Business Park

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.

The U.S. Trustee said that an official committee has not been
appointed in the case.  The U.S. Trustee reserves the right to
appoint such a committee if interest developed among the
creditors.


WILLIAMS COS: S&P Lowers CCR to 'BB+'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it has taken the following
rating actions on the corporate family of U.S. diversified
midstream energy company The Williams Cos. Inc.:

   -- S&P lowered its corporate credit rating on Williams to 'BB+'
      from 'BBB'.  The outlook is stable.

   -- S&P also lowered its issue-level rating on Williams' senior
      unsecured debt to 'BB+' from 'BBB-' and assigned a '3'
      recovery rating to this debt, and S&P lowered its rating on
      the subordinated debt to 'BB-' from 'BB+' and assigned a
      recovery rating of '6'.

   -- S&P placed the 'BB+' corporate credit rating and senior
      unsecured ratings on Access Midstream Partners L.P. on
      CreditWatch with positive implications.

   -- S&P affirmed the 'BBB' corporate credit rating and the 'A-2'
      short-term rating on Williams Partners L.P. (WPZ) and the
      'BBB' ratings on its operating subsidiaries Transcontinental
      Gas Pipe Line Co. LLC (Transco) and Northwest Pipeline LLC.
      The outlook is stable.

"Williams' intention to become a pure-play general partnership
upon completion of this transaction results in a weaker credit
profile," said Standard & Poor's credit analyst Michael Grande.
"Although Williams has heretofore been largely reliant on
distributions from WPZ, it still owned some assets directly.  Now,
given its strategy as a pure-play general partnership, it will be
fully reliant on subordinated distributions from WPZ to service
its debt obligations."

Furthermore, a significant portion of these cash flows come from
incentive distributions rights that add risk because they
essentially represent a leveraged cash flow stream that can
increase or decrease disproportionately as WPZ changes its
distribution rate.  With its transition to a general partnership
holding company structure, S&P believes Williams will be more
likely to finance large, organic spending projects at WPZ rather
than at Williams, which in S&P's opinion will provide less direct
asset coverage for Williams' creditors.

S&P has reviewed the transaction and do not expect Williams'
stand-alone financial leverage to increase materially as the
company seeks financing for the acquisition.

At the WPZ level, S&P believes the partnership's pro forma credit
profile will benefit from the increased scale and diversity that
the acquisition will bring, but that the benefit will not be
sufficiently material to warrant a positive rating action.  The
partnership will enhance its competitive position in emerging
shale plays in the Marcellus and Utica regions and extend its
reach into new plays such as the Barnett, Haynesville, and
Niobrara regions.

S&P views Williams' stand-alone liquidity as "adequate," as
defined in its criteria.  For the next 12 months, S&P expects
Williams' sources of liquidity to exceed uses by about 1.8x.
Although this ratio would normally warrant a "strong" liquidity
assessment, Williams' liquidity is largely dependent on upstream
distributions from WPZ, which has adequate liquidity.
Furthermore, qualitative factors suggest an "adequate" assessment.

S&P views WPZ's combined pro forma liquidity also as "adequate."
For the next 12 months, S&P expects liquidity sources to exceed
uses by about 1.2x.

S&P expects to resolve the positive CreditWatch on Access
Midstream at the close of the proposed merger with WPZ, currently
expected at the end of 2014 or beginning of 2015.  S&P expects to
raise its corporate credit rating on Access Midstream to 'BBB', in
line with that on WPZ.

The stable rating outlook on Williams reflects S&P's expectation
that it will become a pure-play general partner with relatively
low financial leverage and consistent distribution payments from
the larger and more geographically diverse WPZ.  S&P could lower
the ratings on Williams if its stand-alone debt-to-EBITDA ratio is
consistently above 2x, and it does not have a clear path of
deleveraging.  S&P could also lower the ratings if it lowered the
ratings on WPZ.  S&P do not envision raising the ratings on
Williams unless it also raised the ratings on WPZ.

The stable rating outlook on WPZ reflects S&P's view that the
combined partnership will fund its sizable organic spending
program in a disciplined manner while maintaining adequate
liquidity and financial leverage of about 4x.  Higher ratings are
unlikely without increased business diversity, consistent
distribution coverage of at least 1.2x, and a notably more
conservative financial policy.  S&P could lower its ratings on WPZ
if lower gathering volumes and NGL prices hurt cash flow or if the
partnership does not execute its growth plans favorably such that
consolidated debt to EBITDA remains at more than 4.75x.


WORLD SURVEILLANCE: New Chairman Issues Letter to Shareholders
--------------------------------------------------------------
World Surveillance Group Inc. distributed a letter to the
Company's shareholders from its Chairman (US-RET) Lt. Colonel Drew
West.  Lt. Colonel West was appointed Chairman of WSGI on June 5,
2014.

Dear Shareholders,

I'd like to take this opportunity to thank you for your ongoing
commitment to WSGI.  I also wanted to let you know how excited I
am to work with a company that has been a partner of mine for the
past couple years and with a management team that I have so much
admiration for.  The accomplishments made by the team in the past
few years have been impressive.  That being said, we have a
tremendous amount of work to do in an effort to reach our goals
and improve our Company's performance.  I am confident that my
years of military experience combined with my success in the
private sector will compliment those of the management team so
that we can work together for the growth and success of WSGI.

I am pleased to report that we have several pro-active initiatives
related to the commercialization of the Argus One airship.  As
identified on WSGI's website, the Argus One is undergoing several
operational assessments by members and associates of the Ohio
Lighter Than Air UAS Consortium.  The Consortium is presently
focused on developing a new propulsion system and a set of Argus
One-specific sensor and payload options to enhance its performance
and marketability.  So far, the Consortium consists of industry
partners and research entities and supporting associates.  By
fourth quarter this year, we believe the academic team of the
Consortium should be on-line with at least one or more major
university research departments committed to contributing to the
project.   Various tests and flight demonstrations will likely
continue through 2014.

Concurrently, WSGI leadership is executing a market evaluation as
to the relevancy of the intended applications of the Argus One,
and new possibilities for untethered lighter-than-air UAS in
regards to intelligence, surveillance and reconnaissance,
communications, data distribution and cyber security.  We have
already had several productive conversations with representatives
from the worlds of business, government and academia, including
subject matter experts on unmanned stratospheric operations.
These discussions should issue in an updated business case
document for viable military and commercial applications by end of
the third quarter 2014 that will further clarify and focus our on-
going sales efforts for the Argus One.

In regards to our GTC business, GTC is witnessing a very strong
and increasing global demand for its mobile satellite services
(MSS) products.  The number of customer transactions for MSS
product orders has increased by approximately 525% for the first
five months of 2014 compared to the same period in 2013 and non-
related party revenue from sales of MSS products has increased by
over 945% for the first five months of 2014 compared to the same
period in 2013.

We have also seen significant growth in sales of Globalstar
related products, specifically simplex airtime which has seen an
increase of more than 900% for the first five months of 2014
compared to the same period in 2013.  This is due primarily to GTC
having secured a number of very profitable tracking contracts
during the past year, some of which were awarded directly as a
result of GTC's advanced mapping portal, GTCTrack.  This portal is
proving to be very popular with customers that require a single
platform for monitoring and tracking a wide range of GPS satellite
tracking devices.

During late 2013, GTC began selling a small number of its products
on Amazon.com, with the majority of products being fulfilled by
Amazon directly to customers.  Sales through Amazon have helped to
contribute towards the significant jump in GTC revenue during 2014
to date. Amazon.com shipped GTC products to more than 550
customers in the first five months of 2014.

The significant jump in our recent MSS revenue is a result of a
large global market for the products we sell.  GTC has a worldwide
customer base as the majority of the products sold by us can
operate anywhere in the world.  We have achieved these results
with very limited resources and personnel.  I believe we can
significantly increase our MSS revenues going forward by expanding
our website product range, increasing investment in Google
AdWords, expanding our range of products on Amazon.com, opening an
identical store on Amazon.ca and recruiting additional personnel
globally to pursue new business opportunities and address the
increasing number of inquiries we receive 24 hours a day from all
over the world.  Additionally, we intend to aggressively pursue
significant new tracking business opportunities that have been
presented to us that could prove highly profitable going forward.

As of June 5, 2014, WSGI completed a share exchange resulting in
our ownership of 10 million shares of Series D Convertible
Preferred Stock of Drone Aviation Holding Corp. (OTC.PK: DRNE).
We will hold this valuable asset for future business initiatives.

In addition to the re-focus on the various sectors of our
business, WSGI is also committed to the review of and improvement
in our balance sheet and the pursuit of acquisition opportunities
beneficial to the Company.  This is an exciting time to be at WSGI
and I look forward to serving the shareholders and working with my
fellow WSGI teammates to reward your long-standing loyalty.

For additional information about WSGI, please visit www.wsgi.com.

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$558,574 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,201 of net
revenues for the year ended Dec. 31, 2012.  The Company's balance
sheet at March 31, 2014, showed $3.49 million in total assets,
$17.33 million in total liabilities, all current, and a $13.84
million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"Our indebtedness at December 31, 2013 was $16,958,374.  A portion
of such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the Annual Report for the year ended Dec. 31, 2013.


XZERES CORP: Hofflich & Associates Reports 12% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Hofflich & Associates Inc. disclosed that it
beneficially owed 6,000,000 shares or 12.15% of Xzeres Corp.'s
issued and outstanding common stock as of May 31, 2014.  A full-
text copy of the regulatory filing is available for free at:

                        http://is.gd/RV1mTz

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.  As of Feb. 28, 2014, the Company
had $8.07 million in total assets, $13.37 million in total
liabilities and a $5.30 million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


XZERES CORP: Robert Garff Holds 5.9% Equity Stake at May 31
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert N. Garff disclosed that he
beneficially owned 2,658,443 shares or 5.92 percent of Xzeres
Corp's issued and outstanding common stock as of May 31, 2014.
Mr. Garff previously reported beneficial ownership of
2,606,019 shares at Nov. 15, 2012.  A full-text copy of the
regulatory filing is available at http://is.gd/fhny76

                           About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.  As of Feb. 28, 2014, the Company
had $8.07 million in total assets, $13.37 million in total
liabilities and a $5.30 million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


XZERES CORP: Max Value Reports 12% Equity Stake
-----------------------------------------------
Max Value Advisors LLC reported with the U.S. Securities and
Exchange Commission that it beneficially owned 6,000,000 shares or
12.15% of the Xzeres Corp's common stock based upon 43,366,905
outstanding shares of common stock as of May 31, 2014.  A full-
text copy of the Schedule 13D is available for free at:

                         http://is.gd/4FFFbp

                          About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.  As of Feb. 28, 2014, the Company
had $8.07 million in total assets, $13.37 million in total
liabilities and a $5.30 million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YMCA OF MILWAUKEE: Can Use Cash Collateral Until June 27
--------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc. and YMCA Youth Leadership Academy, Inc., ask the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to approve
a stipulation with BMO Harris Bank N.A., successor-by-merger to
M&I Marshall & Ilsley Bank, under which the Bank allowed the
Debtors to use the cash collateral securing their prepetition
indebtedness.  The parties agreed that as of the Petition Date,
the Debtors are liable to the Bank in an amount of not less than
$3 million, which sum constitutes an allowable, unavoidable claim
of the Bank against the Debtors.

The Stipulation authorizes the Debtors to use cash collateral only
on an interim basis, ending no later than June 27, 2014.

A separate stipulation provides the Bank with interim adequate
protection for the Debtors' use of cash collateral securing the
line of credit debt.  Besides the standard forms of adequate
protection afforded to a lender with an interest in cash
collateral -- such as replacement liens in the same categories of
collateral, proof of insurance, a cash budget, reporting
requirements, a super-priority administrative claim, and general
reservation of the lender's right to seek further relief -- the
Debtors have also agreed to provide the Bank with a lien on
certain real estate assets owned by the Milwaukee Y, all of which
are currently unencumbered.  Under the Stipulation, the Real
Property Liens will not function as general cross-
collateralization for prepetition obligations owed to the Bank,
but merely as a source for protecting the Bank against any
diminution of its interest in the Debtors' cash collateral, valued
as of the Petition Date.

The Debtors and the Bank further entered into a third stipulation
lifting the automatic stay to permit the Bank to take any actions
necessary to cause the tax exempt bonds acceleration and the
taxable notes acceleration.

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

The Bank is represented by Valerie L. Bailey-Rihn, Esq., at
Quarles & Brady LLP, in Madison, Wisconsin.  The Debtors are
represented by Mark L. Metz, Esq., at Leverson & Metz, S.C., in
Milwaukee, Wisconsin.

                      About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YMCA OF MILWAUKEE: Seeks to Assume Membership Agreements
--------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to assume multiple executory
contracts in a single omnibus motion.

In particular, the Debtor is asking that it not be required to
provide any advance notice to approximately 37,000 signatory
members that the Debtor intends to assume all of their membership
agreements, because any member who was inclined for any reason to
oppose that assumption already has -- and will continue to have --
the right to terminate his or her contractual relationship with
the Debtor by means that are much more expedient than opposing the
motion to assume.  Permitting the Debtor to assume all of its
Membership Agreements as a single omnibus motion is an important
way to preserve the Debtor's monetary and personnel resources, the
Debtor states in court papers.

                      About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YMCA OF MILWAUKEE: Employs Leverson & Metz as Counsel
-----------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to employ Leverson & Metz S.C. as
their counsel, with effect retroactive to June 4, 2014.

The professional services that these attorneys will render are the
general representation of the Debtors in these cases, including
(but not limited to) preparing all pleadings; representing the
Debtors in negotiations, proceedings, and hearings related to the
case; preparing plans and disclosure statements; and all other
matters that relate to the legal representation of the Debtors in
connection with these Chapter 11 cases.

L&M estimated that the cost of its services will range from
$200,000 to $320,000.  It is anticipated that most of the services
will be performed by Mark L. Metz, whose standard hourly rate is
$360, and Olivier H. Reiher, whose hourly rate is $225.  When
appropriate, L&M will use the services of its paralegal assistant,
Donna B. Krueger, at her standard rate of $105 per hour.

The firm assures the Court that it 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 YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YMCA OF MILWAUKEE: Hires Fox O'Neill as Special Counsel
-------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to employ Fox, O'Neill & Shannon,
S.C. as special counsel for real estate matters.

The Debtors desire to employ FOS as their special counsel for
matters pertaining to the sale of real estate located at 1350 West
North Avenue, in Milwaukee, Wisconsin, to M.C. Preparatory School
of Milwaukee, LLC, and the simultaneous leaseback to the Debtors
of a portion of the North Avenue Facility, at which they will
continue to operate, without interruption, the Northside YMCA.
The FOS firm may also be asked to provide services to the Debtors
for other real estate transactions that may occur during the
course of these cases.

The primary members of FOS who will be handling the above matters
and their current standard hourly rates are:

   William Soderstrom, Esq.          Shareholder       $300
   Michael Koutnik, Esq.             Associate         $190

FOS estimates that the cost of its postpetition services with
regards to the sale and partial leaseback of the North Avenue
Facility will range from approximately $5,000 to $8,000.  In
addition to the fees, FOS will be reimbursed for out-of-pocket
expenses such as title insurance and related fees, which FOS
estimates will be approximately $5,000.

The firm assures the Court that it 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 YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


ZUERCHER TRUST: Ch.11 Trustee Hires Miller Kaplan as Tax Advisors
-----------------------------------------------------------------
Peter S. Kravitz, the Chapter 11 Trustee of The Zuercher Trust of
1999, seeks permission from the Hon. Hannah L. Blumenstiel of the
U.S. Bankruptcy Court for the Northern District of California to
employ Miller Kaplan Arase LLP as tax advisors, effective
May 8, 2013.

The Trustee requires Miller Kaplan to:

   (a) provide tax consultation;

   (b) tax planning;

   (c) prepare tax returns; and

   (d) provide any other tax related items requested by the
       Trustee and its counsel.

The hourly rates of professionals employed by Miller Kaplan for
2013 were:

       Staff and Senior Accountants      $80-$150
       Supervisors and Managers          $155-$240
       Partners                          $300-$450

The hourly rates of professionals employed by Miller Kaplan since
Jan. 1, 2014, and going forward are:

       Staff and Senior Accountants      $75-$140
       Supervisors and Managers          $145-$240
       Partners                          $310-$450

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

Grant Miller of Miller Kaplan 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.

Miller Kaplan can be reached at:

       Grant Miller
       MILLER KAPLAN ARASE LLP
       4123 Lankershim Boulevard
       North Hollywood, CA 91602
       Tel: (818) 769-2010
       Fax: (818) 769-3100

                About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Hannah L. Blumenstiel presides
over the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP,
served as the Debtor's counsel.  The Debtor is now represented by:

     Bradley Kass, Esq.
     KASS & KASS LAW OFFICES
     520 S. El Camino Real, Suite 810
     San Mateo, CA 94402

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee of the
Zuercher Trust.

As reported in the TCR on March 22, 2013, August B. Landis, Acting
U.S. Trustee for Region 17, obtained authorization from the U.S.
Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee
for The Zuercher Trust of 1999.  Steven T. Gubner, Esq., and
Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent
the Chapter 11 Trustee as bankruptcy counsel.


* Appeal on Consummated Plan Isn't Moot, Circuit Rules
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wells Fargo Bank NA drew a road map for disappointed
creditors who don't want an appeal from plan approval to be
dismissed as moot once the plan is implemented.  According to the
report, the U.S. Court of Appeals for the Ninth Circuit in San
Francisco ruled on June 10 that the appeal wasn't moot under the
doctrine of equitable mootness even though the plan had been
consummated.

The case is Wells Fargo Bank NA v. Loop 76 LLC (In re Loop 76 LP),
12-60021, U.S. Court of Appeals for the Ninth Circuit (San
Francisco).


* High Court Says Inherited IRAs Fair Game During Bankruptcy
------------------------------------------------------------
Law360 reported that inherited individual retirement accounts are
not protected assets that can be shielded from creditors during a
bankruptcy case, the U.S. Supreme Court ruled.  According to the
report, the high court issued a unanimous ruling, affirming a
Seventh Circuit panel's opinion that the inherited accounts are
not covered under a "retirement funds" exemption generally
observed in insolvency cases, rejecting arguments by a Wisconsin
woman, Heidi Heffron-Clark, who declared bankruptcy after
inheriting a $300,000 IRA from her deceased mother.


* Pittsburgh Lawyer Ducks Judge Who Called Him ?Sociopath'
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a frustrated bankruptcy judge who called a lawyer a
"sociopath," has stepped aside from handling disciplinary
proceedings against the attorney.

According to the report, in April, Chief Bankruptcy Judge Jeffery
A. Deller in Pittsburgh called for a districtwide investigation
into the conduct of bankruptcy lawyer Jason J. Mazzei, who he said
has been the subject of client complaints.  Mazzei quickly sought
to have U.S. Bankruptcy Judge Thomas P. Agresti removed from the
investigation, alleging that the judge was biased against him,
citing an instance in May 2013 when Judge Agresti called him a
"sociopath," the report related.

The case is In re Matters Involving the Professional Conduct of
Jason J. Mazzei, 14-205, U.S. Bankruptcy Court, Western District
Pennsylvania (Pittsburgh).


* Stay Violation Doesn't Require Reconveying Property, Judge Says
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual who eventually filed Chapter 13 six
times proposed a novel theory for recovering damages from a bank
unaware of the automatic stay. The theory failed to persuade U.S.
District Judge Robert C. Jones in Reno, Nevada, the report said.

Judge Jones said the bank had no liability for foreclosing because
it wasn't willful given lack of knowledge of the new filing, the
report related.

The case is Bishara v. OneWest Bank FSB (In re Bishara), 14-00082,
U.S. District Court, District of Nevada (Reno).


* Argentina Defiant Against Supreme Court on Bond Payments
----------------------------------------------------------
Jonathan Gilbert and Peter Eavis, writing for The New York Times'
DealBook, reported that the Argentine government said that it had
started to take steps to circumvent a United States Supreme Court
order to avoid a technical default.

According to the report, Axel Kicillof, the economy minister, said
that the Argentine government would pay bondholders of
restructured debt under Argentine legislation.  To recall, a
majority of bondholders from Argentina's $95 billion default in
2001 entered into debt exchanges in 2005 and 2010, taking haircuts
of about 70 percent.  But a small percentage of what Mr. Kicillof
refers to as "vulture funds" have held out for full payment, the
report noted.


* FBOP Can't Grab $265M Bank Tax Refunds, FDIC Says
---------------------------------------------------
Law360 reported that the Federal Deposit Insurance Corp. sued FBOP
Corp. in Illinois federal court claiming the now-shuttered
financial company cannot claim $265 million in tax refunds
generated by several failed subsidiary banks because the banks
earned the income and incurred the losses that generated refunds.

According to the report, the FDIC, which is receiver for the seven
banks, says FBOP told the government in 2008 and 2009 that the
banks' deferred tax assets, including their right to receive
refunds, were their sole property, but changed its mind when the
banks failed in 2009. The agency wants the court to issue a
judgment stating that the refunds belong to the banks.

The case is Federal Deposit Insurance Corp. v. FBOP Corp. et al.,
case number 1:14-cv-04307 in the U.S. District Court for the
Northern District of Illinois.




                             *********

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.

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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.


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